TCR_Public/111027.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 27, 2011, Vol. 15, No. 298

                            Headlines

4100 WEST: Case Summary & 18 Largest Unsecured Creditors
A & V PROPERTIES: Voluntary Chapter 11 Case Summary
AMBAC FINANCIAL: Says Cash Flow Sufficient for Five Years
AMTRUST FINANCIAL: Files Amended Plan of Reorganization
ANDERSON NEWS: Court Approves Creditors' Bid to Sue Affiliates

APEX DIGITAL: Seeks Extend Plan Filing Deadline to Dec. 12
ARLINGTON CLASSICS: S&P Cuts Rating on Series 2010A Bonds to 'BB'
ASHAPURA MINECHEM: Fails to Halt Creditor Actions in U.S.
ATLAS HOSPITALITY: Voluntary Chapter 11 Case Summary
AUGUSTA APARTMENTS: Lender's Claim Junior to Mechanic's Liens

BERNARD MADOFF: SIPC Backs Picard Computation on 2-Year Lookback
BLACK DIAMOND: Negligence Suit v. Alvarez & Marsal Goes to Trial
BLACKSTONE FINANCIAL: Case Summary & 5 Largest Unsecured Creditors
BOULDER SPRINGS: Voluntary Chapter 11 Case Summary
BRAY & JAMISON: Case Summary & 14 Largest Unsecured Creditors

C & M: Case Summary & 20 Largest Unsecured Creditors
CAGLE'S, INC.: Case Summary & 30 Largest Unsecured Creditors
CAMP COOLEY: Wants Name Change Approved in Relation to Assets Sale
CAREFREE WILLOWS: Plan Offers to Pay AG/ICC Paid in 10 Years
CARGO TRANSPORTATION: Court Confirms 2nd Amended Chapter 11 Plan

CENTRAL BUILDING: Files Schedules of Assets and Liabilities
CENTRAL BUILDING: Crow Files List of 5 Largest Unsec. Creditors
CENTURION PROPERTIES: Amends Plan Outline Ahead of Nov. 3 Hearing
CIT GROUP: Swings to Third-Quarter Loss on Debt Prepayment Costs
CNS RESPONSE: Issues $250,000 Bridge Notes to John Pappajohn

CONGRESSIONAL HOTEL: Hearing on $18-Mil. Sale Scheduled for Nov. 7
DALLAS STARS: Files Schedules of Assets and Liabilities
DANDY FAMILY: Voluntary Chapter 11 Case Summary
DARCON OF NORTH: Case Summary & 20 Largest Unsecured Creditors
DEWITT NURSING: Wants Plan Exclusivity Extended to Jan. 23

DIABETES AMERICA: Wants Plan Hearing Deferred Until Nov. 14
DISTRICT OF COLUMBIA: S&P Cuts Rating on Series 2000 Bonds to BB
DYNAMIC BUILDERS: To Sell Assets to Bank of America via Credit Bid
FACTORY 2-U: 3rd Circ. Affirms Dismissal of Garment Industry Suit
FKF MADISON: Judge Clears Firm to Auction Off Plan-Sponsor Rights

GENCORP INC: To Repurchase $46.6-Mil. 2 1/4% Debentures Due 2024
GENERAL SHOPPING: Fitch Affirms Rating on $250MM Notes at 'BB-'
GOM TANG: Case Summary & Largest Unsecured Creditor
GRAHAM SLAM: Case Summary & 9 Largest Unsecured Creditors
GREAT ATLANTIC: Gets Authorization for Injury Settlement Process

GREYSTONE LOGISTICS: Posts $475,360 Net Income in Aug. 31 Quarter
HARRISBURG PA: Governor Declares Capital in Financial Emergency
HAWAIIAN TELCOM: S&P Assigns 'B-' Corporate Credit Rating
HMC/CAH CONSOLIDATED: Says Patient Care Ombudsman Not Needed
HMC/CAH CONSOLIDATED: Cash Collateral Hearing on Friday

HEALTHSPRING INC: S&P Puts BB- Counterparty Rating on Watch Pos.
HILL INTERNATIONAL: Extends Forbearance with BoA to March 2012
HUSSEY COPPER: Kataman's Offer Subject to Nov. 14 Auction
IMUA BLUEHENS: LNR Protests Request to Employ Accountant
IMUA BLUEHENS: Wants Exclusivity Periods Extended by 90 Days

JACOBS FINANCIAL: Incurs $127,000 Net Loss in Aug. 31 Quarter
JER/JAMESON MEZZ: Lender Asks to Throw Out Bankruptcy Case
JCK HOTELS: U.S. Trustee Wants Jeanne C. Wanlass Out of the Case
JER/JAMESON MEZZ: Colony Capital Aims for Dismissal
JUST PLUMBING: Court Won't Dismiss Case, Eyes Chapter 7 Conversion

KARTA GROUP: Voluntary Chapter 11 Case Summary
KINGS PROFESSIONAL: Involuntary Chapter 11 Case Summary
KINGSBURY CORP: Gets Court Approval to Pay Critical Vendors
KT SPEARS: RBC Bank Wants Disclosure Statement Denied
LABELCORP HOLDINGS: S&P Affirms 'B' Corporate Credit Rating

LAKE PLEASANT: Wants Until Dec. 31 to File Chapter 11 Plan
LOS ANGELES DODGERS: Will Have Two Fans on Creditors Committee
LOS ANGELES DODGERS: MLB Says McCourt 'Looted' $190 Million
LOS ANGELES DODGERS: MLB Seeks McCourt Divorce Pact in Bankruptcy
LOS ANGELES DODGERS: MLB Told to Turn Over Docs Before Key Hearing

MAGNETEK INC: Gets Conditional Approval of Pension Funding Waiver
MAQ MANAGEMENT: Gets Interim Consent to Use WSB Cash Collateral
MARITIME COMMS: Taps Harris Jernigan as Bankruptcy Counsel
MK2 TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
MICHAEL MAZZEO: Case Summary & 20 Largest Unsecured Creditors

MOUNTAIN CITY: Corrects List of 20 Largest Unsecured Creditors
MSR RESORTS: Midland Objects to MetLife Settlement
MSR RESORT: Oct. 31 on Midland-Opposes Exclusivity Extension
MUTUAL BANK: FDIC Seeks $127 Million From Former Directors
MW GROUP: Case Summary & 8 Largest Unsecured Creditors

MYSZTYC PROPERTIES: Voluntary Chapter 11 Case Summary
NEWNAN HOUSING: S&P Lowers Rating on Series 2005 Bonds to 'BB'
NORTEL NETWORKS: Committee Wins OK to Hire Alvarez & Marsal
PACESETTER FABRICS: Court Approves Golbar & Assoc. as Accountants
PACIFIC MONARCH: Files for Chapter 11 in California

PENINSULA HOSPITAL: Can Use 1199 Cash Collateral Until Oct. 31
PIEDMONT CENTER: Chapter 11 Trustee Has Until Dec. 10 to Use Cash
PLAN 9 MUSIC: Blames Economic Downturn for Chapter 11 Filing
PMI GROUP: Hires Advisors for Possible Restructuring
POINT BLANK: Strikes Settlement With Department of Justice

PONCE DE LEON: Obtains Authority to Get Carmen Torres as Attorney
POST 240: Case Summary & 15 Largest Unsecured Creditors
R.E. LOANS: Committee, Noteholders Favor Northlight DIP Loan
REOSTAR ENERGY: Hearing on Cash Collateral Use Set for Dec. 12
RIO RANCHO: Has Until Oct. 31 to File Plan & Disclosure Statement

RIO RANCHO: Can Access WSB Cash Collateral Until Nov. 15
ROBERTO CARRERAS: No Conflict of Interest for Lawyers
ROCKETPLANE KISTLER: Heritage to Auction Assets Nov. 11
ROYAL HOSPITALITY: Ch. 11 Trustee Taps Green & Seifter as Counsel
SAAB AUTOMOBILE: Terminates Funding Deals With Youngman, Pang Da

SANITARY AND IMPROVEMENT: Files 20 Largest Unsec. Creditors List
SEA TRAIL: Taps Dana Connelly as Chief Operating Officer
SEA TRAIL: Wants to Hire Cox & Watts as Special Counsel
SEMGROUP LP: Plains All American Has $1 Billion Hostile Bid
SENTINEL MANAGEMENT: Trustee Settles FTN Bribery Case for $38.5MM

SEQUA CORP: S&P Affirms B- Corp. Credit Rating; Outlook Positive
SHAMROCK-SHAMROCK INC: Creditor PNC Bank Won't Join Mediation
SHOPS AT PRESTONWOOD: Court Okays Sayles Werber as Special Counsel
SIGNATURE STYLES: Has Until Jan. 4 to Propose Chapter 11 Plan
TRAILHEAD LODGE: Silverleaf Buys $57 Million Non-Performing Loan

SL MANAGEMENT: 5th Cir. Flips Ruling in Texas Capital Suit
SOLYNDRA LLC: U.S. Trustee Wants Trustee, Says CRO Not Needed
SOUTHERN MONTANA: Files Chapter 11 Protection
SOUTHERN MONTANA: S&P Lowers Issuer Credit Rating to 'CC'
SOUTHERN MONTANA: Case Summary & 20 Largest Unsecured Creditors

SUNVALLEY SOLAR: Board Approves SPA with Asher Enterprises
SUNVALLEY SOLAR: Board OKs Entry Into SPA with Tonaquint
SUPERMEDIA INC: Files Post-Confirmation Qtly. Report for Q3 2011
SWORDFISH FINANCIAL: Disowns Spam Information Detected by OTC
TEE INVESTMENT: WBCMT Says Plan Outline Still Lacks Information

TEE INVESTMENT: Opposes Creditor's Plea Stay Relief
TERRESTAR NETWORKS: Leaves $33MM for Eventual Distribution
TERRESTAR NETWORKS: Wants Plan Exclusivity Extended Until Dec. 20
TURKPOWER CORP: Incurs $1.6 Million Net Loss in Aug. 31 Quarter
UNI-PIXEL INC: Joins Flat Panel Display Conference in Japan

UNISYS CORP: Reports $83.7 Million Net Income in 3rd Quarter
USA AUTO: Case Summary & 13 Largest Unsecured Creditors
VIRGIN OFFSHORE: Files List of 20 Largest Unsecured Creditors
VITRO SAB: BofA Leasing Unit Allowed to Keep $2.4MM Deposit
VITRO SAB: U.S. Debtors Have Corporate Name Changes

VITRO SAB: Congressmen Seek Mexico's Intervention in Restructuring
WACO TOWN: Voluntary Chapter 11 Case Summary
WAINWRIGHT BUILDING: Case Summary & 12 Largest Unsecured Creditors
WASHINGTON MUTUAL: Suit in Seattle Certified as Class Action
WINTHROP HOTEL: Case Summary & 20 Largest Unsecured Creditors

XODTEC LED: Incurs $640,000 Net Loss in Aug. 31 Quarter
ZOO ENTERTAINMENT: Continues to Engage in Discussions with Panta

* Sen. Corker Readies Bankruptcy Alternative to Dodd-Frank
* Double-Dip Recession Likely in Advanced Economies, Roubini Says

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

4100 WEST: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 4100 West Grand LLC
        2400 West Madison Street, Suite 1A
        Chicago, IL 60612

Bankruptcy Case No.: 11-42873

Chapter 11 Petition Date: October 22, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Richard L. Hirsh, Esq.
                  RICHARD L HIRSH & ASSOCIATES PC
                  1500 Eisenhower Lane, Suite 800
                  Lisle, IL 60532
                  Tel: (630) 434-2600
                  Fax: (630) 434-2626
                  E-mail: richala@sbcglobal.net

Scheduled Assets: $1,049,689

Scheduled Debts: $1,067,749

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-42873.pdf

The petition was signed by Ljubomir Sopcic, managing member.


A & V PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: A & V Properties, LLC
        39349 Mound Road
        Sterling Heights, MI 48301

Bankruptcy Case No.: 11-67483

Chapter 11 Petition Date: October 23, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Gregory Alexander, responsible party.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
In re Alpha Electric                   11-41738   01/25/11


AMBAC FINANCIAL: Says Cash Flow Sufficient for Five Years
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ambac Financial Group Inc. filed papers for an
extension of the exclusive right to propose a Chapter 11 plan.

According to the report, in the process, Ambac said it has
sufficient cash to operate for five years.  Earlier this month,
Ambac said in a court filing that it would run out of money and
the almost completed Chapter 11 case would convert to liquidation
in Chapter 7 absent quick estimation of claims by the Internal
Revenue Service.  Ambac made the statements while imploring the
bankruptcy judge to determine the amount of net operating loss
carryforwards that remain.

Ambac's exclusivity motion is scheduled for a Nov. 7 hearing,
according to the report.

Ambac's creditors are voting on a reorganization plan following
approval of the disclosure statement.  The confirmation hearing
for approval of the plan is set for Dec. 8.

                      About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMTRUST FINANCIAL: Files Amended Plan of Reorganization
-------------------------------------------------------
BankruptcyData.com reports that AmTrust Financial (nka AmFin
Financial) filed with the U.S. Bankruptcy Court an Amended Plan of
Reorganization.  The Company also filed with the Court a notice of
its post-confirmation board of directors.  The five directors are
as follows: Matthew Bloom, director, Guggenheim Partners; Nelson
Correa, senior managing director, Goodwin Capital Advisers; Allen
Dick, portfolio manager, Allstate Investments, Vik Ghei, partner,
HoldCo Advisors and Ronald L. Glass, principal, GlassRatner
Advisory & Capital Group.

                        About AmTrust Financial

AmTrust Financial Corp. (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and liabilities
in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ANDERSON NEWS: Court Approves Creditors' Bid to Sue Affiliates
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a group of
publishers received the green light on Tuesday from a Delaware
bankruptcy judge to pursue claims to claw back potentially over
$100 million from affiliates of Anderson News LLC.

According to Law360, U.S. Bankruptcy Judge Christopher S. Sontchi
granted the publishers, including American Media Inc. and
Time/Warner Retail Sales & Marketing Inc., standing to go after
the affiliates on Anderson's behalf, finding after a court hearing
that the wholesaler's refusal to bring the claims itself was
unreasonable and unjustifiable.

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


APEX DIGITAL: Seeks Extend Plan Filing Deadline to Dec. 12
----------------------------------------------------------
Apex Digital Inc. asks the U.S. Bankruptcy Court for the Central
District of California to further extend the exclusive periods to
file a Chapter 11 plan until Dec. 12, 2011, and solicit
acceptances of that plan until Feb. 13, 2012.

The Debtor tells the Court that it has been engaged in extensive
discussions with the Official Committee of Unsecured Creditors
regarding the potential terms of a plan of reorganization.  In
connection with such discussions, the Debtor has provided drafts
of a plan of reorganization and disclosure statement to the
Committee, has received extensive comments and inquiries regarding
such drafts from the Committee, and has worked diligently to
respond to such comments and inquiries.

The Debtor says it intends to continue working cooperatively with
the Committee to formulate and file what the Debtor hopes will be
a consensual plan of reorganization in its case.

                        About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Philip A. Gasteier, Esq.,
and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., in Los Angeles, California, represent the Debtor.  The
Debtor estimated assets and debts at $10 million to $50 million as
of the Petition Date.


ARLINGTON CLASSICS: S&P Cuts Rating on Series 2010A Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BB+' on Arlington Higher Education Finance Corporation, Texas'
series 2010A education revenue bonds, series 2010B education
revenue and refunding bonds, and series 2010C taxable education
revenue bonds issued for Arlington Classics Academy (ACA). The
outlook is stable.

"Management reported internal control deficiencies during fiscal
2011, which contributed to ACA's deficit based on unaudited
results, with coverage of leases, debt service, and maximum annual
debt service weakening significantly," said Standard & Poor's
credit analyst Robert Dobbins. "Furthermore, the charter school
has what we view as a very high carrying charge."

"The stable outlook reflects our view that liquidity remains good
despite operational challenges, which management expects will be
one-time in nature. Furthermore, enrollment growth from the
opening of the new campus has exceeded projections," S&P related.


ASHAPURA MINECHEM: Fails to Halt Creditor Actions in U.S.
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Ashapura Minechem Ltd. is under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code, the
Mumbai-based mining company failed to convince a bankruptcy judge
in New York that it's entitled to an injunction halting collection
activities by creditors in the U.S.

According to the report, U.S. Bankruptcy Judge James M. Peck on
Oct. 24 terminated a temporary injunction he granted on Oct. 5,
one day after the Chapter 15 filing.  Creditors opposed the
injunction, arguing that Ashapura turned to the U.S. when it
failed to win protection from creditors at home in India or in the
U.K., where judgments were entered following arbitration.

Judge Peck, Mr. Rochelle notes, did leave the door open for
Ashapura to return to court to seek an injunction if circumstances
warrant.

                            About Ashapura

Ashapura Minechem Ltd. is an industrial company incorporated under
the provisions of the Companies Act 1956, having its registered
office in Mumbai, India.  It is listed with the Bombay Stock
Exchange and National Stock Exchange of India, Ltd.  It is engaged
in the business of mining, processing and trading minerals and
ores, namely: Bentonite, a versatile clay having applications in
foundries, iron ore pellatization, oil well drilling and civil
engineering; Bauxite, the principal ore used for manufacturing
alumina which is in turn used to produce Aluminum metal; Barytes,
a clay with high specific gravity and is mainly used in oil well
drilling; Iron ore, the principal ore for manufacturing steel.

Ashapura is also engaged in the manufacturing of value added
Bentonite for advanced applications for usage in paper, cosmetic
and edible oil industries.  The company also offers to arrange for
logistical support for transportation and shipping of minerals
which it sells to its customers.

Chetan Shah, as foreign representative of Ashapura, filed a
petition for protection under Chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 11-14668) on Oct. 4, 2011.
Attorney for the foreign representative is Ira A. Reid, Esq., at
Baker & McKenzie LLP.  The Chapter 15 petition estimated the
Debtor's assets and debts to be between $100 million and
$500 million.


ATLAS HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Atlas Hospitality LLC
        1324 Roosevelt Ave E
        Enumclaw, WA 98022

Bankruptcy Case No.: 11-22200

Chapter 11 Petition Date: October 19, 2011

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

Judge: Karen A. Overstreet

Debtor's Counsel: Michael M. Yahng, Esq.
                  CORNERSTONE LAW OFFICE
                  30810 Pacific Hwy South
                  Federal Way, WA 98003
                  Tel: (253) 946-9428
                  E-mail: cornerstonelaws@hotmail.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Lisa Suzuki, member.


AUGUSTA APARTMENTS: Lender's Claim Junior to Mechanic's Liens
-------------------------------------------------------------
The Supreme Court of Appeals of West Virginia affirmed 4-1 the
state circuit court's entry of judgment in favor of Landau
Building Company and Laurita Excavating Inc. against Augusta
Apartments, LLC, following a bench trial in a mechanic's lien
enforcement suit.  The circuit court held that the deed of trust
of Augusta's lender, National City Bank, is junior in priority to
the mechanic's liens of Landau and Laurita.  Augusta and National
City Bank took an appeal from the circuit court's ruling.

The dispute arises from the construction of the Augusta
Apartments, a student apartment complex in Morgantown, West
Virginia.  In October 2006, the bank issued a commitment letter to
Augusta, the owner of the project, agreeing to provide a
construction loan of $20,648,000 to finance the project.  The
Augusta Apartments project was part of a larger public-private
partnership known as "The Square at Falling Run."  The property on
which the apartments were to be built was owned by McCoy 6
Apartments, LLC, a business owned and controlled by the same
family members who had formed Augusta.

In November 2006, Landau contracted with Augusta to serve as both
the construction manager and general contractor of the project.
Their contract had an arbitration clause.  Laurita Excavating, a
subcontractor, was hired to perform the excavation and site work
on the project.

Laurita had begun performing site preparation work prior to the
Dec. 13, 2006, Augusta's closing on the property.

The apartment complex was substantially completed and opened for
occupancy by August 2007, around the start of West Virginia
University's 2007 Fall Semester.  Laurita last worked on the
project in October 2007.

At some time late in the 2007 Fall semester, Landau contacted the
bank to indicate that it owed its subcontractors substantial sums
of money and that Augusta owed Landau "millions of dollars."
Because Augusta was now insolvent, Landau asked the bank to pay
the additional money which the bank refused.

In January 2008, Landau finished working on the project and filed
its Notice of Mechanic's Lien against Augusta for $2,283,317.

The circuit court found that Landau's mechanic's lien was timely
filed as required by West Virginia Code Sec. 38-2-7.  Similarly,
Laurita filed its Notice of Mechanic's Lien against Augusta in
January 2008 for $383,284.27, and the circuit court found that its
mechanic's lien was also timely filed.

Landau filed the mechanic's lien enforcement action against
Augusta, the bank, and Laurita.  Augusta counterclaimed against
Landau for breach of contract alleging construction defects and
unauthorized payments.  Laurita filed a counterclaim against
Landau and a cross-claim against Augusta.  The bank filed a cross-
claim against Augusta and a third-party complaint against the
owners of McCoy 6 Apartments, which sold Augusta the property on
which the Augusta apartments were built. The circuit court stayed
the action to allow Landau and Augusta to undergo arbitration, as
required by their contract.

Landau and Augusta reached an agreement prior to an arbitration
hearing and the arbitration panel issued a consent award based
upon the agreement, which required Augusta to pay Landau
$2,000,000.  Included within this sum was the amount of Laurita's
mechanic's lien.

Had the arbitration hearing been held, Augusta's expert would have
testified that Landau might be owed $14,000, instead of the
$2,000,000 sought.

Landau asserts that the bank was aware of the arbitration and
could have assumed the contract between Landau and Augusta and
defended Augusta in the arbitration. However Landau contends that
the bank chose not to participate in the arbitration.

The circuit court held a bench trial in December 2009. Augusta
filed for Chapter 11 bankruptcy in February 2010.

The circuit court entered a $2,000,000 judgment against Augusta in
favor of Landau and a judgment in favor of Laurita against Landau
for the amount of Laurita's lien.

The circuit court also ordered the appointment of a special
commissioner for the purpose of ascertaining the liens against the
real property at issue, selling that real property, and satisfying
from the proceeds of the sale, to the extent possible, the liens
against that property after deducting the costs of the sale.

Chief Justice Margaret L. Workman, Justice Robin Jean Davis,
Justice Menis E. Ketchum, and Justice Thomas E. McHugh affirmed.
Justice Brent D. Benjamin dissented.

A copy of the Supreme Court of Appeals' Oct. 21, 2011 Memorandum
Decision is available at http://is.gd/jLSPvmfrom Leagle.com.

                     About Augusta Apartments

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on Feb. 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Kristian E. Warner, the Company's
managing member, signed the petition.  The Company estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.

In July 2010, Bankruptcy Judge Patrick M. Flatney approved the
appointment of Robert L. Johns as Chapter 11 trustee.  A secured
creditor and the U.S. Trustee sought a trustee to replace
management, saying that Augusta management used funds from the
apartment to pay debts of Warner family members.  The Chapter 11
Trustee has hired Turner & Johns, PLLC, as counsel.


BERNARD MADOFF: SIPC Backs Picard Computation on 2-Year Lookback
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. is entitled to sue Mets owner Fred Wilpon for
fictitious profit taken out within two years of bankruptcy by
calculating all cash invested less cash taken out since the
inception of the accounts, the trustee and the Securities Investor
Protection Corp. contended in papers filed in U.S. District Court.

According to Mr. Rochelle, the Wilpon group takes a different
approach.  They believe securities law compels the trustee to
credit them with the balance shown on the account statements at
the beginning of the two-year lookback period.  The original
balance, plus any later investments, offset withdrawals during the
two years, the Wilpons argue.

Mr. Rochelle notes that when U.S. District Judge Jed Rakoff ruled
Sept. 27 that the Madoff trustee can only sue for two years of
profits, not six, he left open the question of how to calculate
the amount still subject to attack.  In papers filed with Judge
Rakoff Oct. 25, SIPC and Irving Picard, the trustee, said that
traditional fraudulent transfer law looks beyond the two-year
period to decide how much outstanding debt can be used to offset a
fraudulent transfer claim.  SIPC says that an infinite lookback is
sanctioned in determining whether a debt that one time existed was
paid off before the two-year period prior to bankruptcy.

According to the report, Mr. Picard and SIPC also argue that the
Madoff decision in August by the U.S. Court of Appeals requires a
lookback beyond two years.  In the August ruling, the appeals
court approved the trustee's procedure that calculates customers'
claims by subtracting cash taken out since the inception of the
account from the amount invested after the account was opened.

The Wilpon group reads the appeals court's August opinion and
reaches the opposite result, Mr. Rochelle notes.

The Wilpon group filed papers on Oct. 21 opposing the trustee's
request that Judge Rakoff authorize taking an immediate appeal
from the September ruling cutting the clawback period to two years
from six.  Wilpon argues that an appeal won't "materially advance
the termination" of the lawsuit.

According to Mr. Rochelle, the September ruling's effect on other
lawsuits isn't reason for allowing an appeal in the suit against
the Mets' owners, the papers argue.

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

Judge Rakoff is also deciding whether the Madoff trustee is
entitled to a jury trial.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District of New York (Manhattan).

                     About Bernard L. Madoff

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


BLACK DIAMOND: Negligence Suit v. Alvarez & Marsal Goes to Trial
----------------------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., denied the Motion for
Summary Judgment filed by defendants Ira J. Genser, Larry Tate,
and Alvarez & Marsal North America, LLC, in the lawsuit, TAFT A.
McKINSTRY, AS TRUSTEE OF THE BD UNSECURED CREDITORS TRUST, v.
HAROLD E. SERGENT, IRA J. GENSER, LARRY TATE and ALVAREZ & MARSAL
NORTH AMERICA, LLC, Adv. Proc. No. 11-07010 (Bankr. E.D. Ky.).

Taft A. McKinstry, as Trustee of the Unsecured Creditors Trust
created pursuant to the confirmed plan in Black Diamond Mining
Company, LLC's Chapter 11 case, asserts claims against the A&M
Parties pertaining to whether Messrs. Genser and Tate properly
carried out their duties as the Debtors' chief restructuring
officer (as to Mr. Genser) and chief financial officer (as to Mr.
Tate) during the bankruptcy.  The Plan Trustee alleges that
through the gross negligence and willful misconduct of the A&M
Parties that Black Diamond was significantly damaged and prevented
from completing a successful reorganization.  The complaint was
transferred from the U.S. District Court (Civil Case No. 7:10-cv-
00110).

The two preliminary issues before the Bankruptcy Court are:
whether Mr. Genser is entitled to quasi-judicial immunity, and
whether the substantive law of New York or Kentucky is to be
applied to the case.  The Court agrees with the Plan Trustee that
where the A&M Parties have previously asserted in pleadings before
the Court that they are officers of the Debtor rather than
professionals under the Bankruptcy Code, they cannot now change
their position.  The Court agrees with the A&M Parties that their
retention as officers of the Debtor did not implicate the
principles of disinterestedness.  Neither does it entitle them to
quasi-judicial immunity.  The Court also notes that the A&M
Parties have already twice negotiated the terms of their
limitations of liability and immunity -- First in the Engagement
Letter and second in a settlement agreement with the Debtors and
the Official Committee of Unsecured Creditors. They cannot now
escape those negotiated terms.

In denying the Defendants' Summary Judgment Motion, Judge Scott
pointed out that there is a question of material fact as to the
intent of the parties at the time they entered into the Settlement
Agreement.  An evidentiary hearing will be scheduled on this
issue.

A copy of Judge Scott's Oct. 18, 2011 Memorandum Opinion is
available at http://is.gd/lCEsJWfrom Leagle.com.

                    About Black Diamond Mining

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator formed in 2006.  The company
and seven of its affiliates sought Chapter 11 protection on
(Bankr. E.D. Ky. Case No. 08-70109) on March 4, 2008.  David M.
Cantor, Esq., at Seiller Waterman, LLC, represents the Debtors in
these cases.  The U.S. Trustee for Region 8 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Foley &
Lardner LLP represents the Committee in these cases.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against
FCDC Coal Inc., Black Diamond Mining Co., Martin Coal Processing
Corp., Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors owe them $150 million.  The Debtors schedules showed
$73,669,934 in total assets and $207,403,591 in total liabilities.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The Court entered an order for relief on the involuntary petitions
on March 11, 2008.  Alvarez & Marsal North America LLC was
appointed to provide a chief restructuring officer for FCDC Coal
Inc. and Black Diamond Mining Co.

The Company filed a Chapter 11 plan in early 2009.  The Court on
July 23, 2009, entered an order confirming the Debtors' Third
Amended Joint Plan of Liquidation, as Modified.  On the effective
date of the Plan, the Unsecured Creditors Trust was created and
Taft A. McKinstry was appointed.

Harold Sergent filed his own chapter 7 bankruptcy petition (Bankr.
E.D. Ky. Case No. 10-50763) on March 9, 2010.  Phaedra Spradlin
was appointed the Chapter 7 Trustee.


BLACKSTONE FINANCIAL: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Blackstone Financial Holdings, LLC
        89 West Street
        Beverly, MA 01915

Bankruptcy Case No.: 11-19890

Chapter 11 Petition Date: October 20, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Louis S. Robin, Esq.
                  LAW OFFICES OF LOUIS S. ROBIN
                  1200 Converse Street
                  Longmeadow, MA 01106
                  Tel: (413) 567-3131
                  E-mail: louis.robin@FitzgeraldOBrienRobin.net

Scheduled Assets: $950,000

Scheduled Debts: $4,134,500

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab11-19890.pdf

The petition was signed by Robert E. Lockwood II, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Harbor House Of Gloucester LLC         10-23078   12/01/2010


BOULDER SPRINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Boulder Springs Villas Development, Inc
        P.O. Box 911955
        St. George, UT 84791

Bankruptcy Case No.: 11-35286

Chapter 11 Petition Date: October 20, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Shawn T. Farris, Esq.
                  FARRIS & UTLEY PC
                  2107 W. Sunset Blvd., 2nd Floor
                  St. George, UT 84770
                  Tel: (435) 634-1600
                  Fax: (435) 628-9323
                  E-mail: farris@farrisutley.com

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

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

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

The petition was signed by Stephen N. Sheffield, president.


BRAY & JAMISON: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bray & Jamison PLLC
        770 South Post Oak Lane, Suite 405
        Houston, TX 77056
        Tel: (713) 529-7800

Bankruptcy Case No.: 11-38957

Chapter 11 Petition Date: October 23, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Thomas R. Bray, Esq.
                  BRAY ASSOCIATES
                  1431 Wirt Road, Suite 140
                  Houston, TX 77055
                  Tel: (713) 827-1760
                  Fax: (713) 827-7510
                  E-mail: braylawoffice@aol.com

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

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

The petition was signed by Bruce L. Jamison and Thomas R. Bray,
managers.

Debtor's List of Its 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rauyn Corporation                  Office Lease           $108,021
c/o H.R. Barber & Company
770 S. Post Oak Lane, Suite 535
Houston, Texas 77056

West                               Trade Debt               $9,038
610 Opperman Drive
D6-11 Accounts Receivable
Eagan, MN 55123

LOGIX Communications               Trade Debt               $8,450
2950 N. Loop W., 8th Floor
Houston, Texas 77092

AT&T                               Trade Debt               $3,110

Earthlink, Inc.                    Trade Debt                 $471

Neofunds by Neopost                Trade Debt                 $329

Neopost USA Inc.                   Trade Debt                  $42

Anloc, LLC                         Contract            Unspecified

Michael Coolures                   Contract            Unspecified

James W. Alexander 1993 Living     Contract            Unspecified
Trust

Alexander Energy                   Contract            Unspecified

DMA Oil & Gas, L.L.C.              Contract            Unspecified

Richard L. Fuqua, II               Contract                Unknown

Department of the Treasury         Late Charges            Unknown


C & M: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Debtor: C & M Russell, LLC
        P.O. Box 91017
        Los Angeles, CA 90009

Bankruptcy Case No.: 11-53845

Chapter 11 Petition Date: October 20, 2011

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

Judge: Sandra R. Klein

Debtor's Counsel: Alan G. Tippie, Esq.
                  SULMEYERKUPETZ
                  333 S. Hope Street, 35th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  E-mail: atippie@sulmeyerlaw.com

Scheduled Assets: $17,499,500

Scheduled Debts: $9,300,331

The petition was signed by Mattie B. Evans, chief executive
member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Paychex                            Payroll Deposits        $12,000
1175 John Street ? Main Office
West Henrietta, NY 14586

The Gas Company                    Utilities                $5,000
P.O. Box C
Monterey Park, CA 91756

Dunrite Plumbing                   Services and Repairs     $5,000
2120 W. 186th Street
Torrance, CA 90504

Top Drawer Construction            Small Claims             $5,000

Oceanside Pools, Inc.              Services and Repairs     $4,775

Southern California Edison         Utilities                $3,000

City of El Segundo                 Utilities                $3,000

Berry, Black, Ewald & Moffitt      Security Deposit         $3,000

West Coast Chief Repair, Inc.      Small Claims             $2,977

Carlos Fabunan                     Security Deposit         $2,300

Mitchell Stone                     Small Claims             $1,850

David Chavarria & Michael Dinius   Security Deposit         $1,500

Benjamin Gayatin & Melchora Uyeke  Security Deposit         $1,500

Elda Minakis & Omar Tapia          Security Deposit         $1,500

Todd & Rina Richardson             Security Deposit         $1,500

Michael & Carrie Nichols           Security Deposit         $1,500

Sarah Keith                        Security Deposit         $1,500

Kahled Manasfi                     Security Deposit         $1,500

Mia Gusman                         Security Deposit         $1,400

Miguel Silva                       Security Deposit         $1,350


CAGLE'S, INC.: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cagle's, Inc.
          dba Integrated Poultry Company
        1385 Collier Road, N.W.
        Atlanta, GA 30318

Bankruptcy Case No.: 11-80202

Chapter 11 Petition Date: October 19, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Paul K. Ferdinands, Esq.
                  KING & SPALDING
                  1180 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 572-4600
                  Fax: (404) 572-5129
                  E-mail: pferdinands@kslaw.com

Debtor's
Restructuring
Adviser:          FTI CONSULTING, INC.

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

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

The petition was signed by Mark M. Ham, IV, executive vice
president and chief financial officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cagle's Farms, Inc.                   11-80203            10/19/11
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

Cagle's Inc.'s List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ADM Milling Co.                    Trade Debt           $3,696,757
4666 Faries Parkway
Decatur, IL 62526

Diversified Ingredients            Trade Debt             $877,280
870 Woods Mill Road
Ballwin, MO 63011

International Paper                Trade Debt             $857,684
6400 Poplar Avenue
Memphis, TN 38197

Evonik Degussa Corporation         Trade Debt             $799,094
Chemical Group
1701 Barrett Lakes Boulevard, Suite 340
Kennesaw, GA 30144

Poet Nutrition                     Trade Debt             $687,604
4506 N. Lewis Avenue
Sioux Falls, SD 57104

Ampro Products, Inc.               Trade Debt             $623,689
2305 O'Kelly Drive
Gainesville GA 30507

American Proteins, Inc. H'ville    Trade Debt             $564,927
F.G.
4705 Leland Drive
Cumming, GA 30041

Georgia Feed Products Co.          Trade Debt             $451,938
82 Ga Feed Drive
Cuthbert, GA 39840

Zeigler, R.L. Co, Inc.             Trade Debt             $433,588
3201 Kauloosa Avenue
Tuscaloosa, AL 35401-7506

JAT Oil, Inc.                      Trade Debt             $373,088
600 W. Main Street
Chattanooga, TN 37402

Cobb-Vantress, Inc.                Trade Debt             $352,768
4703 Highway 412 E.
Siloam Springs, AR 72761-8906

CSX Transportation                 Rail Freight           $293,583
500 Water Street, C900
Jacksonville, FL 32202

Sand Mountain Electric Co-Op       Utilities              $242,244

Nagel, H. & Son Co.                Trade Debt             $223,493

Claxton Poultry Farms              Trade Debt             $221,900
(Norman W. Fries, Inc.)

Air Products                       Trade Debt             $180,117

American Express                   Trade Debt             $173,557

House of Raeford Farms, Inc.       Trade Debt             $167,902

Greater South Bonds & Insurance    Trade Debt             $142,469

DSM Nutritional Products, Inc.     Trade Debt             $126,640

Intervet                           Trade Debt             $118,345

Southeastern Minerals, Inc.        Trade Debt             $113,543

Norfolk Southern Corporation       Freight                $105,777

Colonial Packaging, Inc.           Trade Debt             $103,105

Savage Poultry, Inc.               Trade Debt              $97,636

Garrison Trucking, Inc.            Freight                 $92,993

Aviagen, Inc.                      Trade Debt              $90,914

Lange Logistics, Inc.              Freight                 $82,972

Continental Mills, Inc.            Trade Debt              $77,196

Whatley Oil & Auto Parts Inc.      Trade Debt              $75,843


CAMP COOLEY: Wants Name Change Approved in Relation to Assets Sale
------------------------------------------------------------------
Debtor Camp Cooley Ltd., asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the amendment of its
certificate of limited partnership and take any other action
necessary to change the name of the Debtor.

The Debtor relates that the sale of the real property and
underlying minerals to Circle X Land & Cattle Co., Ltd. closed on
Aug. 31, 2011.  Upon closing the buyer became the owner of certain
intellectual property of the Debtor including the right to use the
name Camp Cooley.

The Debtor adds that it has to fulfill its obligations related to
the sale of the ranch, remove the Camp Cooley name from the
potential additional negative implications surrounding the ongoing
bankruptcy case, and allow the buyer to operate under the Camp
Cooley name.

                        About Camp Cooley

Franklin, Texas-based Camp Cooley Ltd. operated an agricultural
and farming business.  Camp Cooley is the entity resulting from
the merger of these entities effective Nov. 7, 2009: North CC
Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate
Genetics, LLC; and Camp Cooley Genetics, LLC.

Camp Cooley filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 09-61311) on Nov. 8, 2009.  In its schedules,
the Debtor disclosed $57,917,118 in assets and $28,138,421 in
liabilities.

Blake L. Beckham, Esq., at Beckham & Mandel, Esq., in Dallas; and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harris & Tate, in San Antonio,
Tex., represent the Debtor as counsel.


CAREFREE WILLOWS: Plan Offers to Pay AG/ICC Paid in 10 Years
------------------------------------------------------------
Carefree Willows, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a Second Amended Disclosure Statement in
support of its Amended Plan of Reorganization.

The Debtor will continue to operate its business upon the Property
post-confirmation.  The income generated therefrom will be used to
fund the Plan.

The Plan contemplates the contribution of certain funds for its
implementation.  All required funds to implement the Plan will be
contributed by a combination of Kenneth L. Templeton, Carefree
Holdings, LP, MLPGP, LLC, and the Templeton Family Trust Dated
October 8, 1992 and the Ken II Trust Dated May 4, 1998.  All
necessary funds will be placed in a segregated interest earning
bank account dedicated for the purposes of Plan funding at least
five days prior to the Confirmation Hearing.  There are no
conditions for use of the funds, other than confirmation of the
Debtor's Plan.

The Debtor intends to sell or refinance the Property prior to the
Maturity Date in order to comply with the final payment to AG and
any other payments required under this Plan.

The Plan classifies and treats claims and interests against the
Debtor as:

   -- Class 1. Allowed Secured Claim of AG/ICC.  The amount of the
      AG Allowed Secured Claim will be the sum of $30,000,000.
      AG will retain its security interest in the Property and
      rents as evidenced by the AG Deed of Trust, as well as any
      other security interest as created by the loan documents.

      On or before the 15th day of each and every month,
      commencing on the 15th day of the next month following the
      Effective Date, the Debtor will make a monthly payment to AG
      based upon a 30 year amortization of the AG Allowed Secured
      Claim at the AG Interest Rate.  An escrow account will be
      maintained as set forth in Section 11.2 to be used to
      cover any shortfall in the Debtor's ability to make such
      payment.

      The balance owed on the AG Allowed Secured Claim, together
      with any and all accrued interest, fees and costs due
      thereunder, will be paid on or before ten (10) years
      following the Effective Date, or such earlier date as the
      Debtor may propose at the Confirmation Hearing which is
      approved by the Court.

   -- Class 2. The AG Deficiency Claim.  The balance of the AG
      Total Deficiency will be paid in full in cash the
      later of fifteen (15) days following the Appreciated
      Valuation Date, agreement of the parties as to the
      Appreciated Value, or entry of a final non-appealable order
      determining the Appreciated Value.

   -- Class 3. The Allowed Secured Claim of Security 1st Bank of
      Nevada.  The Allowed Secured Claim of the Service 1st Bank
      of Nevada will retain its lien against the Debtor's 32
      passenger bus, will bear interest at the rate of 6% per
      annum, or in the event of objection, such other rate as the
      Court will determine is appropriate at the Confirmation
      Hearing, and will be paid by equal monthly payments over a
      period of 48 months, commencing on the first day of the
      first month following the Effective Date.

   -- Class 4. Allowed Claims of unsecured creditors not entitled
      to priority under Section 507 of the Bankruptcy Code.
      Allowed Unsecured Claims will be paid 95% of their Allowed
      Claim, without interest, on the Effective Date.  Any Class 4
      creditor may elect to be paid at a later date from proceeds
      derived from the sale or refinance of the Property.  Any
      unsecured creditor making such election will be entitled to
      be paid its entire claim, including interest from and after
      the Effective Date until paid at the rate of 3% per annum,
      however such payment will be limited to the proceeds
      available from any sale or refinance.

   -- Class 5. The membership interests of the Debtor.  The
      members will retain their membership interests in the
      Reorganized Debtor, but will receive no distribution until
      Classes 1 through 4 are paid in full.

Classes 1, 2, 3 and 4 are all impaired under the Plan.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/carefreewillows.2ndamendedDS.pdf

                    About Carefree Willows LLC

Carefree Willows, LLC, is the owner of an existing 300-unit senior
housing complex, located 3250 S. Town Center Drive, in Las Vegas.
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  Alan R. Smith, Esq., at
the Law Offices of Alan R. Smith, in Reno, Nevada, serves as
counsel to the Debtor.  The Debtor disclosed $30,604,014 in assets
and $36,531,244 in liabilities as of the Chapter 11 filing.


CARGO TRANSPORTATION: Court Confirms 2nd Amended Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
confirmed on Oct. 19, 2011, Cargo Transportation Services, Inc.'s
Second Amended Plan of Reorganization dated Oct. 12, 2011,
pursuant to Section 1129 of the Bankruptcy Code.

At the confirmation hearing, additional modifications were
announced on the record with respect to the treatment of certain
secured claims that were classified in the various subclasses of
Class 3.  Additional modifications were also announced on the
record as to the treatment and payment of certain administrative
expense claims.

The Class 3 Modifications and Additional Modifications, as set
forth in pages 5 and 6 of the order, will become part of the Plan
and the Confirmation Order.

The Court will conduct a Status Conference in this Chapter 11 case
on Nov. 9, 2011, at 10:00 a.m.

A copy of the confirmation order is available for free at:

http://bankrupt.com/misc/cargotransportation.confirmationorder.pdf

The Plan classifies the various claims against and interests in
the Debtor as:

  Class              Description                          Status
  -----              -----------                          ------
Class 1       Unsecured Priority Claims                 Unimpaired
Class 2       Comerica Secured Claim                    Impaired
Class 3(A)    Secured Claim of Ally Financial           Unimpaired
Class 3(B)    Secured Claim of BMW Bank                 Unimpaired
Class 3(C)    Secured Claim of Credential Leasing       Impaired
Class 3(D)    Secured Claim of GECC                     Unimpaired
Class 3(E)    Secured Claim of Key Equipment Finance    Impaired
Class 3(F)    Equipment Financing Claim of
              Mercedes-Benz Financial (as to the
              tractors only)                            Impaired
Class 3(G)    Secured Claim of U.S. Bancorp Equipment   Impaired
Class 3(H)    Secured Claim of Toyota Motor Credit      Unimpaired
Class 3(I)    Secured Claim of Wells Fargo Financial    Impaired
Class 3(J)    Secured Claim of Wells Fargo Equipment    Impaired
Class 3(K)    Secured Claim of First Insurance Funding  Unimpaired
Class 3(L)    Secured Claim of CoActive                 Impaired
Class 3(M)    Secured Claim of Transport International  Impaired
Class 4       Unsecured Convenience Claims              Impaired
Class 5       Performing CV/IC Claims                   Impaired
Class 6       Non-Performing CV/IC Claims               Impaired
Class 7       General Unsecured Claims                  Impaired
Class 8       Unsecured Intercompany Claims
Class 9       Equity Interests

All of the Impaired Classes, with the exception of Class 7, have
voted to accept the Plan.

The entire Comerica Secured Claim is Allowed in the amount of
$3,500,000.  In full satisfaction of the Comerica Secured Claim,
Comerica will receive:

   i) the Comerica Base Receivable Proceeds;

  ii) a cash payment from the Reorganized Debtor in the
      amount of $125,000 on the Effective Date in full
      satisfaction of Comerica's Lien on the Effective Date
      Deposits and Prepaid Expenses;

iii) a cash payment from the Reorganized Debtor in the
      amount of $100,000, in full satisfaction of Comerica's Lien
      on the Effective Date Tangible Personal Property;

  iv) a Cash payment to Comerica by the Exit Funder on the
      Effective Date of $25,000 in immediately available funds in
      exchange for the contemporaneous and full release by
      Comerica of its Liens on all of the Debtor's rights and
      interest under the Shareholder Note, which Shareholder Note
      will be contemporaneously conveyed by the Debtor to the Exit
      Funder;

   v) a Cash payment from the Reorganized Debtor in the amount of
      $10,000.00 on the Effective Date in full satisfaction and
      release of Comerica's Lien on the Debtor's rights in the
      accounts receivable of All Points, ANAM Inc., and John J.
      Transportation; and

(vi) all of the Debtor's rights in other miscellaneous loans and
      advances or other assets not otherwise specifically defined
      in this Plan.

Allowed Unsecured Claims classified in Class 7 will be satisfied
through the Pro Rata Distribution of the Plan Trust Assets on
Distribution Dates that will occur (i) within 120 days of the
Effective Date and (ii) on the First and Second Anniversary Dates.

All Intercompany Claims will be canceled as of the Effective Date
and the Holders of such claims will waive any right to
distribution on account of such claims.

All existing Equity Interests held in the Debtor will be
canceled and terminated as of the Effective Date.

On the Effective Date, all Effective Date Cash and Effective Date
Receivable Proceeds subsequently collected will be received by the
Reorganized CTS in trust for the benefit of holders of Allowed
Claims.  The Reorganized Debtor will make Distribution on account
of all Administrative Claims to be paid from the Administrative
Carve-Out on or as soon as practicable after the Effective Date.
The Effective Date Net Cash and Effective Date Receivable Net
Proceeds will be deposited into a segregated account maintained at
Comerica and will be used solely to pay Allowed Claims and
fund the Carve-Outs as provided under the Plan.  The business
operations of Reorganized CTS, including the ordinary operating
costs related to the collection of the Effective Date Receivable
Assets will be funded by the Exit Funding (in the amount of
$2 million).  All invoices for freight services rendered on or
after the Effective Date may be billed and invoiced separately by
Reorganized CTS under the name of Smith Transport Services or
other name distinct from CTS.

The Reorganized Debtor's operations will be funded by (i) Cash
generated from operations, (ii) the Exit Funding, and (iii) new
post-Effective Date accounts receivable financing or other working
capital financing.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as the Debtor's certified public
accountants.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.  DLA Piper is general
counsel for the Committee.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CENTRAL BUILDING: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Central Building LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $22,000,000
  B. Personal Property              $913,866
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,787,770
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $354,105
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $230,667
                                 -----------      -----------
        TOTAL                    $22,913,866      $19,372,542

                     About Central Building

Orinda, California-based Central Building LLC and its wholly owned
subsidiary Crow Partners LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CENTRAL BUILDING: Crow Files List of 5 Largest Unsec. Creditors
---------------------------------------------------------------
Crow Partners LLC has filed with the U.S. Bankruptcy Court for the
District of Arizona a list of its five largest unsecured
creditors.

Debtor's List of Its Five Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
Central Building Camelback LLC    Karman Power
301 Village Sq                    Standup
Orinda, CA 94563                  Wheelchair Model
                                  XO202                $5,850.00

Stellar Environmental             Environmental
Solutions Inc                     Services
2198 Sixth St #201
Berkeley, CA 94710                                     $4,800.00

Arizona Dept of Revenue
Special Operations Section
1600 W Monroe 7th Fl
Phoenix, AZ 85007-2612                                   Unknown

Internal Revenue Service                                 Unknown

State of California                                      Unknown

                     About Central Building

Orinda, California-based Central Building LLC and its wholly owned
subsidiary Crow Partners LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  In its petition, Central Building estimated
$10 million to $50 million in both assets and debts.  The petition
was signed by Neal Smither, member.

The two bankruptcy cases are jointly administered.  Crow Partners
as lead case.


CENTURION PROPERTIES: Amends Plan Outline Ahead of Nov. 3 Hearing
-----------------------------------------------------------------
Centurion Properties III, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Washington a Second Amended Plan
of Reorganization and an accompanying Disclosure Statement on Oct.
21, 2011.

The Plan is premised on the Reorganized Debtor's ability to obtain
replacement financing for General Electric Capital Corp.'s Allowed
secured Claim on or before Dec. 9, 2012, or, in the alternative,
all of the Debtor's cash will be turned over to GECC and the
Battelle Leaseholds will be sold subject to GECC's credit bid by
Dec. 10, 2012.  The Plan is premised on funding through "new
equity contributions" and continued use of GECC's cash collateral
with GECC's prior consent.  The Plan also provides for completion
of pending litigation to determine the nature, extent, amount and
validity of disputed Claims, as well as the pursuit of affirmative
claims against Defendants for purposes of judgments in favor of
the Debtor.

The Debtor's Plan will be funded and implemented by:

     1. New Equity Contribution/Cash Contribution - On the
        Effective Date, SMI Group XIV, LLC will contribute
        $50,000, a waiver of a $750,000 administrative claim of
        SMI Group XIV, LLC, and a waiver of payment of the
        $257,133.77 general unsecured claim of Sigma Management,
        Inc.  The contributions will be in exchange for 100% of
        the New Equity Interests of the Reorganized Debtor.

     2. Refinancing - The Debtor has until Dece. 9, 2012, to
        consummate refinancing of the GECC Loan.  With the
        assistance of Savills LLC, the Debtor anticipates a
        commitment for refinancing the property within the next
        180 days, if not sooner.  The anticipated amount of the
        new loan is estimated to be in the range of $62 million to
        $68 million.

     3. Sale Deadline/Sale of Property - If the Battelle
        Leaseholds have not been sold or refinanced and a payoff
        of GECC has not occurred, the Debtor will sell the
        Battelle Leaseholds on Dec. 10, 2012.  The Court will
        hold a hearing at which the Battelle Leaseholds will be
        sold to the highest bidder.  At the sale hearing, GECC or
        its assignee will be deemed to have made a "credit" bid to
        acquire the Battelle Leaseholds.

     4. Cash Reserves/Business Operations - As of October 1, 2011,
        the Debtor holds $3.5 million on deposit with Washington
        Trust Bank.  The money has been derived through ongoing
        business operations and is GECC's Cash Collateral, and may
        be used only with GECC's consent.  The Debtor believes the
        Cash Collateral fund will be sufficient to fund the
        ongoing operations of the Reorganized Debtor and will be
        replenished with future revenue from the Battelle
        Leaseholds.

The Plan provides for these classification and treatment of
claims:

     A. Administrative claims - Consisting of professional fees
        totaling $566,736 through Oct. 31, 2011, will be paid
        as an administrative expense.

     B. Class 1 (Benton County Treasurer) totaling $446,545 is
        unimpaired under the Plan.  These claims will be paid in
        full within 30 days of Effective Date, plus statutory
        interest and penalties.

     C. Class 2 (General Electric Capital Corporation) totaling
        $60,182,140, plus all unpaid default and non-default
        interest owing under the Loan Documents is impaired under
        the plan.  The claim will treated in accordance with the
        terms of GECC Settlement Agreement.

     D. Class 3 (General Unsecured Claims) estimated to be less
        than $25,000 in unimpaired.  The claims will paid in full
        within the later of 30 days of the Effective Date or when
        the claims become allowed.

     E. Class 4 (Equity Funding, Umpqua Bank, U.S. Bank)
        consisting of disputed claims totaling $5,313,602, is
        impaired.  These claims will be paid, with interest, to
        the extent allowed and funds are available, within 60 days
        after Class 2 is paid in full.  Class 4 will be treated
        pari passu with Classes 5 and 6 or as otherwise ordered by
        the Court.  If the Battelle Leaseholds are sold to GECC
        subject to GECC's credit bid, Class 4 will take nothing
        under the Plan.

     F. Class 5 (Centrum Financial Services, Umpqua Bank, U.S.
        Bank) consists of disputed claims totaling $10,312,787 is
        impaired.  These claims will be paid, with interest, to
        the extent allowed and funds are available, within 60 days
        after Class 2 is paid in full.  The claims will be treated
        pari passu with Classes 4 and 6 or as otherwise ordered by
        the Court.  If the Battelle Leaseholds are sold to GECC
        subject to GECC's credit bid, Class 5 will take nothing
        under the Plan.

     G. Class 6 (Trident Investments) is impaired and disallowed
        under the Plan.

     H. Class 7 (Centurion Pacific, LLC) consisting of disputed
        claims of $4,047,772 is impaired under the Plan.  These
        claims will be paid, with interest, to the extent allowed
        and funds are available, within 45 days after Classes 4-6
        are paid in full, to the extent allowed.  If the Battelle
        Leaseholds are sold to GECC subject to GECC's credit bid,
        Class 7 will take nothing under the Plan.

     I. Class 8 (Centurion Southwest, LLC) consisting of disputed
        claims totaling $12,980,918 is impaired under the Plan.
        These claims will be paid, with interest, to the extent
        allowed and funds are available, within 30 days after
        Class 7 is paid in full, to the extent allowed.  If the
        Battelle Leaseholds are sold to GECC subject to GECC's
        credit bid, Class 8 will take nothing under the Plan.

     J. Class 9 (Sigma Management, Inc.) totaling $257,134, is
        impaired under the Plan.  The claim will be paid to the
        extent funds are available after full payment of Class 8.

     K. Class 10 (CPIII's Membership Interests) will be cancelled.

The hearing on the Disclosure Statement is scheduled on Nov. 3,
2011, at 3:00 P.M

A copy of the Second Amended Disclosure Statement is available for
free at:

    http://bankrupt.com/misc/CENTURION_2ndamendeddisclosure.pdf

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee was unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CIT GROUP: Swings to Third-Quarter Loss on Debt Prepayment Costs
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that CIT Group Inc.
executives struck an upbeat tone about commercial loan demand
despite reporting a third-quarter loss, saying the U.S. economy
doesn't appear to be headed toward a double-dip recession.

                        About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


CNS RESPONSE: Issues $250,000 Bridge Notes to John Pappajohn
------------------------------------------------------------
CNS Response, Inc., on Oct. 18, 2011, entered into a new Note and
Warrant Purchase Agreement in connection with a $2 million bridge
financing, with John Pappajohn, a member of the Company's Board of
Directors.  Pursuant to the agreement, the Company issued
subordinated secured convertible notes in the aggregate principal
amount of $250,000 and warrants to purchase 1,250,000 shares of
common stock to Mr. Pappajohn for gross proceeds to the Company of
$250,000.

The Bridge Financing Purchase Agreement provides for the issuance
and sale of Bridge Notes in the aggregate principal amount of up
to $2,000,000, and warrants to purchase a number of shares
corresponding to 50% of the number of shares issuable on
conversion of the Bridge Notes, in one or multiple closings to
occur no later than April 1, 2012.

The Bridge Notes mature one year from the date of issuance, earn
interest equal to 9% per year with interest payable at maturity,
are convertible into shares of common stock of the Company at a
conversion price of $0.10, are secured by a second position
security interest in the Company's assets that is pari passu with
the interest recently granted to the holders of the Company's
subordinated convertible notes, are subordinated in all respects
to the Company's obligations under its senior convertible notes
and the related guaranties issued to certain investors by SAIL
Venture Partners, L.P., and are pari passu to the obligations
under the Subordinated Notes.

The warrants related to the Bridge Notes expire five years from
the date of issuance and are exercisable for shares of common
stock of the Company at an exercise price of $0.10.

A full-text copy of the Form 8- is available for free at:

                         http://is.gd/JubLqs

                         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.


CONGRESSIONAL HOTEL: Hearing on $18-Mil. Sale Scheduled for Nov. 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
convene a hearing on Nov. 7, 2011, at 3:00 p.m., to consider the
motion of Congressional Hotel Corporation and CASCO Hotel Group,
LLC for authorization to sell substantially all of their assets.

As reported in the Troubled Company Reporter on Sept. 28, 2011,
the Debtors ask the Court to approve an agreement of sale whereby
1775 Rockville Pike LLC will acquire all of the assets.

The Debtors relate that on Aug. 23, 2011, the Debtors entered into
an agreement of sale with 1775 Rockville, a Delaware Limited
Liability Company, to sell the property and other rights, titles
and interests.

The salient terms of the agreement of sale includes:

Assets to be Sold:             At the closing the seller will
                               transfer to the purchaser, free
                               and clear of all liens, claims,
                               interests, and encumbrances of
                               every kind, all of the assets,
                               including, without limitation, the
                               property and CHC personalty.

Purchase Price:                The purchaser agrees to pay
                               $18,000,000.

Deposit:                       As of the date of the motion, the
                               purchaser has deposited $350,000
                               with the escrow agent.  Upon the
                               expiration of the inspection
                               period, the purchaser will deposit
                               an additional $150,000 with the
                               escrow agent.  The escrow agent
                               will hold the deposit in accordance
                               with the terms of the agreement of
                               sale and the escrow agreement.

No Assumed Liabilities:        The purchaser will not assume any
                               of the seller's debts, liabilities
                               and other obligations with respect
                               to the assets and seller will
                               continue to be responsible for
                               liabilities, other than (i) those
                               arising after the closing under any
                               contract that the purchaser
                               specifically assumes under the
                               agreement of sale; and (ii) other
                               liabilities, if any, specified in
                               the agreement of sale.

Assigned Contracts:            Within five days after the
                               expiration of the inspection
                               period, but in all events at least
                               30 days prior to the hearing on the
                               sale motion, the purchaser will
                               determine which assigned contracts
                               it intends to assume (including the
                               Mervis Lease).

The proposed sale to the purchaser reflects the highest and best
price for the assets.

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


DALLAS STARS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Dallas Stars, L.P., filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $52,035,457
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $149,752,982
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $265,253
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $213,550,956
                                 -----------      -----------
        TOTAL                    $52,035,457     $363,569,191

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                        Assets       Liabilities
   -------                          ------       -----------
StarCenters LLC                          $0    $149,640,000
Dallas Arena LLC                $49,017,082    Undetermined
Dallas Stars U.S. Holdings Corp.    $13,036    $149,640,000

                        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.


DANDY FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dandy Family Trusts
        4009 Kanawha Avenue
        Charleston, WV 25304

Bankruptcy Case No.: 11-20743

Chapter 11 Petition Date: October 20, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Aurelius Robleto, Esq
                  ROBLETO LAW
                  239 Fourth Ave, Ste 1603
                  Pittsburgh, PA 15222
                  Tel: (412) 478-9090
                  Fax: (412) 346-1035
                  E-mail: apr@robletolaw.com

                  Matthew M. Johnson, Esq.
                  108 Hills Plaza
                  Charleston, WV 25312
                  Tel: (304) 610-9380

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

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

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

The petition was signed by Deborah Dandy Michaux, Trustee.


DARCON OF NORTH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Darcon of North Carolina, Inc.
        P.O. Box 3731
        Cary, NC 27519

Bankruptcy Case No.: 11-08030

Chapter 11 Petition Date: October 20, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-08030.pdf

The petition was signed by Sirine Schtakleff, vice president.


DEWITT NURSING: Wants Plan Exclusivity Extended to Jan. 23
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DeWitt Rehabilitation & Nursing Center Inc. submitted
another motion for extension of its exclusive right to propose a
Chapter 11 plan.  The new deadline would be pushed out by two
months to Jan. 23 if approved by the bankruptcy court at a Dec. 7
hearing.  To justify longer exclusivity, DeWitt once again told
the judge how it's saving $65,000 month by using another pharmacy
provider and $20,000 a month from outsourcing the jobs of four
physical therapists.  In addition, there are negotiations with the
union on a new contract.  DeWitt made the same statements in two
prior requests for more exclusivity.

                    About Dewitt Rehabilitation

New York-based DeWitt Rehabilitation and Nursing Center runs a
499-bed nursing home on East 79th Street in Manhattan.  The
nursing home is owned by Marilyn Lichtman, who has been the
operator since the facility opened in 1967.

DeWitt Rehabilitation filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-10253) on Jan. 25, 2011.  Marc A.
Pergament, Esq., at Weinberg, Gross & Pergament, LLP, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at up to $50,000 and debts at $10 million to $50 million.


DIABETES AMERICA: Wants Plan Hearing Deferred Until Nov. 14
-----------------------------------------------------------
Diabetes America Inc. asks the Hon. Marvin Isgur of the U.S.
Bankruptcy Court for the Southern District of Texas to extend for
45 days the exclusive period of Diabetes America to obtain
acceptances of its Chapter 11 plan.

The Debtor also asks the Court a continuance of the plan
confirmation hearing to Nov. 14, 2011.

The Debtor says it only received notice of EDG Partners Fund II
L.P.'s proposed purchase price adjustment and the due diligence
issues possibly impairing confirmation of the plan on Oct. 11,
2011.  The Debtor relates that is diligently reviewing EDG's
proposal and the Debtor's obligations under the plan.

The Debtor notes it anticipates making a counter-proposal in the
coming days.  The Debtor is also working expeditiously to address
the additional due diligence issues raised by EDG.  Under the
circumstances, the Debtor believes emergency consideration of the
requested relief is warranted.  The Debtor does not believe that
emergency consideration will prejudice any party's rights and
protects the status quo.

According to the Troubled Company Reporter on Sept. 5, 2011, under
the Plan, the Debtor is selling substantially all of its operating
assets.  The Debtor has accepted an offer from EDG Partners Fund
II, L.P. for $4,750,000 cash plus the assumption of up to $925,000
in certain postpetition accrued liabilities.  The offer is subject
to a court-approved bidding process that will determine the
highest and best offer.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/DIABETESAMERICA_Aug19DS.pdf

                     About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas; and Joshua Walton Wolfshohl, Esq., at
Porter Hedges, L.L.P., in Houston, represent the Debtor as
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DISTRICT OF COLUMBIA: S&P Cuts Rating on Series 2000 Bonds to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
District of Columbia Housing Finance Agency's (Aspen Court
Project) multifamily housing revenue bonds series 2000 to 'BB'
from 'BB+'.

"The downgrade based on our view of insufficient coverage by
2028," said Standard & Poor's credit analyst Renee J. Berson.

The rating also reflects S&P's view of these weaknesses:

    Revenues from mortgage debt service payments and investment
    earnings are insufficient to pay full and timely debt service
    on the bonds plus fees until maturity, with debt service
    coverage projected to fall below investment-grade levels in
    Sept. 2028;

    Asset/liability parity is projected to fall below 100% in
    March 2020;

    Insufficiency to pay reinvestment risk based on the 15-day
    minimum notice period required for special redemptions on
    March 2020 in the event the security prepays; and

    A deficit after reinvestment risk is paid in March 2019.

The weaknesses are offset by S&P's opinion of these credit
strengths:

    The high credit quality of the Fannie Mae guaranteed pass-
    through certificates, which we consider 'AA+' eligible;

    Investments held in Wells Fargo Funds Trust - Government Money
    Market Fund; and

    An asset-to-liability ratio of 100.82% as of Sept. 30, 2011.

"Standard & Poor's has analyzed updated financial information
based on our current stressed reinvestment rate assumptions for
all scenarios as set forth in the criteria for certain federal
government-enhanced housing transactions," S&P related.


DYNAMIC BUILDERS: To Sell Assets to Bank of America via Credit Bid
------------------------------------------------------------------
The Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California authorized Dynamic Builders, Inc.,
to sell or transfer property to Bank of America, N.A., or its
Nominee.

The Court approved the sale of the real properties -- 2914 East
Washington Boulevard, Los Angeles, California, and commonly known
as 3000 ? 3090 East Washington Boulevard, Los Angeles, California,
free and clear of those liens, encumbrances, claims and interests
to BofA or its nominee, Quality Properties Asset Management
Company, an Illinois corporation, via credit bid.

The Troubled Company Reporter on reported on July 26, 2011, that
as of Dec. 16, 2010, Bofa was owed in excess of $52,000,000 on the
debt secured by the WFC Property.

The sale or sales are contemplated in the Plan Term Sheet entered
by the parties on December 2010.  Postpetition, the Debtor entered
into negotiations with its various lenders including BofA, in an
effort to propose a consensual plan of reorganization for Dynamic
and its principals, L. Ramon and Patty Bonin, who are Debtors in a
separate Chapter 11 proceeding.

The Debtors are also authorized to assume tenant leases and assign
same to Bank of America, N.A., or its nominee.

                    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.


FACTORY 2-U: 3rd Circ. Affirms Dismissal of Garment Industry Suit
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Third Circuit on
Monday affirmed the dismissal of a bid-rigging suit Factory 2-U
Stores Inc.'s Chapter 7 trustee filed alleging a group of banks
that finance transactions between garment retailers and
manufacturers forced the company into bankruptcy.

Trustee Jeoffrey L. Burtch had sought to revive his suit against
the companies, known as "factors," after a Delaware federal court
dismissed it in May 2009.

                        About Factory 2-U

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operated a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sold branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.

The Company filed for chapter 11 protection on January 13, 2004
(Bankr. Del. Case No. 04-10111).  The Debtor disclosed
$136,485,000 in total assets and $73,536,000 in total debts as of
the petition date.  M. Blake Cleary, Esq., and Robert S. Brady,
Esq., at Young Conaway Stargatt & Taylor, LLP, were tapped as the
Debtor's bankruptcy counsel.

The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.
The Court appointed Jeoffrey L. Burtch as the Chapter 7 Trustee.
Adam Singer, Esq., at Cooch and Taylor represented the Chapter 7
Trustee.


FKF MADISON: Judge Clears Firm to Auction Off Plan-Sponsor Rights
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
cleared One Madison Park to auction off the right to sponsor a
bankruptcy-exit plan for the luxury Manhattan condo project with
an opening bid from HFZ Capital Group and Related Cos., which is
expected to be worth between $265 million and $270 million.

                        About FKF Madison

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

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


GENCORP INC: To Repurchase $46.6-Mil. 2 1/4% Debentures Due 2024
----------------------------------------------------------------
GenCorp Inc. notified holders of its 2 1/4% Convertible
Subordinated Debentures due 2024 that they have an option to
require GenCorp to repurchase, on Nov. 21, 2011, all or a portion
of their Debentures at a purchase price equal to 100% of the
principal amount of the Debentures to be repurchased, plus any
accrued and unpaid interest.  As of Oct. 19, 2011, the outstanding
principal amount of the Debentures was $46,619,000.  Under the
terms of the Debentures, GenCorp will pay the repurchase price in
cash.  If all outstanding Debentures are surrendered for purchase
pursuant to the Option, the aggregate cash purchase price will be
$46,633,568, which includes accrued but unpaid interest.

GenCorp filed a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission.  In addition, GenCorp's
company repurchase notice to holders specifying the terms,
conditions and procedures for exercising the Option, will be
available through The Depository Trust Company and the paying
agent, which is The Bank of New York Mellon Trust Company, N.A.
Each holder must make an independent decision regarding whether to
exercise the Option, and GenCorp makes no recommendation in this
regard.

The opportunity to surrender Debentures for purchase pursuant to
the Option will terminate at 5:00 p.m., New York City time, on
Nov. 21, 2011.  In order to exercise the Option, a holder must
follow the procedures set forth in the company repurchase notice.
Holders may withdraw any Debentures previously surrendered for
purchase at any time prior to 5:00 p.m., New York City time, on
Nov. 21, 2011.

The address and telephone and fax numbers of The Bank of New York
Mellon Trust Company, N.A. are c/o Bank of New York Mellon
Corporation - Reorganization Unit, 101 Barclay Street - 7 East,
New York, NY 10286, Attention: Diane Amoroso, Phone: (212) 815-
2742, Fax: (212) 298-1915.

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Aug. 31, 2011, showed
$994.20 million in total assets, $1.13 billion in total
liabilities, $4.50 million in redeemable common stock, and a
$147.90 million total shareholders' deficit.

                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GENERAL SHOPPING: Fitch Affirms Rating on $250MM Notes at 'BB-'
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of General Shopping
Brazil's (GSB) and its fully owned subsidiary General Shopping
Finance Limited (GSF) as follows:

General Shopping Brasil S.A. (GSB):

  -- Foreign currency Issuer Default Rating (IDR) at 'BB-';
  -- Local currency IDR at 'BB-';
  -- National scale ratings at 'A-(bra)'.

General Shopping Finance Limited (GSF):

  -- Foreign currency IDR at 'BB-'.
  -- US$250 million perpetual notes at 'BB-'.

The Rating Outlook is Stable.

GSB's ratings reflect the company's business position as one of
the largest shopping center operators in Brazil's southeastern and
southern regions with participation in 13 shopping centers, stable
and predictable cash flow generation, high gross leverage, and
solid liquidity.  GSB's ratings incorporate the risk of completion
delays and leasing of new developments, as well as its limited
geographical and asset diversification.  The ratings also reflect
the company's diversified tenant base, important pool of
unencumbered assets, comfortable debt payment schedule and low
working capital requirements with leases responsible for most
maintenance expenses.

The Stable Outlook reflects Fitch's expectation that GSB will
deleverage during the next 24 months ended in June 2013 as the
company's cash flow generation, measured by EBITDA, is expected to
improve as a result of the capex plan completion.  Also factored
in the Stable Outlook is the view that the company's liquidity
will remain strong in the medium term.

Stable and Predictable Results:

General Shopping Brasil S/A (GSB) has a stable revenue stream
derived from its lease portfolio and the credit profile of its
main tenants.  The lease revenues are predominately fixed in
nature and also provide for the pass-through of ongoing
maintenance and operating expenses for the company's properties,
which lowers business risk.  The company's revenues for the fiscal
years ending 2009, 2010, and LTM June 2011 were BRL101 million;
BRL116 million; and, BRL130 million, respectively.  General
Shopping's revenue structure is mostly based on fixed rent, which
represent about of 79% total revenues, making the company's
revenues very predictable.

The company's lease portfolio has an adequate contract maturity
schedule by the end of June 2011, with contracts expiring in the
next 12, 12 - 24, and 24 - 48 months representing 4.4%, 14.5%, and
24.9%, respectively, over the company's total GLA. The company's
average contract maturity schedule is around six years.  In
addition, the company has a low tenant concentration risk as GSB's
20 most important tenants represent less than 12% and 25% of the
company's total revenues and total GLA.

Capex Plan to Increase GLA 33% by December 2013:

GSB is currently implementing an aggressive capex plan with
several greenfield and expansion projects, which are expected to
be funded primarily with the company's cash flow generation and
its solid liquidity.  GSB is expected to reach net capex levels of
around BRL7.6 million BRL125 million and BRL183 million during
2011, 2012, and 2013, respectively. With the carry out of its
capex plan, the company is scheduling to add approximately 18,000,
28,000, and 15,000 of new GLA during 2011, 2012, and 2013,
respectively.  GSB is expected to reach EBITDA levels of
approximately BRL95 million and BRL130 million during 2011 and
2012, respectively.

High Leverage:

GSB's leverage is high and is expected to decrease by the end of
2013 as the company's capex plan completion should result in
important increase in its cash flow generation, measured by
EBITDA.  By the end of June 2011, the company's gross leverage,
measured by total debt to EBITDA ratio, was 7.1 times (x)
reflecting its LTM June 2011 EBITDA of BRL88 million and total
debt -- by the end of June 2011 -- of BRL627 million.  By the end
of June 2011, the company's total debt was BRL627 million, and it
was composed of perpetual bonds (BRL383 millions), Real Estate
Credit Notes (BRL222 million) and loans with local banks and
others (BRL22 million).  The company's gross and net leverage, as
measured by total debt/EBITDA and total net debt/EBITDA ratios,
respectively, were 4.7 times (x) and 7.1 times (x) by the end of
June 2011.  The ratings incorporate the expectation that the
company will manage its gross leverage in the 8.0x to 6.0x range
during 2011-13 period.

Adequate Liquidity and Sizable Unencumbered Assets:

The company rebuilt its cash position during 2010-2011 period,
reaching cash position of BRL215 million by the end of June 2011.
GSB is expected to maintain adequate liquidity with cash levels
above BRL180 million during the next 18 months ended in December
2012.  The company's FCF is expected to be negative during 2011
and 2012, driven primarily by capex levels.  Considering the
company's good liquidity position, negative FCF are not expected
to result in material incremental debt.

The company reduced secured debt during 2011 and currently
maintains a good level of unencumbered assets; by the end of June
2011 approximately 43% of the company's owned GLA (83 thousand m2)
supports its secured debt of BRL222 million.  The company
maintains approximately 110 thousand m2 available and free of any
lien that it could use in the future to access liquidity.


GOM TANG: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: Gom Tang E Corporation
        4230 Annandale Road
        Annandale, VA 22003

Bankruptcy Case No.: 11-17611

Chapter 11 Petition Date: October 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Brian F. Kenney

Debtor's Counsel: Eugene Jin-Ho Cynn, Esq.
                  ALL NATIONS LAW CENTER
                  3921 Old Lee Highway, Suite 73-A
                  Fairfax, VA 22030
                  Tel: (703) 273-6203
                  E-mail: cynn@allnationslawcenter.org

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

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

The petition was signed by Richard Kang, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Olympia                            --                           --
3852 H. Dulles South Court
Chantilly, VA 20151


GRAHAM SLAM: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Graham Slam, LLC
        c/o Brent C. Nicholson
        218 Main Street
        P.O. Box 539
        Kirkland, WA 98033

Bankruptcy Case No.: 11-48268

Chapter 11 Petition Date: October 20, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Richard G. Birinyi, Esq.
                  BULLIVANT HOUSER BAILEY PC
                  1601 5th Avenue, Suite 2300
                  Seattle, WA 98101-1618
                  Tel: (206) 292-8930
                  E-mail: rick.birinyi@bullivant.com

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

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

The petition was signed by Brent C. Nicholson, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brent C. Nicholson                    10-14522            04/22/10

Debtor's List of Its nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Daniel B. Taylor, Architect PLLC   Trade Debt              $14,000
1639 Harbor Avenue SW, # 304
Seattle, WA 98126

Alas Ltd.                          Trade Debt               $3,250
16627 Marien View Drive SW
Burien, WA 98166

First Western Properties           Trade Debt               $1,000
520 Kirkland Way, Suite 100
Kirkland, WA 98033

Partners Landscaping               Trade Debt                 $984

Puget Sound Energy                 Utilities                  $281

AHBL                               Trade Debt                 $270

Rainier View Water Co.             Trade Debt                 $243

City Of Tacoma Public Utilities    Utilities                  $226

Centurylink                        Trade Debt                  $86


GREAT ATLANTIC: Gets Authorization for Injury Settlement Process
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. received
authorization from the bankruptcy court in White Plains, New York,
to adopt mediation and arbitration procedures designed to deal
with more than 2,600 personal injury claims seeking not less than
$1.3 billion.  Employees with workers' compensation claims and
claims arising from auto accidents aren't covered by the process.

According to the report, A&P's insurance policy has $750,000 in
so-called self-insured retention, requiring the company to pay the
first $750,000 before insurance kicks in.  The approved procedures
require claimants and the company to exchange settlement offers.
Absent settlement, there will be a 60-day mediation, unless the
parties agree to binding arbitration.  The insurance company won't
be bound by mediation or arbitration unless it consents.

Mr. Rochelle notes that A&P has the right to send the dispute to a
state or federal court if mediation fails.  A&P said it will allow
a suit to proceed if the claimant agrees only to receive payment
from whatever insurance may be available.  To the extent claimants
end up with settlements or judgments not covered by insurance, the
resulting claims will be paid like unsecured creditors under a
Chapter 11 plan.

                  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 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: Posts $475,360 Net Income in Aug. 31 Quarter
-----------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $475,360 on $5.78 million of sales for the three
months ended Aug. 31, 2011, compared with a net loss of $417,642
on $4.99 million of sales for the same period a year ago.

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 Aug. 31, 2011, showed $11.98
million in total assets, $21.15 million in total liabilities and a
$9.17 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.

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

                        http://is.gd/LlptX0

                      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.


HARRISBURG PA: Governor Declares Capital in Financial Emergency
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harrisburg, Pennsylvania's capital, was declared by
the governor to be in a financial emergency.  The governor, Tom
Corbett, was acting under power given him in legislation he signed
into law Oct. 20.

The report says if the city doesn't implement a recovery plan
acceptable to the state within 30 days, the governor has the right
to appoint a receiver. The appointment presumably may occur in
time for the receiver to seek dismissal of Harrisburg's Chapter 9
municipal reorganization at a Nov. 23 hearing in U.S. Bankruptcy
Court.

Mr. Rochelle recounts that the state filed a motion to dismiss the
bankruptcy two days after the Oct. 11 bankruptcy filing.
Bankruptcy was purportedly authorized by a 4-3 vote of the city
council, without signature of the mayor.

                   About Harrisburg, Pennsylvania

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

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

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

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

Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing.  Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C.  Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.


HAWAIIAN TELCOM: S&P Assigns 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to incumbent local exchange carrier (ILEC) Hawaiian
Telcom Holdco Inc. (Hawaiian Telcom). "We also assigned our 'B-'
issue-level rating to subsidiary, Hawaiian Telcom Communications
Inc.'s $300 million senior secured term loan, due Oct. 28, 2015,
with a '3' recovery rating, indicating our expectation for
meaningful (50% to 70%) recovery of principal in the event of a
payment default," S&P related.

"Our view of a vulnerable business risk profile for Hawaiian
Telcom incorporates both the secular industry challenges that the
company's residential wireline business faces as well as the
presence of a particularly strong incumbent cable TV competitor,
Oceanic Time Warner Cable," said Standard & Poor's credit analyst
Richard Siderman.

Hawaiian Telcom's operating performance depends on the performance
of its ILEC operations, which serve only the state of Hawaii and,
thus, provide limited scale and minimal geographic diversity. The
company does not have its own wireless network and its mobile
virtual network (MVNO) reseller arrangement with Sprint has a
minimal share of the Hawaiian wireless market. Tempering business
risk factors include more favorable, recent operating performance
metrics and remediation of the technical problems that led to
earlier years' customer service and billing issues. Furthermore,
the rate of access-line erosion has slowed to under the 6% area,
which, while still material degradation, is better than some of
Hawaiian Telcom's ILEC peers. "We also view the company's business
customers, which account for about 45% of total access lines as
more stable and considerably less likely than residential
customers to be lost to wireless substitution or cable telephony,"
S&P said.


HMC/CAH CONSOLIDATED: Says Patient Care Ombudsman Not Needed
------------------------------------------------------------
HMC/CAH Consolidated, Inc., and its 12 subsidiaries ask the
Bankruptcy Court to determine that appointment of a patient care
ombudsman is not needed.

The Debtors said there are numerous reasons why the appointment of
a patient care ombudsman is not warranted.  The Debtors'
bankruptcy filing has been wholly driven by ordinary debt issues.
None of the debt issues which have precipitated this bankruptcy
filing relate to patient care issues.  Rather, the bankruptcy
filing represents the Debtors' best chance to resolve the debt
issues which have stalled their efforts to expand and upgrade
certain of their medical care facilities.  The achievement of
these goals will inure to the benefit of patients by raising the
level of patient care and cementing the long-term availability of
medical care to otherwise underserved rural communities.

The Debtors also pointed out that all of the agencies, groups, and
associations are supervising entities which actively assess
patient care issues at the Debtors' facilities.  The Debtors are
currently in good standing with all entities related to surveys
conducted within the last 15 months.

The Debtors also noted that all of the Hospital Debtors have had
on-site original surveys or follow-up surveys in 2011 and all of
the Hospital Debtors are accredited or compliant with all
conditions.  The Hospital Debtors' history of patient care is
excellent.  All relevant surveys and other data reveal high
patient satisfaction scores.  Any deficiencies have been
satisfactorily resolved.

                       About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.


HMC/CAH CONSOLIDATED: Cash Collateral Hearing on Friday
-------------------------------------------------------
Judge Dennis Dow will hold a further interim hearing on Oct. 28,
2011, at 9:30 a.m. on the request of HMC/CAH Consolidated, Inc.,
and its 12 subsidiaries to use cash collateral and grant adequate
protection.

The Debtors' capital structure is comprised of:

     (A) Accounts Receivables Financing

Pursuant to a Credit Agreement, dated as of April 12, 2010,
provided a secured revolving Credit Facility in the maximum
amount of $6,000,000.  The amounts borrowed under the A/R Facility
were used to fund general working capital requirements.  As of the
Petition Date, roughly $4,600,000 was outstanding under the A/R
Facility.  As of the Petition Date there was no remaining
availability under the A/R Facility.  Pursuant to the A/R
Facility, the Debtor A/R Borrowers granted first priority liens
and security interests in favor of Gemino in substantially all of
the Debtor A/R Borrowers' personal property assets.

     (B) Mezzanine Financing

The lynchpin of HMC/CAH's business plan is to replace the old Hill
Burton facilities of its hospitals with new state-of-the-state
facilities.  HMC/CAH typically acquires a rural hospital from a
local municipality or, in some instances, private ownership.
Because of the state of the rural hospitals, these acquisition
costs have typically been very low, in some instances, HMC/CAH was
able to acquire the hospitals merely by assuming the existing
liabilities of prior ownership.

Upon acquisition, HMC/CAH typically starts the replacement process
at the closing of the acquisition with the concurrent purchase of
a 15 acre replacement site.  In most instances this is adjacent to
the existing hospital.  Thereafter, HMC/CAH begins the design,
engineering, and architecture of the new replacement facility.

There are several federally sponsored loan programs, including
programs through the United States Department of Agriculture or
through Housing and Urban Development.

Through these programs, generally HMC/CAH may obtain a loan of 80%
of the construction costs, convertible to permanent mortgage
financing upon completion of construction, and either USDA or HUD
will provide a 90% loan guaranty to the local community lender
providing the construction financing.

Under these programs, HMC/CAH must raise the funds to (a) acquire
the prior CAH certified hospital, (b) purchase the land to build
the new facility; and (c) pay the 20% of the construction costs
not loaned through the USDA and HUD programs.

To fund these obligations, HPCG Hospital Investment LLC, an
Arizona limited liability company entered into a Master Funding
Agreement and Amended and Restated Credit Agreement, dated as of
August 21, 2009, with the Debtor Mezzanine Borrowers.

For purposes of CMS cost reporting, each Mezzanine Borrower
executed a separate note for those amounts funded under the
Mezzanine Funding Agreement related to its facility only.  As such
while each of the Debtor Mezzanine Borrowers borrowed funds under
the Mezzanine Funding Agreement, each Debtor Mezzanine Borrower is
responsible only for those obligations borrowed for its facility.

As of the Petition Date, $13,983,987 was outstanding under the
Mezzanine Funding Agreement.

Pursuant to a Security Agreement, dated as of Aug. 21, 2009, the
Debtor Mezzanine Borrowers granted liens and security interests in
favor of HHI in substantially all of the Debtor Mezzanine
Borrowers' personal property assets.  The lien rights are cross-
collateralized among the Debtor Mezzanine Borrowers.

HHI agreed to provide HMC/CAH with more than $25,000,000 in funds
for hospital facility acquisition and replacement opportunities.
With regard to funding the replacement of the facilities, HMC/CAH
and HHI would work together to obtain a construction-to-permanent
loan from a local or regional bank for 70%-80% of the total
project costs.  Generally, speaking loans of this sort have not
been available unless the repayment of the loan is guaranteed to
the bank by the United States Department of Agriculture under its
Rural Development Program. The remainder of the project costs
constituting the "paid-in capital" or owner's equity for the
replacement project was to be funded directly by HHI, or HHI would
act in good faith and use its reasonable best efforts to arrange
for one of its affiliates or a third-party to provide the
financing.  HHI's financing was due by the closing of the loan
with the bank.

     (C) Lauderdale Financing

Debtor CAH Acquisition Company # 11 and CFG Community Bank are
parties to a Loan Agreement dated March 31, 2010, pursuant to
which CFG loaned to CAH 11 $2,502,701.  As of the Petition Date,
$2,502,710 was outstanding under the CFG Loan Agreement.

Pursuant to the CFG Loan Agreement, CAH 11 granted CFG a security
interest in and to all personal property of CAH 11. Additionally,
CAH 11 executed a Mortgage on the CAH Hospital's real property in
favor of CFG.

Pursuant to a certain Subordination Agreement between CFG, CAH 11
and HHI, HHI agreed to subordinate any security interests in CAH
11's assets to CFG.  Additionally, HHI agreed that it was an
unsecured creditor of CAH 11 and would remain so as long as any
debt was outstanding to CFG by CAH 11 under the Loan Agreement.

     (D) I-70 Financing

Debtor CAH Acquisition Company # 6, HMC/CAH and First Liberty Bank
are parties to a Loan Agreement dated as of Dec. 6, 2010, pursuant
to which First Liberty loaned CAH 6 $9,300,000 which loan has a
USDA Guarantee.  As of the Petition Date, $9,195,960 was
outstanding under the First Liberty Loan Agreement.  CAH 6 granted
a security in, among other things, (a) furniture, fixtures and
equipment, and (b) all accounts, including Health Care Insurance
Receivables.  CAH 6 also executed a Deed of Trust in favor of
First Liberty Bank with respect to the CAH Hospital's real
property in Sweet Springs, Missouri.

On Jan. 25, 2011, a group of HMC/CAH's shareholders and
shareholder affiliates, consisting of Larry Arthur, Richard Jones,
Rosalia Hall, Sun Finance, DFP, LLC, Fidelity Security Life
Insurance Company, made a short term working capital loan of
$2,300,000 to HMC/CAH and its subsidiaries secured by, among other
things, a security interest accounts receivables and general
intangibles of CAH 6.

     (E) Drumwright Financing

Debtor CAH Acquisition Company # 4 assumed the liabilities of the
Drumwright Municpal Healthcare Authority on a Mortgage Note dated
Oct. 15, 2003 in the original principal amount of $7,666,000
granted in favor of Midland Loan Services, Inc., as servicer for
the Secretary of Housing and Urban Development.  As of the
Petition Date, $6,629,121 was outstanding under the Midland Loan
Agreement.

CAH 4 granted a security interest in accounts and the furniture,
fixtures and equipment located at the CAH Hospital.  Additionally,
CAH 4 acquired the real property of the CAH Hospital subject to
the existing real estate mortgage in favor of Midland Loan
Servicing, Inc. for HUD.

     (F) Oswego Financing

Debtor CAH Acquisition Company # 1 executed Promissory Note in
favor of Citizens Bank, N.A., for $1,646,688.  As of the Petition
Date, $1,452,948 was outstanding under the Citizens Loan
Agreement.  Pursuant to the Security Agreement, CAH 1 pledged a
security interest in all assets and granted a real estate mortgage
on the CAH 1 Hospital.  Additionally, Citizens has a security
agreement on all of the assets of CAH 2 and a real estate mortgage
on CAH 2's CAH Hospital.

The mezzanine lender to certain of the Debtors, HPCG Hospital
Investment, has refused to meet its funding obligations with
regard to certain of the Debtors' hospital projects and has been
the primary cause of the Debtors' filings pursuant to chapter 11
of the Bankruptcy Code.

HHI's breaches of its funding agreement have had the dual negative
repercussions of: (i) causing certain Debtors to breach their
obligations related to the hospital projects; and (ii) causing
certain Debtors to suffer from an overly restrictive Advance Rate
under their accounts receivable facility.  The net effect of HHI's
breaches is that the Debtors do not have sufficient liquidity to
continue their businesses and have been forced to seek chapter 11
relief.

The Court noted that the Debtors do not have sufficient available
sources of working capital and financing to carry on the operation
of their businesses without the use of Cash Collateral.  The
Debtors' ability to preserve their relationships with employees,
vendors and suppliers and to otherwise finance their operations is
essential to the Debtors' continued viability and to their ability
to provide critical healthcare to rural residents.

As adequate protection, each of the lenders is granted a post-
petition replacement lien, in Cash Collateral and accounts
receivables generated post-petition, equal to the diminution, if
any, subsequent to the Petition Date, in value of the Lenders'
interests in the Cash Collateral.  Each replacement lien will have
the same validity, extent and priority as the lien(s) the
Lender had on Debtors' accounts receivables as of the Petition
Date.  To the extent that the replacement liens are inadequate to
protect a particular creditor from any diminution in value of its
interest, if any, in Cash Collateral, then the creditor will be
entitled to rights allowable under Section 507(b) of the
Bankruptcy Code.

                     About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.


HEALTHSPRING INC: S&P Puts BB- Counterparty Rating on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' counterparty
credit rating on HealthSpring Inc. on CreditWatch with positive
implications.

The CreditWatch placement reflects HealthSpring's anticipated
acquisition by a higher-rated entity, Cigna Corp. (BBB/Stable/A-
2), which likely will result in an upgrade of up to the same level
as Cigna Corp. at deal closing, depending on S&P's application of
group methodology criteria. "We normally view significant
acquisitions as no more than strategically important, rather than
core, within a new organization at least during the first year or
two within the group," said Standard & Poor's credit analyst James
Sung.

"We will likely upgrade the rating upon deal closing, which we
expect in the first half of 2012 at the earliest. In the interim,
we will continue to monitor HealthSpring's financial condition, as
well as discuss HealthSpring's prospective capital structure and
strategic group status with Cigna's management team," S&P related.


HILL INTERNATIONAL: Extends Forbearance with BoA to March 2012
--------------------------------------------------------------
As previously disclosed, Hill International, Inc., entered into a
Credit Agreement, dated June 30, 2009, with Bank of America, N.A.,
Capital One, N.A., The PrivateBank and Trust Company, PNC Bank
N.A., and Bank of America, N.A., as Administrative Agent.  As
previously disclosed in the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2011, and June 30, 2011, the
Company was in violation of certain financial covenants under the
Credit Agreement.  In connection therewith, the Company's Current
Reports on Form 8-K filed on July 7, 2011, and Oct. 7, 2011,
reported that the Company entered into a Forbearance Agreement,
which was amended on Aug. 16, 2011, and Sept. 20, 2011, whereby,
among other things, the Agent and the Lenders agreed to forbear
from enforcing their remedies against the Company with respect to
the Company's previously disclosed failure to comply with
financial covenants under the Credit Agreement.  Pursuant to its
terms, the Forbearance Agreement expired on Oct. 17, 2011.

On Oct. 17, 2011, the Parties entered into a Forbearance and First
Amendment to Credit Agreement, whereby the Parties amended the
Credit Agreement and the Lenders agreed to forbear from enforcing
their remedies against the Company's failure to comply with
specified defaults under the Credit Agreement.  Specifically, the
Lenders agree to forbear from enforcing their remedies against the
Company with respect to the Company's failure to comply with
Defined Defaults through the earlier of (a) March 31, 2012, if the
Company pays a fee of 0.60% of the Lenders' aggregate commitments
under the Credit Agreement by Jan. 1, 2012; (b) Jan. 1, 2012, if
the Company does not pay the Forbearance Extension Fee by Jan. 1,
2012; or (c) the date on which there is an occurrence of any Event
of Default other than the Defined Defaults.

Under the terms of the Amendment, the Parties, among other things,
agreed that during the Forbearance Period:

   * Under the Credit Agreement, amounts outstanding will be
     limited to $100,000,000, borrowings outstanding on a
     revolving or swing basis will be limited to $80,000,000 and
     the letter of credit sub-facility will be limited to
     $25,000,000.

   * Borrowings outstanding under the Credit Agreement will bear
     interest at a fluctuating rate per annum equal to the sum of
    (a) the highest of (i) the Federal Funds Rate plus 0.50%, (ii)
     the Bank of America prime rate or (iii) the Eurodollar Rate
     plus 1.00%, plus (b) 3.50%;

   * 50% of net cash proceeds from the issuance or sale of
     additional equity interests in the Company and 100% of net
     proceeds from the issuance or incurrence of indebtedness
     will be used to prepay outstanding borrowings under the
     Credit Agreement;

   * No Lender may issue a Letter of Credit with an expiration
     date after March 31, 2013, without the approval by all
     Lenders;

   * The total amount available to be drawn under all Letters of
     Credit expiring after June 25, 2012, is limited to
     $17,500,000 without the approval by all Lenders; and

   * The Company is not permitted to request any Eurodollar Rate
     Loan.

In connection with the Amendment, the Company paid the Lenders
aggregate fees equal to 0.40% of the Lenders' aggregate
commitments under the Credit Facility, or $400,000.  The Company
also paid approximately $900,000 to the Agent as reimbursement for
its out-of-pocket costs incurred in connection with the Amendment.

A full-text copy of the Forbearance and First Amendment to Credit
Agreement is available for free at http://is.gd/FT78aq

                      About Hill International

Hill International, with 2,600 employees in 90 offices worldwide,
provides program management, project management, construction
management, real estate development, and construction claims and
consulting services.  Engineering News-Record magazine recently
ranked Hill as the 8th largest construction management firm in the
United States.  For more information on Hill, please visit the
Company's Web site at www.hillintl.com.


HUSSEY COPPER: Kataman's Offer Subject to Nov. 14 Auction
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hussey Copper Corp. will hold an auction on Nov. 14
to learn whether there is a better bid than the $88.7 million
contract with Kataman Metals LLC.  Other bids are due Nov. 11.
The hearing for approval of the sale will take place Nov. 16 under
sale procedures approved Oct. 21 by the U.S. Bankruptcy Court in
Delaware.  The auction will take place on the schedule Hussey
originally proposed.

                       About Hussey Copper

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

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

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

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

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


IMUA BLUEHENS: LNR Protests Request to Employ Accountant
--------------------------------------------------------
Secured creditor LNR Partners LLC as manager of GCCF 2007-GG11 Ka
Uka Boulevard LLC objected to the motion to employ Alan Yukitomo
as accountant filed by Imua Bluehens LLC in the U.S. Bankruptcy
Court for the District of Hawaii.

Case Lombardi & Pettit represents the secured creditor.

According to the Troubled Company Reporter on Oct. 24, 2011,
Mr. Yukitomo will perform services related to the preparation of
federal and state tax returns, assist in the financial reporting
requirements of a debtor-in-possession, and basic accounting work.

Mr. Yukitomo was employed as the Debtor's accountant for preparing
and filing federal and state tax returns before the commencement
of the Chapter 11 case.

Mr. Yukitomo's fees for the engagement are:

   Compilation of financial statements                 $1,500
      as of June 16, 2011

   Compilation of interim financial statements          1,500
      from June 17, 2011 through August 31, 2011

   Interim compilation reports                      500 per month
      September ? December 2011

Mr. Yukitomo, as an ordinary course professional, does not have to
comply with the "disinterested" requirements of Section 327 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure and will be paid in the ordinary course of the Debtor's
business upon the submission of an invoice and in compliance with
existing cash collateral order between the Debtor and the secured
creditor, as a budgeted item.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


IMUA BLUEHENS: Wants Exclusivity Periods Extended by 90 Days
------------------------------------------------------------
Imua Bluehens, LLC, asks the U.S. Bankruptcy court for the
District of Hawaii to extend the exclusive periods during which
only the Debtor may file a plan of reorganization and solicit
acceptances thereof by 90 days, from and after Oct. 16, 2011.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


JACOBS FINANCIAL: Incurs $127,000 Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $127,041 on $656,764 of total revenues for the three
months ended Aug. 31, 2011, compared with a net loss of $349,532
on $339,063 of total revenues for the same period a year ago.

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 Aug. 31, 2011, showed $8.90 million
in total assets, $13.82 million in total liabilities, $3.16
million in total mandatorily redeemable preferred stock, and a
$8.08 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.

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

                        http://is.gd/6e7puL

                      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.


JER/JAMESON MEZZ: Lender Asks to Throw Out Bankruptcy Case
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that an affiliate of Colony
Capital LLC that's foreclosing on a segment Jameson Inn's
mezzanine debt wants a judge to throw out its recently filed
bankruptcy case, saying that the company requested Chapter 11
protection with "no realistic possibility" of reorganizing.

Alex Ortolani at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Mary F. Walrath was scheduled to consider yesterday Colony
Capital's request to throw out the bankruptcy case of an affiliate
of Jameson Inns Inc., to which Colony has provided $40 million in
financing, according to a court filing Tuesday.

Judge Walrath was set to hear Colony's argument that JER/Jameson
Mezz Borrower II LLC ? a mezzanine borrower that is part of
Jameson Inns' financing structure ? filed for bankruptcy only to
head off a foreclosure by Colony.

                          About Jameson

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.

Colony specializes in real estate and has roughly $34 billion of
assets under management.

A mezzanine lender for the Jameson Inns Inc. hotel chain put a
mezzanine borrower -- JER/Jameson Mezz Borrower II LLC -- into
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on
Oct. 18 in Delaware to prevent foreclosure by another mezzanine
lender.

Gramercy Loan Servicing LLC, as lender on a $40 million
obligation, previously took over a mezzanine borrower to the hotel
chain, which has 100 properties in 12 states.  Gramercy was facing
foreclosure on Oct. 19 of another $40 million mezzanine loan held
by Colony Capital LLC from Santa Monica, California.

The hotels have a total of $335 million in financing, according to
a court filing.  At the top of the list is a $175 million mortgage
loan with Wells Fargo Bank NA serving as special servicer.  There
are four tranches of mezzanine loans, each for $40 million.

All of the mezzanine loans matured in August, with Gramercy taking
over its mezzanine borrower at the time.  The Chapter 11 filing
had the effect of preventing Colony from wiping out Gramercy's
interest.

The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The mezzanine lender in Chapter 11 said its assets are worth more
than $100 million while debt is less than $50 million.


JCK HOTELS: U.S. Trustee Wants Jeanne C. Wanlass Out of the Case
-----------------------------------------------------------------
Tiffany L. Carroll, on behalf of U.S. Trustee, asks the U.S.
Bankruptcy Court for the Southern District of California to remove
Jeanne C. Wanlass as counsel from the Bankruptcy Case of JCK
Hotels LLC.

According to the Debtor's case docket, the U.S. Trustee has
terminated the involvement of Ms. Wanlas.

                      About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels, LLC


JER/JAMESON MEZZ: Colony Capital Aims for Dismissal
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a mezzanine borrower for the Jameson Inns Inc. hotel
chain may be ejected from Chapter 11 if lender Colony Capital LLC
from Santa Monica, California, succeeds on motions to either
dismiss the bankruptcy or get permission to foreclose.

According to the report, the mezzanine borrower in bankruptcy
bolstered its defense against dismissal motions by putting four
affiliates into Chapter 11 Oct. 24.  The affiliates in the
ownership chain of the hotels include those owing $175 million on
a mortgage.

Gramercy Loan Servicing LLC, as lender on a $40 million
obligation, previously took over a mezzanine borrower for the
hotel chain, which has 100 properties in 12 states.  Gramercy
faced foreclosure on Oct. 19 by Colony, the holder of a $40
million mezzanine loan ahead of Gramercy's.

Mr. Rochelle relates that to stop foreclosure, Gramercy's
mezzanine borrower filed the Chapter 11 petition on Oct. 18.
Colony responded on Oct. 21 with motions to dismiss or terminate
the stay and allow foreclosure.  Colony argues that the mezzanine
borrower in Chapter 11 isn't an operating company and has no
employees.  Colony says it's the only creditor and has a lien on
ownership of the entity that ultimately owns the hotels.  Colony
characterizes the filing as having been made in bad faith with no
hope for reorganization.

The report relates that the bankrupt mezzanine borrower argued
against dismissal, saying Colony is no mere bystander and had
interfered with the companies' "internal affairs and corporate
governance."  The companies in bankruptcy intend to use Chapter 11
for the benefit of all stakeholders, not just Colony, they said in
court papers.

                          About Jameson

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.

Colony specializes in real estate and has roughly $34 billion of
assets under management.

A mezzanine lender for the Jameson Inns Inc. hotel chain put a
mezzanine borrower -- JER/Jameson Mezz Borrower II LLC -- into
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on
Oct. 18 in Delaware to prevent foreclosure by another mezzanine
lender.

Gramercy Loan Servicing LLC, as lender on a $40 million
obligation, previously took over a mezzanine borrower to the hotel
chain, which has 100 properties in 12 states.  Gramercy was facing
foreclosure on Oct. 19 of another $40 million mezzanine loan held
by Colony Capital LLC from Santa Monica, California.

The hotels have a total of $335 million in financing, according to
a court filing.  At the top of the list is a $175 million mortgage
loan with Wells Fargo Bank NA serving as special servicer.  There
are four tranches of mezzanine loans, each for $40 million.

All of the mezzanine loans matured in August, with Gramercy taking
over its mezzanine borrower at the time.  The Chapter 11 filing
had the effect of preventing Colony from wiping out Gramercy's
interest.

The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The mezzanine lender in Chapter 11 said its assets are worth more
than $100 million while debt is less than $50 million.

The hotels have a total of $335 million in financing, according to
a court filing, including a $175 million mortgage loan with Wells
Fargo Bank NA serving as special servicer.  There are four
tranches of mezzanine loans, each for $40 million.  All of the
mezzanine loans matured in August.


JUST PLUMBING: Court Won't Dismiss Case, Eyes Chapter 7 Conversion
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn denied the request of Just Plumbing
& Heating Supply, Inc., to dismiss its Chapter 11 case and,
instead, gave the Debtor two weeks to file a notice with the Court
advising whether Debtor intends to move forward expeditiously with
its Chapter 11 case, or the case will be converted to a case under
Chapter 7.  The United States Trustee opposes case dismissal,
instead requesting that the case be converted to a case under
chapter 7 because the Debtor appears to have substantial assets
that could be liquidated for the benefit of creditors.  No
creditors' committee has been appointed in the case.

Just Plumbing & Heating Supply, Inc., based in Bronx, New York,
operates a plumbing and heating supply warehouse that sells
materials to plumbing and heating contractors.  When Just Plumbing
filed for chapter 11 (Bankr. S.D.N.Y. Case No. 11-10151) on Jan.
19, 2011, it had one secured creditor, TD Bank, which had extended
separate loans to the Debtor and to the Debtor's principal,
Kenneth Lee, secured by substantially all of the Debtor's assets
as well as by certain of Lee's individually owned assets.  Lee
also personally guaranteed all of the Debtor's loans from TD Bank.

Prior to bankruptcy, TD Bank obtained a state court judgment
against the Debtor for $244,889.49. The bankruptcy filing was made
one day before the City Marshall planned to seize and sell the
Debtor's assets to satisfy TD Bank's judgment.  During the course
of the case, Lee repaid the Debtor's debt to TD Bank in full from
non-debtor assets. TD Bank, therefore, released its security
interest in the Debtor's assets.

Remaining claims against the Debtor include roughly $1.2 million
of priority tax and general unsecured claims. The largest general
unsecured claimant is Lee's brother, Laurence Lee, who holds a
$466,000 claim arising from the Debtor's default in payments under
a promissory note given in connection with the Debtor's purchase
of all of Laurence Lee's shares in the Debtor.  General unsecured
claims from trade vendors total roughly $775,000.

A copy of Judge Glenn's Oct. 18 Memorandum Opinion is available at
http://is.gd/27C84Ifrom Leagle.com.

Edward C. Bruno, Esq. -- ebrunoesq@yahoo.com -- represents the
Debtor as counsel.  In its petition, the Debtor listed under
$500,000 in assets and $1 million to $10 million in debts.  The
petition was signed by Kenneth Lee, president.


KARTA GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Karta Group, Inc.
        fka Karta Investments, Inc.
        dba Champion Travel Plaza
        10000 U.S. Highway 59 South
        Shepherd, TX 77371-6895

Bankruptcy Case No.: 11-38939

Chapter 11 Petition Date: October 21, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Bhupinder Bal, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Indian Petro Corp.                     11-38941   10/21/11
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000


KINGS PROFESSIONAL: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Kings Professional Basketball Club
                425 Watt Ave
                Sacramento, CA 95864

Case Number: 11-44952

Involuntary Chapter 11 Petition Date: October 20, 2011

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

About the Alleged Debtor: According to Chapter11Cases.com, it
                          appears that Kings Professional
                          Basketball Club is a legal entity which
                          is a minority owner of the Sacramento
                          Kings.  It notes that while the name of
                          the entity suggests that the involuntary
                          petition has been filed against the
                          legal entity which owns the Sacramento
                          Kings franchise of the National
                          Basketball Association (NBA), it appears
                          to actually be an entity which owns
                          7.06% of the legal entity that owns the
                          Sacramento Kings.  Various available
                          records reflect that the legal entity
                          which directly owns the Sacramento Kings
                          is Sacramento Kings Limited Partnership,
                          not Kings Professional Basketball Club.

Petitioner's Counsel: Hanno T. Powell, Esq.
                      POWELL & POOL
                      7522 N. Colonial Ave., Ste. 100
                      Fresno, CA 93711
                      Tel: (559) 228-8034

Kings Professional's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Cura Financial, LLC      General Partner
c/o Martin Boone,
Managing Member
1260 41st Ave #O
Capitola, CA 95010

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Robert A. Cook                         11-39335   08/08/11


KINGSBURY CORP: Gets Court Approval to Pay Critical Vendors
-----------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Kingsbury Corporation and its
debtor-affiliates to pay prepetition claims of critical vendors,
including:

  Pennoni Associates Inc.  $950
  Chemserve                $5,202
  Keene Gas                $1,601
  Airgas                   $11,377
  Bodycote Corporation     $1,533

                      About Kingsbury Corp.

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.


KT SPEARS: RBC Bank Wants Disclosure Statement Denied
-----------------------------------------------------
RBC Bank (USA) asks the U.S. Bankruptcy Court for the District of
South Carolina to deny approval of the Disclosure Statement
explaining KT Spears Creek, LLC's proposed Plan of Reorganization.

According to RBC Bank, among other things:

   -- the Plan is patently unconfirmable;

   -- the Disclosure Statement fails to provide adequate
      information;

   -- the Debtor's Plan will likely be followed by liquidation;
      and

   -- the Plan contains an injunction against its principal, Kyle
      Tauch.

As reported in the Troubled Company Reporter on Sept. 26, 2011,
the Plan designates 7 Classes of Claims and Interests.

Administrative Claims in Class 4 and Priority Claims in Class 5
are unimpaired under the Plan.

                Class 1. Secured Claim of RBC Bank

RBC asserts a first priority secured claim of $22,494,711 on the
Debtor's 240 unit apartment complex as of the Petition Date.
The Debtor proposes to retain the 240-unit Greenhill Parish
Apartment Complex for a period of 2 years, during which the Debtor
will attempt to market the property and sell it for the benefit of
RBC Bank, or alternatively, refinance the loan with another
lender.

During the marketing period, the Debtor will continue to employ
Greystar as its property management company.  Greystar will use
the funds received from the property rents to cover its costs and
expenditures as the property manager.  Any funds received in
excess of the Greystar operating costs will be used to make
interest payments on the RBC debt.

The Debtor is proposing that the outstanding balance due to RBC
Bank be restructured and the excess funds be used to make payments
related to that balance.  The note will accrue interest at 4%.
The revised note will pay RBC Bank 4% monthly interest over a two
(2) year term and any funds received in excess of the interest
will go to pay principal.

           Class 2. Secured Claim of Plantation Federal

With respect to the Debtor's 66-acre raw land which is located
close to the Debtor's Greenhill Parish Apartments, first mortgage
holder Plantation Federal has agreed to give the Debtor 18 months
to market and sell the property, or market and develop the
property.

This agreement, which has not been finalized, calls for the Debtor
to meet certain milestones to stay in compliance with the
Plantation Settlement.  The Debtor will have until March 15, 2012,
to sell the first $1,000,000 of Plantation Federal's collateral or
have a ready, willing and able purchaser of property that will net
Plantation Federal that amount of money.

If the Debtor meets this first milestone, the Debtor will have
until Sept. 15, 2012, to sell or have ready and willing buyers of
$1,000,000 net from the collateral.

If the Debtor meets this second milestone, the Debtor will have
until March 15, 2013,to dispose of all Plantation Federal property
or have a ready and willing buyer as defined by the Plantation
Settlement.

The Debtor believes that even after the sale of all of Plantation
Federal's collateral, a surplus of funds will be available to pay
to the unsecured creditors in Class 6, even after paying all Class
4 and 5 creditors.

             Class 3. Secured Claim of First Palmetto

First Palmetto is the mortgage holder of the Two Notch Road
Frontage that is subject to a condemnation suit by the local
county government to convert part of the property into a turn lane
to handle increased traffic.  Debtor proposes to assist First
Palmetto in addressing this condemnation suit so that First
Palmetto may achieve a favorable result.  Any funds received from
the condemnation suit will be paid to First Palmetto, until First
Palmetto is paid in full.

First Palmetto has agreed to allow the Debtor 10 months to market
and sell the property in order to repay the debt and generate
funds in excess of the outstanding obligations.  In exchange for
this time, the Debtor has agreed to make adequate protection
payments monthly to First Palmetto in the amount of $5,000.

               Class 6. General Unsecured Creditors

No payment to the unsecured creditors will be made until such time
as the Debtor has sold assets to generate funds in excess of the
Secured Claims, the Administrative Claims, and the Priority
Unsecured Claims in Classes 1-5.  The funds will only be paid pro
rata after the Debtor has finished its Claims objections,
but distributions to Class 6 creditors will only be made after the
payment of all Claims in Class 5.  The Debtor believes significant
equity exists in the properties that would allow it to
make a distribution to the Unsecured Creditors in Class 6.

                    Class 7. Equity Interests

Class 7 is comprised of the Equity Interests of Kyle Tauch, whose
Equity Interests and any Claims he may hold will be treated as
subordinate to all other Claims against the Estate.

Holders of Equity Interests will receive a pro rata share of
distributions based upon the Equity Interests held as of the date
of confirmation, only after payment in full of Allowed Claims in
all prior Classes (Classes 1-6).  As of the Effective Date, all
Equity Interests will be deemed only to represent the right to
receive distributions hereunder, and holders of Equity Interests
will be enjoined from transferring their Equity Interests or from
taking other action that may adversely impact the Estate,
including the taking of a worthless stock deduction.

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

             http://bankrupt.com/misc/ktspears.DS.pdf

                         About KT Spears

KT Spears Creek, LLC, in Houston, Texas, is a South Carolina
limited liability company that owns three parcels of property.
The Debtor has already developed Phase 1 of of a planned two-phase
apartment community.  The other two parcels are in the
planning/marketing stages of development.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May
3, 2011, Judge Letitia Z. Paul presiding.  The Debtor estimated
$10 million to $50 million in both assets and debts.  The petition
was signed by Kyle D. Tauch, sole member.

The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case
to the Bankruptcy Court for the District of South Carolina.  The
Case No. is 11-04241.  The case was assigned to Chief Judge John
E. Waites.  G. William McCarthy, Jr., Esq., Daniel J. Reynolds,
Jr., Esq., and Sean P. Markham, Esq., at McCarthy Law Firm, LLC,
in Columbia, S.C., represent the Debtor as counsel.

RBC Bank is represented by:

         R. William Metzger, Jr., Esq.
         Thomas W. Bunch, II, Esq.
         ROBINSON MCFADDEN & MOORE, P.C.
         1901 Main Street, Suite 1200
         Columbia, SC 29201
         Tel: (803) 227-1130
         Fax: (803) 744-1550
         E-mails: bmetzger@robinsonlaw.com
                  tbunch@robinsonlaw.com

         Constance L. Young, Esq.
         JOHNSTON, ALLISON & HORD, P.A.
         1065 East Morehead Street
         Charlotte, NC 28204
         Tel: (704) 332-1181
         Fax: (704) 376-1628
         E-mail: cyoung@jahlaw.com


LABELCORP HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including the 'B' corporate credit rating, on Omaha, Neb.-based
LabelCorp Holdings Inc. and removed the ratings from the
CreditWatch with developing implications, where S&P placed them on
Sept. 2, 2011. "Subsequently, we withdrew all ratings at the
company's request. LabelCorp was acquired by Multi-Color Corp.
earlier this month," S&P related.


LAKE PLEASANT: Wants Until Dec. 31 to File Chapter 11 Plan
----------------------------------------------------------
Lake Pleasant Group LLP and DLGC II LLC ask the U.S. Bankruptcy
Court for the District of Arizona to extend the exclusive periods
to file a plan and solicit votes for that plan until Dec. 31,
2011.

The Debtors tell the Court that they need more time so that
negotiations with Johnson Bank may move forward without the
imminent threat of a competing plan being filed, and so that, if
these negotiations should fail to produce a consensual resolution,
the Debtors may proceed to confirm their Plan.

The Debtors note that they have executed a certain promissory note
on December 2007 in favor of Johnson Bank, pursuant to which the
Debtors were advanced the principal sum of $16,045,712.

Ridenour Hienton & Lewis PLLC represents the bank.

                       About Lake Pleasant

Phoenix, Arizona-based Lake Pleasant Group, LLP, was formed for
the purpose of purchasing and developing 244 acres of real
property located near State Route 74 and Old Lake Pleasant Road in
Peoria, Arizona.  The partnership filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011.
In its schedules, Lake Pleasant Group disclosed assets of
$15,780,263 and liabilities of $10,301,552 as of the Petition
Date.

Affiliate DLGC II, LLC, simultaneously filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-10174).  DLGC owns 210
acres of real property located near State Route 74 and Old Lake
Pleasant Road in Peoria, Arizona.  DLGC also owns interests in
Lake Pleasant Water Company and Lake Pleasant Sewer Company.  DLGC
has valued these interests at $1,313,511 in its schedules.  Mark
W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC,
in Phoenix, Ariz., represent the Debtors as counsel.  Earl Curley
& Lagarde PC serves as special zoning counsel; and Morrill &
Aronson, P.L.C. as special counsel for DLGC with respect to
certain condemnation litigation brought by the Arizona Department
of Transportation, which is pending in the Maricopa County
Superior Court as case number CV2010-015022.


LOS ANGELES DODGERS: Will Have Two Fans on Creditors Committee
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers baseball club avoided having
an official bankruptcy committee appointed for season-ticket
holders by adding two fan representatives to the existing
committee of unsecured creditors.

According to the report, five season-ticket holders filed a motion
last month asking the bankruptcy judge to give them an official
committee.  They claimed to have an interest in how the team
spends its money and said they would be affected if resources were
used for purposes not benefiting the Dodgers, the stadium or fans.
There are 17,000 season-ticket holders, according to the motion.

Mr. Rochelle notes that by agreeing to allow two ticket holders on
the existing committee, the Dodgers avoided the expense of a
separate official committee.   The team would have had to pay for
the fans' professionals, such as lawyers.

Mr. Rochelle also notes that the team isn't admitting that ticket
holders are creditors.

                    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.

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.

At a trial beginning Oct. 31, the bankruptcy judge will decide if
bankruptcy law permits the team to sell broadcasting rights while
overriding provisions in the existing television contract with Fox
Entertainment Group Inc.  The judge will also decide whether to
strip the club of the exclusive right to propose a Chapter 11
plan.  The team's proposal calls for holding an auction, which Fox
says violates the existing broadcasting license.


LOS ANGELES DODGERS: MLB Says McCourt 'Looted' $190 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Frank McCourt, the owner of the Los Angeles Dodgers
baseball club, "looted" almost $190 million from the team,
according to a court filing yesterday by the Commissioner of Major
League Baseball.

Mr. Rochelle discloses that the papers were filed in advance of
the trial to begin Oct. 31 where the bankruptcy judge in Delaware
will decide pivotal issues in the case.  The commissioner
characterized Mr. McCourt as a "badly conflicted owner in a severe
liquidity crisis."

The commissioner, according to the report, argues that Mr.
McCourt's "liquidity crisis has substantially worsened" as a
result of a $130 million divorce settlement with his former wife.
Bud Selig, the commissioner, contends that Mr. McCourt would use a
sale of television rights through bankruptcy to "pay his personal
debts."

Details on how Mr. McCourt allegedly took $190 million from the
team can't be discerned from the commissioner's papers on account
of redactions.

Mr. Rochelle relates that at the trial next week, the bankruptcy
judge will decide if bankruptcy law permits overriding provisions
in the existing television contract with Fox Entertainment Group
Inc.  He will also rule on whether to strip Mr. McCourt of the
exclusive right to propose a Chapter 11 plan.  If given authority,
Major League Baseball has said it will file a plan to sell the
entire organization and pay all debts in full.

The team's plan also would have full payment for everyone.  The
team's proposal calls for holding an auction, which Fox says
violates the existing broadcasting license.

                    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.

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.


LOS ANGELES DODGERS: MLB Seeks McCourt Divorce Pact in Bankruptcy
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the divorce
settlement between Los Angeles Dodgers owner Frank McCourt and his
ex-wife, Jamie McCourt, may be part of the evidence next week when
Commissioner Bud Selig makes his case for taking over the Los
Angeles baseball team and selling it.

                    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.


LOS ANGELES DODGERS: MLB Told to Turn Over Docs Before Key Hearing
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Tuesday ordered Major League Baseball to turn
over a trove of documents to the Los Angeles Dodgers LLC before a
decisive hearing on the team's bankruptcy exit strategy, where
control of the franchise will hang in the balance.

According to Law360, Judge Kevin Gross found that the requested
documents -- including papers on MLB's decision to appoint a
monitor overseeing the team's operations prepetition -- are
critical to the Dodgers' argument that MLB Commissioner Bud Selig
is acting in bad faith.

                      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.

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.


MAGNETEK INC: Gets Conditional Approval of Pension Funding Waiver
-----------------------------------------------------------------
Magnetek, Inc. received conditional approval of its request for a
waiver of the minimum funding requirements of the Company's
defined benefit pension plan for the 2011 plan year.  The amount
of the funding waiver requested was approximately $17 million,
scheduled to be funded in quarterly installments from April 2011
through January 2012, with a final installment due in September
2012.

The Internal Revenue Service informed the Company that the agency
is prepared to grant the waiver request subject to the following
conditions:

-- the Company agrees to resume its required quarterly
   contributions in a timely manner beginning April 15, 2012.

-- the Company makes contributions to the Plan sufficient to meet
   the minimum funding requirements for the Plan years 2012
   through 2016.

-- the Company provides collateral acceptable to the Pension
   Benefit Guarantee Corporation for the full amount of the 2011
   plan year waiver.

The Company has confirmed its acceptance of these conditions in
writing to the IRS, and accordingly anticipates receiving final
notification of the waiver approval in the near future.  As a
result, the Company currently expects that the 2011 plan year
scheduled contributions of $17 million will be deferred and
amortized with interest over plan years 2012 through 2016.

The waiver application was filed in February 2011 and, in
accordance with the funding rules, the Company did not make its
scheduled contributions in April, July, and October 2011 in an
aggregate amount of more than $10 million.  Based upon receipt of
the waiver, the Company can now also defer contributions scheduled
for January and September 2012 in an aggregate amount of nearly $7
million. The Company did make a cash contribution of $1.9 million
to the Plan in September 2011, which represented the final amount
due for plan year 2010.

"We believe this decision is in the best long-term interests of
the Company and our stakeholders, including our employees and our
pensioners.  We would like to thank all of those at both the IRS
and the PBGC who worked diligently with us on this issue over the
past several months," said Marty Schwenner, Magnetek's chief
financial officer.  "We expect the funding waiver will have a
significant favorable impact on our cash flow over the next
several quarters, as evidenced by our strong positive cash flow in
our most recently reported fourth quarter.  Foremost, the funding
waiver should enable us to strengthen our balance sheet by
building our cash reserves at a time of increasing economic
uncertainty.  To a lesser extent, it will also provide us with
additional resources to prudently allocate to growth opportunities
in our business," said Mr. Schwenner.

                        About Magnetek Inc.

Magnetek, Inc. provides digital power control systems that are
used to control motion and power primarily in material handling,
elevator and energy delivery applications.  The Company is
headquartered in Menomonee Falls, Wis.


MAQ MANAGEMENT: Gets Interim Consent to Use WSB Cash Collateral
---------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida entered a stipulated interim order
granting Wauchula State Bank's motion to prohibit use of cash
collateral by MAQ Management, Inc. and Super Stop Petroleum.

The parties state that the stipulated order is necessary because
WSB asserts a first position mortgage on the property located at
3510 Cleveland Heights Boulevard, Lakeland, Florida.  The Loan
Documents provide for an assignment of rents.  WSB's asserted
secured interest in those rents constitutes cash collateral.  The
Property is currently leased at $5,000 per month.

The Court acknowledged that the Debtor has an immediate need for
funds in its Chapter 11 case in order to pay operating expenses
and maintain its business and property, including insurance
payments and attorneys' fees.

Accordingly, the Debtor is authorized to use Cash Collateral of
WSB on an interim basis.

The Debtor is authorized to use the sum of $2,490 in the manner
delineated in the budget, a copy of which is available for free at
http://bankrupt.com/misc/MAQMGT_SeptCashCollBudget.pdf

The Debtor agrees to provide WSB with adequate protection of its
cash collateral in the form of a monthly payment of $2,509,
starting with the month of August.

As additional adequate protection for the use of cash collateral,
WSB is granted a replacement lien on all the postpetition property
of the Debtor that is of the same nature and quality of the same
nature and type as WSB's prepetition collateral, in addition to
WSB's prepetition liens, and the Court grants preservation of the
security interests as provided under Section 552(b) of the
Bankruptcy Code.

The Debtor must also comply with the order conditionally granting
1st National Bank of South Florida's motion to prohibit use of
cash collateral and Wauchula Bank's ore tenus motion to segregate
cash collateral.

                       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.  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.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization
(Doc. No. 205), with the U.S. Bankruptcy Court for the Southern
District of Florida, in compliance with the Court's Order.


MARITIME COMMS: Taps Harris Jernigan as Bankruptcy Counsel
----------------------------------------------------------
Maritime Communications/Land Mobile LLC asks the court for
authority to employ Harris Jernigan & Geno PLLC to:

   a. advise and consult with the Debtor-in-possession regarding
      questions arising from certain contract negotiations which
      will occur during the operation of business by the Debtor;

   b. evaluate and attack claims of various creditors who may
      assert security interests in the assets and who may seek to
      disturb the continued operation of the business;

   c. appear in, prosecute, or defend suits and proceedings, and
      to take all necessary and proper steps and other matters
      and things involved in or connected with the affairs of the
      estate of the Debtor;

   d. represent the Debtor in court hearings and to assist in the
      preparation of contracts, reports, accounts, petitions,
      applications, orders and other papers and documents as may
      be necessary in this proceeding;

   e. advise and consult with Debtor in connection with any
      reorganization plan which may be proposed in this
      proceeding and any matters concerning Debtor which arise
      out of or follow the acceptance or consummation of the
      reorganization or its rejection; and

   f. perform other legal services on behalf of Debtor as they
      become necessary in the proceeding.

The Debtor will employ Harris Jernigan at these hourly rates:

      Craig M. Geno and Senior Partners        $375
      Junior Partners                          $250
      Associates                               $225
      Paralegals                               $125

Mr. Geno assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Harris Jernigan can be reached at:

         CRAIG M. GENO
         Harris Jernigan & Geno PLLC
         P.O. Box 3380
         Ridgeland, MS 39158-3380

The court will conduct a hearing on Nov. 21, 2011 at 10:00 a.m. to
consider the Application.

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  In its schedules, the
Debtor disclosed $47,649,673 in assets, and $31,252,752 in
liabilities as of the petition date.

The United States Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.


MK2 TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MK2 Technologies LLC
        1220 West 6th Street, Suite 200
        Cleveland, OH 44113

Bankruptcy Case No.: 11-19011

Chapter 11 Petition Date: October 20, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Jeffrey M Levinson, Esq.
                  Scott H Scharf, Esq.
                  LEVINSON LLP
                  3783 South Green Road
                  Beachwood, OH 44122
                  Tel: (216) 514-4935
                  Fax: (216) 514-4936
                  E-mail: jml@jml-legal.com
                          scharf@scharflegal.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb11-19011.pdf

The petition was signed by Bruce Tizes, president and managing
member.


MICHAEL MAZZEO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael Mazzeo Electric Corporation
        41-24 24th Street
        Long Island City, NY 11101

Bankruptcy Case No.: 11-14888

Chapter 11 Petition Date: October 21, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Brendan M. Scott, Esq.
                  Sean C. Southard, Esq.
                  KLESTADT & WINTERS, LLP
                  570 Seventh Avenue, 17th Floor
                  New York, NY 10018
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  E-mail: bscott@klestadt.com
                          ssouthard@klestadt.com

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

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

Affiliate that simultaneously sought Chapter 11 protection:

  Debtor                            Case No.
  ------                            --------
Michael Mazzeo Datacom, Inc.        11-14889
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

A copy of the list of Michael Mazzeo Electric Corporation's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/nysb11-14888.pdf

A copy of the list of Michael Mazzeo Datacom's 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/nysb11-14889.pdf

The petitions were signed by David Parker, CEO.


MOUNTAIN CITY: Corrects List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Mountain City Meat Co., Inc. has filed with the U.S. Bankruptcy
Court for the District of Colorado a corrected list of its 20
largest unsecured creditors.  The Debtor changed Terperature to
Terperature Controlled.  The Debtor changed Wolverine Packing
Co.'s address to 2535 Revard Street, Detroit, from 2585 Revard
Street, Detroit.  The Debtor also changed XL Meats' address to
13220 St. Albert Trail, Edmonton BC, from 5101 ? 11 Street SE
Calgary.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                                             Claim Amount
  ------                                             ------------
Orleans Int. Co. Inc                                 $1,744,721.45
30600 Northwestern
Hwy Suite #300
Suite #300 Farmington Hills, MI 48334

Wolverine Packing Co                                   $843,982.00
2535 Revard Street
Detroit, MI 48207

High Country Meats                                     $698,582.00
5140 Race Court
Unit #8
Denver, CO 80216

Team Packaging Inc                                     $379,593.00
4744 Forest Street
Unite E
Denver, CO 80216

JBS USA, Inc                                           $378,356.00
1770 Promontory Circle
Greeley, CO 80634

XL Meats                                               $349,060.00
13220 St. Albert Trail
Edmonton BC, T5L 4W1

Total Quality Logistics                                   $248,086

Beef Products Inc.                                        $244,260

Temple-Inland                                             $213,782

Air Liquide America Corp.                                 $184,110

John R. Morreale, Inc.                                    $163,261

Waypoint Logistics, LLC                                   $150,791

Ropes & Gray LLP                                          $121,506

Quest, LLC                                                $118,063

Cargill Food Distribution                                 $113,038

Novamark, Inc.                                            $109,472

Linde, Inc.                                               $107,186

Colorado Meat Packers, Inc.                               $106,166

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States. Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


MSR RESORTS: Midland Objects to MetLife Settlement
--------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Paulson & Co.-
owned MSR Resort Golf Course LLC on Friday was hit with several
objections to an announcement that the bankrupt company had
reached a settlement with MetLife Inc. allowing it to retain
control of its Chapter 11 proceedings.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Midland Loan Services, the servicer for a $1 billion
secured claim against the five resorts foreclosed in January by
Paulson & Co. and Winthrop Realty Trust, came out in opposition
to a settlement with MetLife Inc., the holder of a $115 million
first mezzanine loan.

According to the report, Midland contends that the settlement
violates an intercreditor agreement and a rule in bankruptcy
prohibiting lower-ranked creditors from being paid ahead of those
with higher priority.  The MetLife settlement, together with a
companion settlement with Government of Singapore Investment
Corp., would permit Paulson and Winthrop to continue the resorts'
bankruptcy reorganization into September 2012.

Midland, Mr. Rochelle relates, takes issue with provisions in the
settlement where MetLife, a lower-ranked creditor, will be paid
interest and fees before Midland is paid in full. Midland contends
the provision conflicts with an intercreditor agreement among the
lenders.

Midland, the report adds, also argues that lower-ranked creditors
shouldn't be paid interest until it's determined that the five
resorts are worth more than combined secured debt.  Paulson and
Winthrop previously said that the price offered by Trump implies a
value for all the resorts "significantly" exceeding the $1.5
billion in debt.

The settlements are up for an approval hearing on Oct. 31 in U.S.
Bankruptcy Court in Manhattan.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

Donald Trump has a contract to buy the Doral Golf Resort and Spa
in Miami for $170 million.  There will be an auction to learn if
there is a better bid.


MSR RESORT: Oct. 31 on Midland-Opposes Exclusivity Extension
------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York continued the hearing on Oct. 31,
2011, to consider approval of the request to extend the exclusive
periods of MSR Resort Golf Course LLC and its debtor-affiliates.

The Debtors proposed a March 27, 2012 extension of the exclusive
period to propose a Chapter 11 plan and May 26, 2012, as last day
to solicit acceptances of that plan.  However, Midland Loan
Services Inc., the master servicer and special servicer to the
holder of a first priority secured claim in the amount of at least
$1 billion, objected to the Debtors' extension.  Midland complains
that only one of the initiatives, resolution of the golf club
memberships, has been accomplished, and the impact of that
initiative on cash flows has been negligible.

According to Midland, the other two initiatives, restructuring of
the Hilton Management Agreements and the sale of Doral free from
the Marriott Management Agreement, look like they will require
significant litigation to resolve, litigation that has not yet
even commenced and that could take months to resolve.

Midland Loan related that the Debtors' proposed plan of delay
imposes significant and unnecessary risk on creditors.  Midland
Loan pointed out that the Debtors' cash flows are insufficient to
fully cover interest accruals on, or to permit full refinancings
of, the Debtors' $1.535 Billion in matured secured loans, meaning
substantial unpaid interest that continues to accrue will offset
any benefits that may be realized by the Debtors' restructuring
initiatives, and potentially harming the estates.

Milbank, Tweed, Hadley & McCloy LLP represents Midland Loan.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MUTUAL BANK: FDIC Seeks $127 Million From Former Directors
----------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. on Tuesday sued the former directors of
Illinois-based Mutual Bank, accusing them of costing the now-
defunct institution $127 million in bad loans, illegal dividend
payments and wasted corporate assets.

Law360 relates that the FDIC, acting as receiver for Mutual Bank,
said it wanted to recover $115.4 million lost in 12 risky loans
approved by the board, $10.5 million in dividend payments that
went primarily to ex-Chairman Pethinaidu Veluchamy, and $1.09
million spent on friends and family of board members.

As reported in the Troubled Company Reporter on Aug. 3, 2009,
Mutual Bank, Harvey, Illinois, was closed July 31 by the Illinois
Department of Financial Professional Regulation -- Division of
Banking, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with United Central Bank,
Garland, Texas, to assume all of the deposits of Mutual Bank.


MW GROUP: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MW Group, LLC
        2814 Marlowe Avenue
        Charlotte, NC 28208

Bankruptcy Case No.: 11-32674

Chapter 11 Petition Date: October 21, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Christine L. Myatt, Esq.
                  NEXSEN PRUET, PLLC
                  P.O. Box 3463
                  Greensboro, NC 27402
                  Tel: (336) 373-1600
                  E-mail: cmyatt@nexsenpruet.com

Scheduled Assets: $10,324,610

Scheduled Debts: $8,424,321

The petition was signed by Donald R. James, manager.

Debtor's List of Its eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mecklenburg County Tax Collector   2011 Taxes              $68,767
P.O. Box 31457
Charlotte, NC 28231-1457

City of Charlotte Tax Collector    2011 Taxes              $41,541
700 E. Stonewall Street
Bob Walton Plaza
Charlotte, NC 28202

Jenner & Block, LLP                Trade Debt                 $544
353 N. Clark Street
Chicago, IL 60654-3456

City of Charlotte                  Water Bills             Unknown

Home Depot                         Trade Debt              Unknown

Lowe's Business Card Account       Trade Debt              Unknown

Shell Fleet                        Trade Debt              Unknown

U.S. Environmental Protection      Compliance              Unknown
Agency


MYSZTYC PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mysztyc Properties, Inc.
        5875 Service Court
        Las Vegas, NV 89123-0000

Bankruptcy Case No.: 11-26506

Chapter 11 Petition Date: October 19, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Eric Dobberstein, Esq.
                  HAMRICK & EVANS, LLP
                  8965 S. Eastern Avenue, Ste. 280
                  Las Vegas, NV 89123
                  Tel: (702) 382-4002
                  Fax: (702) 382-1661
                  E-mail: edobberstein@hamricklaw.com

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

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

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

The petition was signed by Tom Myzskowski, president.


NEWNAN HOUSING: S&P Lowers Rating on Series 2005 Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Newnan Housing Authority, Ga.'s (Eastgate Apartments Project)
multifamily housing revenue bonds series 2005 to 'BB' from
'BB+'.

"The downgrade is based on our view of insufficient coverage on
the date of remarketing," said Standard & Poor's credit analyst
Renee J. Berson.

The rating also reflects S&P's view of the weaknesses:

    Revenues from mortgage debt service payments and investment
    earnings are insufficient to pay full and timely debt service
    on the bonds plus fees by remarketing date of Feb. 2025;

    Asset/liability parity is projected to fall below 100% in Feb.
    2016;

    Insufficiency to pay reinvestment risk based on the 15-day
    minimum notice period required for special redemptions on Feb.
    2016 in the event the security prepays; and

    A deficit is projected after reinvestment risk is paid in Aug.
    2015.

The weaknesses are offset by S&P's opinion of these credit
strengths:

    Investments held in Federated Money Market Fund;

    An asset-to-liability ratio of 100.61% as of Sept. 21, 2011;
    And

    The high credit quality of the Fannie Mae guaranteed pass-
    through certificates, which S&P considers 'AA+' eligible.

"Standard & Poor's has analyzed updated financial information
based on our current stressed reinvestment rate assumptions for
all scenarios as set forth in the criteria for certain federal
government-enhanced housing transactions," S&P related.


NORTEL NETWORKS: Committee Wins OK to Hire Alvarez & Marsal
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
the motion of Nortel Networks' official committee of retired
employees and the official committee of long-term disability
participants to retain Alvarez & Marsal Healthcare Industry Group
as financial advisor.

                       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 $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
$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.


PACESETTER FABRICS: Court Approves Golbar & Assoc. as Accountants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Pacesetter Fabrics LLC to employ Golbar & Associates as
its accountants.

The Debtor relates that Golbar has been rendering accounting
services to the Debtor for the past 14 years, since it commenced
its business.  Ashton A. Golbar, CPA and Matthew C. Kim, CPA will
direct the firm's work in the case.

The firm will assist the Debtor with:

   -- the preparation of the financial statements and financial
      statement reconciliations;

   -- tax accounting services as requested by the Debtor; and

   -- financial reporting to be made in connection with the
      Chapter 11 case, including gathering and reporting of
      information related to the Debtor's assets, liabilities and
      financial condition, and the operation of its business.

As of the Petition Date, the firm held a balance of $2,493 due for
prepetition services rendered to the Debtor.  The Debtor has not
paid the amount.

The normal billing rates of the firm range from $85 to $350 per
hour.

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.

The firm disclosed that it has provided and currently provides
services to a company owned by the Debtor's employee (general
counsel) David Poursalimi and his father Mixxed 26, LLC, in
connection with Mixxed's accounting and tax services needs.  The
firm does not believe that any actual conflict, with respect to
accounting services, exists relating to its work for the Debtor
and for Mixxed.  However, it has informed Mixxed that if a
conflict develop, it will resign from its engagement with Mixxed.

The U.S. Trustee for Region 16 objects to Golbar's request to be
paid on a monthly basis in accordance with Knudson procedures.
The U.S. Trustee notes that the application fails to provide any
evidence or discussion to support the required Knudson findings.
Specifically, no retainer has been received by Golbar to draw down
on, and no estimation of monthly fees have been provided.  Golbar
must be required to file interim and final fee applications as
contemplated by the Local Bankruptcy Rules and the Bankruptcy
Code.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PACIFIC MONARCH: Files for Chapter 11 in California
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pacific Monarch Resorts Inc., a resort timeshare
operator known as Monarch Grand Vacations, filed under Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-24720) on Oct. 24 in
Santa Ana, California, with a contract in hand to sell the
operation for $49.3 million to Diamond Resorts Corp., the owner of
196 timeshare resorts.

Pacific Monarch has nine resorts, with locations including Palm
Springs, Lake Tahoe and Las Vegas.

Liabilities include $267 million owing to Resort Finance America
LLC, secured by receivables from customers who financed the
purchase of timeshare units.  There is another $13 million owing
to Branch Banking & Trust Co.

The sale to Diamond Resorts will be subject to better bids at an
auction.  There will be a companion auction and sale for the debt
held by Resort Finance, which will make the first bid using $130
million of its debt.

Pacific Monarch, based in Laguna Hills, California, said assets
and debt both exceed $100 million.  The company is owned by Carl
Post and Mark D. Post, according to a court filing.


PENINSULA HOSPITAL: Can Use 1199 Cash Collateral Until Oct. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York, in
a third interim order dated Oct. 11, 2011, authorized Peninsula
Hospital Center, et al., to use cash collateral of 1199 SEIU
National Benefit Fund for Health and Human Services Employees
Pension Fund, League/1199 SEIU Training and Upgrading Fund, 1199
SEIU Employer Child Care Fund, and League/1199 SEIU Health Care
Industry Job Security Fund (the "1199 Funds"), through and
including Oct. 31, 2011.

The Debtors will pay the sum of $266,545 to the 1199 Funds, with
the sum of $50,000 to be paid on or before Oct. 12, 2011, with the
balance of $216,545 to be paid in increments so that the aforesaid
balance is paid in full on or before Oct. 31, 2011.

A copy of the Third Interim Order is available for free at:

  http://bankrupt.com/misc/peninsulahospital.3rdinterimorder.pdf

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  Deborah J. Piazza, Esq., at Abrams,
Fensterman, Fensterman, Eisman, Greenberg, Formato & Einiger, LLP,
in New York, N.Y., represent the Debtors as counsel.  Judge Stong
appointed Daniel T. McMurray at Focus Management Group as patient
care ombudsman.

The Debtors have tapped Garden City Group, Inc. as claims and
noticing agent.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center has tapped Arent Fox LLP as its attorneys.


PIEDMONT CENTER: Chapter 11 Trustee Has Until Dec. 10 to Use Cash
-----------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized, on an interim
basis, John A. Northen, Esq., Chapter 11 trustee in the case of
Piedmont Center Investments, LLC, to use the cash collateral in
which KeySource and Business Partners asserts first priority
security interests and liens.

A further hearing regarding the continued use of cash collateral
will be held at 10:00 a.m. on Dec. 8.

KeySource asserts and appears to have a perfected security
interest in the properties known as 101-105 South 5th Street,
Mebane, North Carolina and the Debtor's rental income generated
therefrom.

Business Partners asserts and appears to have a perfected security
interest in the
se properties and the Debtor's rental income:

   -- 303 Burke Street, Gibsonville, North Carolina;

   -- 412 S. Main Street, Graham, North Carolina

   -- 835 W. Main Street, Murfreesboro, North Carolina;

   -- E. Washington and Park Avenue, Nashville, North Carolina;

   -- 300 Block East Street (US Highway 64);

   -- Pittsboro, North Carolina, 816 N. Madison Boulevard,
      Roxboro, North Carolina

Business Partners' security interest extends to the identifiable
rents and other receipts derived from the Business Partners
Properties and on hand as of the Petition Date and the rents and
other receipts derived from the Business Partners.

As of the Petition Date, there appear to be lien claims filed
against the Mebane Property by contractors or subcontractors who
supplied materials or labor for the purpose of constructing the
improvements located on and thus an affixed part of the Mebane
Property.  The inchoate lien rights of the Lien Claimants are
unliquidated, of unknown and uncertain priority, and junior to the
lien of KeySource.  There do not appear to be any additional lien
claims filed against the Business Partners Properties.

The trustee will use the cash collateral to fund the Debtor's
business operations until Dec. 10, 2011, not to exceed 110% on a
line-item cumulative basis.  The trustee related that he employed
Lundy Group, Inc. to handle the management and leasing of the
properties.  The trustee is dependent upon use of the cash
collateral to pay on-going costs of managing, leasing, insuring,
preserving, repairing and protecting the properties, and thus has
an immediate need for the use of cash collateral.

As reported in the Troubled Company Reporter on Sept. 27, 2011, as
adequate protection for the use of cash collateral, the lenders
will each have a continuing post-petition lien and security
interest in all property and categories of property of the estate,
and the proceeds thereof.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq. --
jangell@hsfh.com and nbrown@hsfh.com -- at Howard, Stallings,
From & Hutson, P.A.


PLAN 9 MUSIC: Blames Economic Downturn for Chapter 11 Filing
------------------------------------------------------------
Louis Llovio at Richmond Times-Dispatch reports that Plan 9 Music
filed on Oct. 17, 2011, for Chapter 11 bankruptcy protection in
Virginia, after battling to stay in business in the face of
changing consumer habits and the economic downturn.

"We have been fighting for a long time.  I was trying to avoid
this," the report quotes James Bland, Plan 9's owner, as saying.
"I've been trying to pay everyone here and there, but it's a
burden to doing business."

According to the report, citing court filings, the company has
less than $50,000 in assets and between $1 million and $10 million
in liabilities.  A copy of the company's balance sheet that was
filed with the court shows that its cash and cash equivalent was a
negative $99,673.  A letter filed with balance sheet states that
it "appears to contain entries which will need correction" though
it doesn't state what is incorrect, the report notes.

According to the report, among Plan 9's highest debts is $232,267
owed to World of Mirth, a fellow Carytown merchant in Richmond,
Va.  Mr. Bland is 50% owner of the popular toy store.  Mr. Bland
lent the company more than $431,000.

Plan 9 Music -- http://www.plan9music.com/-- is an independent
record store.


PMI GROUP: Hires Advisors for Possible Restructuring
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PMI Group Inc. hired advisers to help with a possible
restructuring after its mortgage insurance subsidiary PMI Mortgage
Insurance Co. was taken over by regulators in Arizona.  The
subsidiary was already barred from writing new policies.

Mr. Rochelle relates that for legal counsel, PMI Group hired
Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor LLP.
Evercore Partners Inc. was tapped to serve as financial adviser.

The holding company's $250 million in 6% notes due 2106 traded on
Oct. 24, at 25 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

The stock of the Walnut Creek, California-based holding company
fell 5 cents Oct. 24 to 31 cents in trading on the New York Stock
Exchange. The three-year high was $7.20 on April 15, 2010.

                          About PMI Group

Walnut Creek, Calif.-based The PMI Group, Inc., through its
subsidiary, PMI Mortgage Insurance Co. and its affiliated
companies, provides residential mortgage insurance in the United
States.

PMI posted a consolidated net loss of $134.8 million and $261.6
million for the second quarter and first six months of 2011,
respectively, compared to net losses of $150.6 million and $307.5
million for the corresponding periods in 2010.

In August 2011, Moody's Investors Service lowered the insurance
financial strength rating of PMI Mortgage Insurance Co. to Caa1,
from B3 following Arizona State Insurance Department's order
placing the company under regulatory supervision.  PMI's rating is
under review for possible downgrade.

Moody's noted that the Arizona Department of Insurance's order
placed PMI and PMI Insurance Co. (unrated) under regulatory
supervision and required that they stop writing new commitments
immediately.


POINT BLANK: Strikes Settlement With Department of Justice
----------------------------------------------------------
point Blank Solutions Inc. settled claims by the U.S. government,
removing an objection to the sale of the business that will be the
subject of a hearing tomorrow.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that the government sued Point Blank in October 2010,
saying that bulletproof vests made with Zylon were defective.  The
government later filed claims for tens of millions of dollars
arising from the purchase of defective vests, the company said.

Rachel Slajda at Bankruptcy Law360 reports that Point Blank
Solutions Inc., a bankrupt body armor company whose founder was
convicted of fraud, agreed on Monday to pay the U.S. government
$1 million to settle a False Claims Act suit over defective
bulletproof vests.  The settlement, according to Bloomberg, will
absolve no one of criminal liability.  In addition, Point Blank is
giving up any claims for tax refunds for years before the Chapter
11 filing.

Law360 says Point Blank will pay the settlement out of proceeds
from its proposed bankruptcy sale. The company admits no fault or
liability.

Dow Jones' DBR Small Cap reports that the deal allows Point Blank
to dodge tens of millions of dollars of claims, plus avoid
opposition from the government agency to its proposed bankruptcy
sale.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co
counsel.


PONCE DE LEON: Obtains Authority to Get Carmen Torres as Attorney
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
authorized Ponce De Leon 1403 Inc. to employ the Law Firm of
Carmen D. Conde Torres, Esq., as attorney.

Mr. Torres will charge $300 per hour for the engagement.

                     About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and
retail space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available
for lease.  The common areas of the project include a swimming
pool, a gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between $10 million and $50 million.

The Court granted the Debtor and PRLP 2001 Holdings, LLC until
Oct. 25, 2011, to finalize a stipulation for the use of cash
collateral.


POST 240: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Post 240 Partners, LP
          aka Festival Retail Fund 1 228 Post Street, LP
        228-240 Post Street
        San Francisco, CA 94108

Bankruptcy Case No.: 11-33788

Chapter 11 Petition Date: October 19, 2011

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

Judge: Dennis Montali

Debtor's Counsel: Harden Alexander Fisch, Esq.
                  STUTMAN, TREISTER AND GLATT
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310)228-5613
                  E-mail: afisch@stutman.com

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

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

The petition was signed by Mark Schurgin, president of general
partner FRF1 228 Post Street, LLC.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Post Street LLC                       11-32255            06/15/11

Post 240 Partners' List of Its 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cushman & Wakefield of California  Trade Debt             $500,626
One Maritime Plaza, #900
San Francisco, CA 94111

Festival Management Corp.          Trade Debt             $278,745
9841 Airport Boulevard, #700
Los Angeles, CA 90045

Lurie, Zepeda, Schmalz & Hogan     Legal Services         $165,800
9107 Wilshire Boulevard, Suite 800
Beverly Hills, CA 90210

Schulte Roth & Zabel               Legal Services          $46,987

The Gap Inc.                       Rent Overpayment        $44,534

Deloitte & Touche LLP              Audit and Tax Services  $19,380

Nossaman LLP                       Legal Services          $11,689

City Mechanical, Inc.              Trade Debt              $10,560

Festival Retail Fund Management    Trade Debt               $6,395

International Cleaning Services    Trade Debt               $3,139

ThyssenKrupp Elevator              Trade Debt               $3,051

Carter Brothers                    Trade Debt               $2,693

KSW Architecture & Planning        Trade Debt               $1,375

A Total Fire Protection            Trade Debt                 $175

Mercury Maintenance                Trade Debt                  $73


R.E. LOANS: Committee, Noteholders Favor Northlight DIP Loan
------------------------------------------------------------
Official Committee of Note Holders asks the U.S. Bankruptcy Court
for the Northern District of Texas to deny R.E. Loans, LLC, et
al.'s motion to obtain postpetition financing from Wells Fargo
Capital Finance, LLC, absent substantial modification.

The Committee's view is that the proposed DIP Loan is strikingly
onerous ? particularly considering that Wells Fargo is by all
accounts oversecured ? and appears calculated to drive the Debtors
into a forced liquidation that will result in little or no
recovery for Noteholders, who are owed in excess of $750 million.

The Committee relates that it has received a term sheet from
Northlight Financial LLC proposing terms for a postpetition credit
facility on substantially more favorable terms than those proposed
by Wells Fargo.  Among other terms, the term sheet proposes a
straight "term" loan with a longer maturity and more favorable
interest rate.

More importantly, the Committee adds that, the Northlight proposal
contains none of the oppressive terms and conditions found in
Wells Fargo's loan, and leaves the Debtors with the flexibility to
work with the Committee to formulate a liquidating plan that best
serves the interests of all creditors in these cases, including
the Noteholders.

The Official Committee of Note Holders is represented by:

         Charles R. Gibbs, Esq.
         Michael P. Cooley, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1700 Pacific Avenue, Suite 4100
         Dallas, TX 75201
         Tel: (214) 969-2800
         Fax: (214) 969-4343

creditors and parties-in-interest Yoko Oshima and Arlene Dea
Deeley join in the objection of the Official Committee of
Noteholders.

The Noteholder Investors collectively hold secured claims against
Debtors totaling over $800,000.

Noteholders are represented by:

         Eric D. Madden, Esq.
         DIAMOND McCARTHY LLP
         1201 Elm Street, Suite 3400
         Dallas, TX 75270
         Tel: (214) 389-5300
         Fax: (214) 389-5399

         William G. Fairbourn, Esq.
         Andrew G. Friedman, Esq.
         BONNETT, FAIRBOURN, FRIEDMAN & BALINT, P.C.
         2901 N. Central Avenue, Suite 1000
         Phoenix, AZ 85012
         Tel: (602) 274-1100
         Fax: (602) 274-1199

                         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.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REOSTAR ENERGY: Hearing on Cash Collateral Use Set for Dec. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Dec. 12, 2011, at 9:30 a.m., to consider
ReoStar Energy Corporation, et al.'s request for cash collateral
use, and adequacy of the Disclosure Statement explaining the
proposed Chapter 11 Plan.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on Aug. 16, 2011, the
Debtors have filed a plan that provides for the restructuring of
Debtors and their emergence from bankruptcy as reorganized
privately held entities.

After payment of Secured Claims, Administrative Claims, and
Priority Claims under the priorities of the Bankruptcy Code, the
Debtors have agreed to pay some holders of Allowed General
Unsecured Claims their Pro Rata Share of (a) 20% of their Allowed
General Unsecured Claim amounts over 36 equal monthly payments
starting on the first business day following the Effective Date,
plus up to (b) 50% of the Net Proceeds, if any, from all Estate
Actions pursued by the Debtors.

The Allowed secured claim of BT & MK Energy and Commodities, LLC
(of unknown amount) will be paid over 10 years amortized at 5%.

BT & MK's Allowed unsecured claim (of unknown amount) will receive
20% of its claim paid over 2 years.

All Class 6 Interests in the Debtors will be canceled as of the
Effective Date.  New interests will be sold to the Interested
Purchasers.

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

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

                       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.


RIO RANCHO: Has Until Oct. 31 to File Plan & Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the the stipulation between Rio Rancho Super Mall,
LLC, and Wilshire State Bank extending the time for the Debtor to
file and serve its Disclosure Statement and Plan of Reorganization
to Oct. 31, 2011.

The hearing on the Disclosure Statement will be continued to
Dec. 6, 2011, at 2:00 p.m., or to such other date as the Court may
set.

The Bankruptcy Code had previously ordered that the Debtor file
its Disclosure Statement and Plan of Reorganization by Sept. 30,
2011.

The stipulation will allow the parties additional time to finalize
their negotiations concerning the terms of WSB's secured,
administrative and general unsecured claims.

The Office of the U.S. Trustee has been consulted regarding this
Stipulation and has no objection to it.

Moreno Valley, California-based Rio Rancho Super Mall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent, Esq.,
at the Law Offices of Thomas E. Kent, in Burbank, Calif.,serves as
the Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584
in assets and $12,253,866 in debts as of the Chapter 11 filing.


RIO RANCHO: Can Access WSB Cash Collateral Until Nov. 15
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the sixth stipulation between Rio Rancho Super Mall,
LLC, and Wilshire State Bank authorizing the Debtor to use cash
collateral through Nov. 15, 2011, for the payment of reasonable,
ordinary and necessary business expenses, pursuant to a budget.

A copy of the order approving the sixth stipulation and budget is
available for free at:

          http://bankrupt.com/misc/riorancho.dkt169.pdf

As adequate protection, the Debtor will make monthly payments of
$35,000 to WSB.  WSB is also granted a post-petition security
interest in and replacement lien upon all present and future real
and personal property of the Debtor's estate (the "Post-Petition
Collateral").

The security interests and replacement liens on the Post-Petition
Collateral will have priority over all existing and future liens
and encumbrances on the Debtor's property other than (I) existing
liens in favor of WSB, and (ii) existing liens on or security
interests in any specific items of equipment which is the subject
of a pre-petition lease between the Debtor and a third party, but
only to the extent that such liens were duly perfected pre-
petition.

To the extent that the adequate protection provided fails to
protect WSB against any post-petition diminution of the Collateral
due to the expediture of cash collateral or otherwise, WSB will
also have a superpriority administrative expense claim.

A copy of the Sixth Stipulation allowing the use of cash
collateral is available for free at:

          http://bankrupt.com/misc/riorancho.dkt166.pdf


Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent, Esq.,
at the Law Offices of Thomas E. Kent, in Burbank, Calif.,serves as
the Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584
in assets and $12,253,866 in debts as of the Chapter 11 filing.


ROBERTO CARRERAS: No Conflict of Interest for Lawyers
-----------------------------------------------------
Carlos E. Rodriguez Quesada, Esq., and Nelson Robles Diaz, Esq.,
of Reorganization and Bankruptcy Legal Services, P.S.C., will
remain as bankruptcy counsel to Roberto Soto Carreras after
Bankruptcy Judge Brian K. Tester rejected a bid by First Bank
Puerto Rico to dismiss the lawyers for conflict of interest.

In the course of the bankruptcy, the Debtor has been actively
engaged in objecting to First Bank Puerto Rico's claim number 10,
which involves several commercial loans made to Mr. Carreras
secured by real estate belonging to the Debtor or to the Debtor's
corporations.  On Sept. 19, 2011, the bank sought disqualification
of Mr. Rodriguez Quesada and RBLS, alleging that a conflict of
interest exists between FBPR and Rodriguez Quesada due to his
appearance in the case of In Re: New York Mortgage Bankers, Inc.,
case number 09-02852 (BKT) on behalf of FBPR.  FBPR alleges that
there is an irrefutable presumption that Rodriguez Quezada
received confidential information from FBPR, "and/or
simultaneously represent[ed] conflicting interests."  Furthermore,
FBPR alleges that RBLS should also be disqualified.

In his Oct. 18, 2011 Opinion and Order, available at
http://is.gd/AKHeRyfrom Leagle.com, the judge said FBPR has not
established that the matter in which the counsel represented FBPR
is substantially related to the Carreras case.  Mere allegation
that confidential information was exchanged in prior
representation will not suffice to create an irrebuttable
presumption of shared confidences, for purpose of determining
whether disqualification of the attorney is warranted.

Roberto Soto Carreras filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 09-10782) on Dec. 17, 2009.


ROCKETPLANE KISTLER: Heritage to Auction Assets Nov. 11
-------------------------------------------------------
On behalf of Rocketplane Kistler, Inc. Heritage Global Partners
will conduct a global webcast bulk auction of company assets.  The
approval of Debtor's Motion to engage Heritage Global Partners is
currently pending in the United States Bankruptcy Court for the
Eastern District of Wisconsin.  Following approval, the auction
will be staged on Friday, November 11, 2011 from 10 a.m. -- 2 pm
CST via live global webcast at http://www.hgpauction.com/and live
at the Hilton Garden Inn of Green Bay in Green Bay, Wisconsin.

The Rocketplane Kistler auction will provide buyers an opportunity
to purchase all capital equipment and patents related to this
company, which developed fully reusable space transportation
vehicles.  Physical assets included are located in seven
facilities across the country, along with all rights and related
technologies.

"On behalf of all stakeholders, Heritage Global Partners is
pleased to conduct the auction sale of all tangible and intangible
assets of Rocketplane Kistler.  This is a once in a lifetime
opportunity for companies all over the world to bid and compete
for its intellectual property and physical assets," said David
Barkoff, Director of Sales, Heritage Global Partners.
"Rocketplane Kistler's technology has an extremely valuable and
important place in our world."

Green Bay, Wisconsin-based Rocketplace Kistler was a reusable
spacecraft firm which developed the K-1, the first fully reusable
aerospace vehicle, designed to deliver payloads to orbit and
provide a low-cost alternative to single-use launch vehicles.
Rocketplane Kistler, which was awarded a contract of millions of
dollars from NASA, planned to service the International Space
Station, provide affordable access to space and spur the
exploration and implementation of new space ventures.  Rocketplane
Kistler and its parent company Rocketplane, Inc. filed for Chapter
7 bankruptcy in September 2011.

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.


ROYAL HOSPITALITY: Ch. 11 Trustee Taps Green & Seifter as Counsel
-----------------------------------------------------------------
Stephen D. Gerling, the Chapter 11 trustee in the case of Royal
Hospitality LLC dba Comfort Suites, asks the U.S. Bankruptcy Court
for the Northern District of New York for permission to employ
Green & Seifter, attorney, PLLC as counsel.

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

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.


SAAB AUTOMOBILE: Terminates Funding Deals With Youngman, Pang Da
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Saab Automobile AB
inched closer to bankruptcy after it said it had terminated rescue
funding agreements with Chinese auto makers Youngman Lotus
Automobile Co. and Pang Da Automobile Trade Co., though the three
companies remained in talks.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.

Swedish Automobile N.V. disclosed that Saab Automobile AB and its
subsidiaries Saab Automobile Powertrain AB and Saab Automobile
Tools AB received approval for their proposal for voluntary
reorganization from the Court of Appeal in Gothenburg,
Sweden on Sept. 21.  The purpose of the voluntary
reorganization process is to secure short-term stability while
simultaneously attracting additional funding, pending the inflow
of the equity contributions by Pang Da and Youngman.


SANITARY AND IMPROVEMENT: Files 20 Largest Unsec. Creditors List
----------------------------------------------------------------
Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, has filed with the U.S. Bankruptcy Court for the
District of Nebraska a list of its 20 largest unsecured creditors.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                                             Claim Amount
  ------                                             ------------
A.G. Edwards & Sons, Inc.
c/o Wells Fargo Advisors
Attn: Debbie Reynolds
Mailcode Mo3880, 2801 Market Street
Saint Louis, MO 63013                                 $859,440.80

William L. Grewcock
2123 Mullen Road
Omaha, NE 68124                                       $532,266.27

First Clearing LLC
c/o Wells Fargo Advisors
Attn: Debbie Reynolds
Mailcode Mo3880, 2801 Market Street
Saint Louis, MO 63013                                 $443,693.95

Firstier Bank                                         $343,947.95

Linsco Private Ledger                                 $296,983.42

Reynold & Kathyrn Hochstein                           $284,591.03

Lyle & Audra Hansen                                   $274,776.00

Security National Bank                                $171,735.00

Rodney Rhoden                                         $144,480.82

DAD & Co.                                             $135,970.08

Marilyn Magid, Trustee                                $131,283.16

Censtat Financial Inc.                                $114,490.00

Michael E. Erman                                      $109,374.79

William R. Hengstler                                  $105,753.24

Larry & Barbara Hagen                                 $103,041.00

Gerald & Angeline Langerman                            $93,015.47

Harold & Shirley Mills                                 $84,334.99

Charles Schwab & Co., Inc.                             $80,143.00
Joan M. Lipsky                                         $73,688.60

RBC Wealth Management                                  $73,428.14

                 About Sanitary And Improvement

Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, filed Chapter 9 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 Debtor.
Sanitary and Improvement estimated assets and debts of $1 million
to $10 million in its Chapter 11 petition.  The petition was
signed by Paul S. McCune, chairman of the board of trustees.

As reported by the TCR on Oct. 20, 2011, Sanitary and Improvement
filed its plan of adjustment under Chapter 9 of the Bankruptcy
Code.  Under the plan, holders of administrative and priority
claims will be paid in full.  The owners of the General Fund
Warrants will be paid principal and accrued interest in full.
Pre-petition construction fund warrant holders will be paid, among
other things, 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.


SEA TRAIL: Taps Dana Connelly as Chief Operating Officer
--------------------------------------------------------
Sea Trail Corporation asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ Dana
Connelly as chief operating officer to oversee all aspect of the
Debtor's operations.

The Debtor proposes to pay $99,000 to Ms. Connelly annually.

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

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEA TRAIL: Wants to Hire Cox & Watts as Special Counsel
-------------------------------------------------------
Sea Trail Corporation asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ Cox &
Watts PLLC as special counsel to represent the Debtor's interest
in corporate, employee, labor and other general business matters
pertaining to the daily operation of the Debtor.

The Debtor tells the Court that it owed $123,208 to the firm for
prepetition services.  The firm will charge $175 per hour for this
engagement.

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

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEMGROUP LP: Plains All American Has $1 Billion Hostile Bid
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Plains All
American Pipeline LP said it's pursuing a $1 billion hostile
takeover of SemGroup Corp. after repeated rejections, in the midst
of a consolidation spurt raging through the pipeline industry.

                        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.


SENTINEL MANAGEMENT: Trustee Settles FTN Bribery Case for $38.5MM
-----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that FTN Financial
Securities Corp. and others reached a $38.5 million settlement
Friday in Illinois over claims from Sentinel Management Group
Inc.'s bankruptcy trustee that two FTN employees bribed Sentinel's
former head trader in order to sell risky structured finance
products.

Sentinel trustee Frederick J. Grede sued FTN in 2008, claiming the
company bribed Sentinel's former head trader in a scheme to sell
Sentinel hundreds of millions of dollars worth of risky structured
finance products, according to Law360.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
Dec. 15, 2008, and Mr. Grede is managing the liquidation.


SEQUA CORP: S&P Affirms B- Corp. Credit Rating; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Sequa Corp. The outlook
remains positive.

Standard & Poor's also assigned a 'B-' issue-level rating to
Sequa's proposed $200 million incremental term loan. The recovery
rating on the new term loan is '3', indicating the expectation of
meaningful (50%-70%) recovery in a payment default scenario.

Sequa acquired a coil coating company (whose end markets include
construction, appliances, heating, ventilation, and air
conditioning, among others) for $245 million, funded with proceeds
from the term loan and cash on hand.

"The affirmation reflects our belief that despite additional debt
to fund the acquisition, key credit metrics (pro forma for the
acquisition) over the next year will remain largely unchanged from
our prior expectations," said Standard & Poor's credit analyst
Christopher DeNicolo. Strength in core markets, especially the
airline and commercial aerospace sectors; the benefits from
extensive cost reduction and efficiency initiatives; and new
contracts should improve credit metrics over the next 12-18
months.

"We believe that the acquisition may enable Sequa to realize cost
synergies through a combination of capacity rationalization and
elimination of redundant overhead," Mr. DeNicolo added.

Standard & Poor's assesses the company's financial risk profile as
highly leveraged, given Sequa's very weak albeit improving credit
metrics but adequate liquidity. "We assess the company's business
risk profile as weak due to risks associated with cyclical and
competitive end markets and modest profitability, which far
outweighs the benefits of its major positions in niche markets,"
S&P added.


SHAMROCK-SHAMROCK INC: Creditor PNC Bank Won't Join Mediation
-------------------------------------------------------------
Creditor PNC Bank, N.A., notified the U.S. Bankruptcy Court for
the Middle District of Florida that it respectfully declines to
participate in mediation with Shamrock-Shamrock, Inc., in the
Chapter 11 case.

PNC Bank, N.A. is represented by:

         Allen R. Tomlinson, Esq.
         JONES, FOSTER, JOHNSTON & STUBBS, P.A.
         505 South Flagler Drive, Suite 1100
         P.O. Box 3475
         West Palm Beach, FL 33402-3475
         Tel: (561) 659-3000
         Fax: (561) 650-0469
         E-mail: atomlinson@jones-foster.com

                    About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHOPS AT PRESTONWOOD: Court Okays Sayles Werber as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Shops at Prestonwood LP to employ Sayles Werbner,
PC as its special litigation counsel.

Sayles Werbner will assist the Debtor with its claims against
Bellinger & DeWolf for malpractice, relating to various issues
raised in "Pulte Homes of Texas LP v. The Shops at Prestonwood,
LP," Cause No. 10-02397, which was originally pending in the 162nd
Judicial District Court in Dallas County and has since been
removed to the U.S. Bankruptcy Court for the Northern District of
Texas.  Sayles Werbner was the Debtor's prepetition counsel in the
Pulte Lawsuit.  Will Snyder will act as lead counsel for the
Debtor with respect to these matters.

According to the Debtor, compensation to Sayles Werbner will be
paid either by the Debtor's affiliates or out of property of the
estate from time to time and will be computed based upon the
firm's hourly rate.

Based upon the affidavit of Will Snyder, the Debtor believes that
Sayles Werbner is a disinterested person as the term is defined in
Section 101(14) of the Bankruptcy Code and that the firm has not
interests adverse to those of the estate with respect to the
Bellinger & DeWolf Matter or otherwise.

Sayles Werbner can be contacted at:

          SAYLES WERBNER PC
          4400 Renaissance Tower
          1201 Elm Street
          Dallas, Texas 75270
          Tel: (214) 939-8700
          Fax: (214) 939-8787

The Debtor has filed a notice of withdrawal with respect to its
previous application to employ special litigation counsel, dated
June 29, 2011.

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.

No creditors' committee, trustee nor examiner has been appointed
in the case.


SIGNATURE STYLES: Has Until Jan. 4 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Signature Styles LLC, et al.'s exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Jan. 4,
2012, and March 5, 2012, respectively.

As reported in the Troubled Company Reporter on Oct. 11, 2011, the
Debtors explained that they need more time to work with the
Official Committee of Unsecured Creditors to wind down their
bankruptcy estates and formulate and confirm a chapter 11
liquidating plan.

The Debtors relate that on Sept. 9, 2011, the Court authorized the
sale of substantially all assets to Artemis, LLC.  The sale closed
on Sept. 12, 2011.  The Debtors add that Anthony M. Saccullo
Business Consulting, LLC was appointed as their wind down officer.

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business
for $21.7 million at a foreclosure sale in June 2009.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

Signature Styles completed the bankruptcy sale of the Spiegel
catalogue business to the secured lender on Sept. 12, 2011.  The
business was purchased by a fund associated with Patriarch
Partners LLC, the owner and lender through affiliated funds. The
contract with Patriarch was negotiated before the Chapter 11
filing. The Patriarch fund paid $2 million cash and assumed
specified liabilities, including $30 million outstanding on a term
loan and revolving credit.

No trustee or examiner has been appointed in the Chapter 11 cases.
On June 17, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


TRAILHEAD LODGE: Silverleaf Buys $57 Million Non-Performing Loan
----------------------------------------------------------------
SilverLeaf Financial recently acquired a $57 Million non-
performing loan secured by 58 unsold luxury condominium units
within the 86-unit Trailhead Lodge Development in Steamboat
Springs, Colorado.

The loan originated in 2007 for the amount of $57.4 Million and
was later extended in 2009.  Currently the loan is in maturity
default with an unpaid principal balance of approximately $48
Million.

Trailhead Lodge is a luxury hotel/condominium project built in
2009 on a 2.73 acre site.  The property is the focal point of a
47-acre development known as the Wildhorse Meadows.  The property
is located minutes from the base of Steamboat Ski Resort, which
can easily be reached via the Trailhead gondola that conveniently
transports condo owners and guests to the base of the resort.

The Steamboat Ski Resort boasts a massive 2,965 acres,
encompassing over 3,300 vertical feet of ski area.  With a genuine
old-western-town feel and 249 inches of average snowfall, the
mountain services more than a million skiers per year.

The lodge is managed by Wyndham Vacation Rentals.  Wyndham offers
one of the largest and most diverse collections of serviced
vacation rental accommodations in the world.  They manage more
than 90,000 vacation properties in over 500 destinations.  They
also provide over 51,000 independent vacation property owners the
opportunity to rent their properties through their well-known
vacation rental brands.

The lodge consists of one 5-story building over a 2-story
underground garage, and features a total of 86 residential units.
The units total 93,933 net square feet.  All of the units are
fully decorated with luxury furnishings and appliances.  The large
windows in the units offer dramatic views of the South Valley and
Emerald Mountain.  Unit amenities include a balcony, fireplace and
lockable storage.  The 58 available units are offered in 14 floor
plans ranging in size from 461 SF to 2,197 SF (average of 1,142
SF) for a total of 66,254 SF.

Common area amenities include an outdoor patio area with built-in
barbecues, a large lap pool, three hot tubs, fitness room, his/her
locker rooms and a game room. Each unit includes its own indoor
storage space in the underground parking garage.  The complex is
served by two high-speed elevators.

With a local population of only 12,000 people, Steamboat comes to
life with its many visitors and vacationers from New York,
Chicago, Atlanta, Dallas and Houston.  All of these cities have
direct flights making it an easy and convenient ski destination.
The city of Steamboat Springs is now in its fifth year of the
"Base Area Redevelopment Project."  It's anticipated that over 1
billion dollars of public and private funds will be leveraged to
improve and revitalize the area, according to the city's website.

In addition to being a world-class ski destination, Steamboat
Springs offers many year-round activities, including popular
summer activities such as biking, camping, boating, climbing,
fishing, four-wheeling, golf, horseback riding, gondola rides,
hunting, helicopter sightseeing, rafting and wagon rides.

SilverLeaf Financial intends to aggressively market the Trailhead
units based on their new cost basis.  Shane Baldwin, Principal of
SilverLeaf Financial, said his goal is to sell the remaining
units, which will pave the way for the completion of the Wildhorse
Meadows master plan.  SilverLeaf Financial will continue to pursue
the acquisition of distressed debt secured by commercial real
estate nationwide.

                    About SilverLeaf Financial

Headquartered in Salt Lake City, Utah, SilverLeaf Financial
focuses on acquiring non-performing commercial loans secured by
first position trust deeds. These assets are acquired from the
FDIC, regional banks, special servicers and other financial
institutions for the purpose of future monetization. For more
information, visit SilverLeaf Financial's Web site
http://www.SilverLeaf-Financial.com


SL MANAGEMENT: 5th Cir. Flips Ruling in Texas Capital Suit
----------------------------------------------------------
Dewey Weaver, Plaintiff-Appellee, v. Texas Capital Bank N.A.,
Defendant-Appellant, No. 10-10835 (5th Cir.), is an appeal from a
grant of a summary judgment in favor of Dewey Weaver, and a denial
of a cross-motion for summary judgment filed by Texas Capital Bank
N.A.  In an Oct. 17, 2011 decision, available at
http://is.gd/Yn3z2Vfrom Leagle.com, the Fifth Circuit reversed
and rendered judgment in favor of Texas Capital.

Mr. Weaver was a member of SL Management, a Louisiana company that
bought and sold real estate in Texas.  Between October 2004 and
September 2006, SL Management obtained loans from Texas Capital in
the form of four promissory notes totaling $978,719.  The notes
were secured by eleven tracts of land in Tarrant County, Texas,
and Mr. Weaver and his business partner, Walter Dootson, executed
personal guaranties of payment on each of the promissory notes.
The guaranties unconditionally committed Messrs. Weaver and
Dootson to satisfy SL Management's debt on the promissory notes.

On Jan. 16, 2008, SL Management filed a Chapter 11 bankruptcy
petition in the Northern District of Texas.  Texas Capital
appeared as a creditor in SL Management's bankruptcy suit and
filed an unobjected-to proof of claim for $756,000. On March 6,
2008, SL Management filed its plan of reorganization. This plan
classified Texas Capital as a Class 10 creditor.

Any deficiency will be treated as a Class 12 claim and paid in
accordance with the Class 12 treatment.  Class 10 will not have a
Class 11 Claim.  Class 10 is impaired under the Plan.

Under the bankruptcy plan, Class 12 claimants were to be paid by
Weaver in an amount fully satisfying their claims, up to $500,000.

The bankruptcy plan also contained a provision stating that the
plan would be the "exclusive remedy for payment of any claims or
debt so long as the [p]lan is not in default," which Mr. Weaver
claims enjoined Texas Capital from separately suing to collect on
the guaranty agreements.

As to Texas Capital, SL Management's bankruptcy plan provided,
first, that SL Management would attempt to sell the properties in
Tarrant County with which Texas Capital had secured the promissory
notes, and second, if that sale did not occur, that all of the
secured properties would be surrendered to Texas Capital in "full
satisfaction of the Class 10 claims" by the Effective Date of the
plan. Should the bankruptcy court determine, however, that "the
cumulative value of the properties to be surrendered . . . is less
than the cumulative amount of the [claim]," then any deficiency
would be treated as a Class 12 claim and would be paid by Weaver
"in the amount necessary for full and complete satisfaction" of
the claim.

On Sept. 2, 2008, the bankruptcy court confirmed SL Management's
bankruptcy plan.  SL Management did not sell the Tarrant County
properties, and on Oct. 13, 2008 -- the Effective Date of the plan
-- the properties were surrendered to Texas Capital.  Neither
party requested a valuation of the collateral.  On Dec. 1, 2008,
Texas Capital foreclosed on the properties, leaving a deficiency
of $431,659.34, plus fees, expenses, and interest. The bankruptcy
action was closed on Dec. 16, 2008.

Previously, on April 8, 2008 -- during the pendency of SL
Management's bankruptcy case -- Texas Capital filed an action in
Texas state court to enforce the guaranty agreements between it
and Mr. Weaver.  Mr. Weaver was properly served, but he did not
answer or otherwise respond, and on Dec. 15, 2008, the Texas state
court entered a default judgment against Mr. Weaver for
$766,645.79, plus fees, costs, and interest.  In February 2009,
Texas Capital initiated collection proceedings against Mr. Weaver
in Louisiana state court and registered the Texas judgment,
subject to a $334,986.45 credit.

In response to the collection action, on Feb. 27, 2009, Mr. Weaver
filed a lawsuit in the Northern District of Texas, seeking a
declaration that SL Management's debt to Texas Capital was fully
satisfied by the surrender of collateral, and therefore, that any
liability owed on the guaranties was also satisfied at the time of
the Texas state judgment, or in the alternative, that the Texas
state default judgment was fully satisfied by the bankruptcy plan.
Under both theories, Mr. Weaver's case is premised on an argument
that since SL Management's underlying debt to Texas Capital is
paid, no payment related to the guaranties need be made to Texas
Capital.  The parties filed cross-motions for summary judgment,
and on July 23, 2009, the action was referred to the bankruptcy
court for proposed findings of fact and conclusions of law.

The district court largely adopted the bankruptcy court's proposed
findings, and it denied Texas Capital's motion for summary
judgment and granted in part Mr. Weaver's motion for summary
judgment.  Specifically, the district court held: (1) that the
Texas state default judgment was entitled to preclusive effect;
(2) that SL Management's surrender of the collateral properties
was presumed to be in full satisfaction of its debt to Texas
Capital, and that the Texas default judgment was also satisfied,
but that Texas Capital could move to reopen the bankruptcy case to
seek a deficiency valuation hearing; (3) that the bankruptcy plan
enjoined Texas Capital from pursuing a collection action against
Mr. Weaver without establishing a default under the bankruptcy
plan; and (4) that the Rooker-Feldman doctrine did not deprive the
court of jurisdiction.  On Aug. 6, 2010, the district court
entered judgment, declaring that "the default judgment obtained by
[Texas Capital] against [Weaver] in Texas state court has been
fully satisfied by the plan of reorganization of SL Management."
On Aug. 19, 2010, Texas Capital filed a notice of appeal.

According to the Fifth Circuit, res judicata bars the assertion of
Mr. Weaver's claim for declaratory judgment.


SOLYNDRA LLC: U.S. Trustee Wants Trustee, Says CRO Not Needed
-------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to deny Solyndra,
LLC, et al.'s request for permission to employ Berkeley Research
Group, LLC and designating R. Todd Neilson as chief restructuring
officer to the Debtors.

As reported in the Troubled Company Reporter on Oct. 14, 2011, the
Debtor asked a federal court to allow a heavyweight bankruptcy
expert to take over its reorganization after the departure of its
chief executive.

As reported in the TCR on Oct. 12, 2011, EcoSeed said that the
United States Department of Energy's Loan Programs Office
executive director Jonathan Silver resigned from his post, with
critics saying his resignation was related to the controversial
Chapter 11 bankruptcy of solar start-up Solyndra LLC which his
office provided with a $535-million loan guarantee in 2009,
sparking questions on whether the department has mishandled the
use of stimulus funds and was not following protocol when they
had given out the loan.

The U.S. Trustee related that she has sought for an order
directing the appointment of a chapter 11 trustee in the case and
the Debtors should not need a CRO.

The U.S. Trustee is represented by:

         T. Patrick Tinker
         Assistant U.S. Trustee
         Jane M. Leamy, Trial Attorney
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

                         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.


SOUTHERN MONTANA: Files Chapter 11 Protection
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southern Montana Electric Generation & Transmission
Cooperative Inc. filed a bare-bones Chapter 11 petition (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21 in Butte, Montana, saying
assets and debt both exceed $100 million.

Based in Billings, Montana, the co-op was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000, the website says. In addition to Great
Falls, the service area includes suburbs of Billings, Montana.

PPL Energy Plus LLC, with a $7.6 million disputed claim under a
power-purchase agreement, is listed the unsecured creditor with
the largest claim.


The electric distribution cooperative is represented by Jon E.
Doak of Doak & Associates.

According ot BankruptcyData.com, court documents explain,
"Southern Montana is suffering an acute cash-flow crisis caused by
issues with its power supply obligation issues with payment and
adjustment of its rates opposed by some of its members. litigation
in multiple forums and material loss of electricity supply load
previously forecast by some members, and the Cooperative's
officers have expressed their reasonable opinions that the
Cooperative could with protection from creditor actions afforded
under the Bankruptcy Code be reorganized into a viable economic
enterprise capable of repaying all of its bona fide obligations
and continuing to supply its members systems with all of their
requirements for electric energy and ancillary services."


SOUTHERN MONTANA: S&P Lowers Issuer Credit Rating to 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Southern Montana Electric Generation & Transmission
Cooperative (SME) to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.

These actions follow the cooperative's Oct. 21 bankruptcy filing
under Chapter 11 of the U.S. Bankruptcy Code. According to SME,
the filing was in response to failure on the part of some of its
members to honor contractual obligations, including payment to the
cooperative for services.

"We view this action as a strategic bankruptcy filing, driven by
disputes between members," said Standard & Poor's credit analyst
Peter Murphy. "However, we view the filing as creating a potential
risk that SME might not honor its debt payment obligations, and
might otherwise potentially affect the cooperative, including
affecting its access to capital markets and bank financing."

"We expect to resolve the CreditWatch placement within the next 90
days. If the cooperative defaults on its debt payments, we will
lower the rating to 'D'. If the underlying issues that prompted
SME's board to file for bankruptcy are resolved favorably, we
could raise the rating," S&P related.


SOUTHERN MONTANA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southern Montana Electric Generation And Transmission
        Cooperative, Inc.
        3521 Gabel Road, #5
        Billings, MT 59102

Bankruptcy Case No.: 11-62031

Chapter 11 Petition Date: October 21, 2011

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Jon E. Doak, Esq.
                  DOAK & ASSOCIATES, P.C.
                  100 N. 27th Street, Suite 200
                  Billings, MT 59101
                  Tel: (406) 896-8904
                  E-mail: doaklaw@wtp.net

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

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

The petition was signed by Timothy Gregori, general manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PPL Energy Plus, LLC               Power Purchase       $7,584,243
2 North Ninth Street
Allentown, PA 18101

National Rural Utilities CFC       Line of Credit       $3,000,000
20701 Cooperative Way
Dulles, VA 20166

EPC Services, Inc.                 Construction         $1,858,606
3521 Gabel Road
Billings, MT 59102

First Interstate Bank              Bank Line of Credit  $1,856,370
P.O. Box 5010
Great Falls, MT 59403

Bonneville Power Administration    Power Purchase       $1,164,611
P.O. Box 3621
Portland, OR 97208

Stanley Consultants                Engineering            $917,188
8000 S. Chester Street
Centennial, CO 80112

Corval Group                       Construction           $870,202
1633 Eustis Street
St. Paul, MN 55108

LS Jensen                          Construction           $682,344
4685 Mullen Road
Missoula, MT 59808

The Energy Corp.                   Construction           $526,729
126 Pine View Loop
Bastrop, TX 78602

Edwards, Frickle & Culver          Legal Services         $276,207
P.O. Box 20039
Billings, MT 59108

Land Supply, Inc.                  Construction           $178,500

ATCO Structures & Logistics, Ltd.  Construction           $171,383

Energy West Montana                Gas Purchases          $158,378

E3 Consulting                      Consulting Services    $102,771

Covington & Burling                Legal Services          $55,753

GE Packaged Power, Inc.            Spare Parts             $49,145

Grass Man Tractor Services         Construction            $20,379

Proven Compliance Solutions, Inc.  Consulting Services     $15,603

Electrical Consultants, Inc.       Engineering             $12,427

Energy West Resources, Inc.        Consulting Services      $6,200


SUNVALLEY SOLAR: Board Approves SPA with Asher Enterprises
----------------------------------------------------------
Sunvalley Solar, Inc.'s board of directors approved the Company's
entry into a Securities Purchase Agreement with Asher Enterprises,
Inc., and the issuance to Asher of a Convertible Promissory Note
under the SPA in the amount of $75,000.  The SPA and the Note are
effective Oct. 18, 2011.  The Note bears interest at an annual
rate of 8%, with principal and interest coming due on July 20,
2012.  The Note may be converted in whole or in part, at the
option of the holder, to shares of the Company's common stock, par
value $0.001, at any time following 180 days after the issuance
date of the Note.  The conversion price under the Note is 61% of
the Market Price of the Company's common stock on the conversion
date.  The number of shares issuable upon conversion is limited so
that the Holder's total beneficial ownership of the Company's
common stock may not exceed 4.99% of the total issued and
outstanding shares.  This condition may be waived at the option of
the holder upon not less than 61 days notice.

Upon conversion of the Note in whole or in part, the Company will
be obligated to deliver the conversion stock to the holder within
3 business days of the Company's receipt of notice of conversion.
Failure to timely deliver conversion stock will cause the Company
to incur daily penalties.  The conversion price will be subject to
adjustment in the event of certain dilutive issuances of
securities, distributions of stock or assets to shareholders,
mergers, consolidations, and certain other events.  Pre-payment of
the Note will result in certain penalties depending on the time of
pre-payment, and will not be allowed after 180 days.

Additional covenants, representations, and warranties between the
parties are included in the Note and the SPA.

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at June 30, 2011, showed $3.88 million
in total assets, $3.84 million in total liabilities and $36,619
total stockholders' equity.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUNVALLEY SOLAR: Board OKs Entry Into SPA with Tonaquint
--------------------------------------------------------
Sunvalley Solar, Inc.'s board of directors approved the Company's
entry into a Securities Purchase Agreement with Tonaquint, Inc.,
and the issuance to Tonaquint of a Convertible Promissory Note
under the SPA in the amount of $200,000.  The SPA and the Note are
effective Oct. 18, 2011.  The Note bears interest at an annual
rate of 8%, with principal and interest coming due nine months
from the date of issuance.  The Note may be converted in whole or
in part, at the option of the holder, to shares of the Company's
common stock, par value $0.001, at any time following 180 days
after the issuance date of the Note.  The conversion price under
the Note is 61% of the Market Price of the Company's common stock
on the conversion date.  For purposes of the Note, "Market Price"
is defined as the average of the 3 lowest closing bid prices for
the Company's common stock on the 10 trading days immediately
preceding the conversion date.  The number of shares issuable upon
conversion is limited so that the Holder's total beneficial
ownership of the Company's common stock may not exceed 9.99% of
the total issued and outstanding shares.

Upon conversion of the Note in whole or in part, the Company will
be obligated to deliver the conversion stock to the holder within
3 business days of the Company's receipt of notice of conversion.
Failure to timely deliver conversion stock will cause the Company
to be in default under the Note.  Upon any default under the Note,
interest will accrue at the default rate of 22% percent per year
and significant additional penalties will be imposed.  The
conversion price of the Note will be subject to adjustment in the
event of certain dilutive issuances of securities, distributions
of stock or assets to shareholders, mergers, consolidations, and
certain other events.  Pre-payment of the Note will result in
certain penalties depending on the time of pre-payment, and will
not be allowed after 180 days.

Additional covenants, representations, and warranties between the
parties are included in the Note and the SPA.

A full-text copy of the Securities Purchase Agreement is available
for free at http://is.gd/vRyCiF

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at June 30, 2011, showed $3.88 million
in total assets, $3.84 million in total liabilities and $36,619
total stockholders' equity.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUPERMEDIA INC: Files Post-Confirmation Qtly. Report for Q3 2011
----------------------------------------------------------------
On Oct. 20, 2011, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed their unaudited
consolidated Post-Confirmation Quarterly Operating Report for the
quarter ending Sept. 30, 2011, with the Office of the United
States Trustee for the Northern District of Texas, Dallas
Division.  The Quarterly Report has been prepared solely for the
purpose of complying with the quarterly reporting requirements of
the UST.

The Debtors reported these cash balances at the end of the
quarter:
                                       Case Number  Cash Balance
                                       -----------  ------------
SuperMedia Inc.                          09-31828             $0
SuperMedia Information Sevices LLC       09-31835             $0
SuperMedia LLC                           09-31836   $267,355,000*
License Application Corporation          09-31838             $0
Second License Application Corporation   09-31840             $0
SuperMedia Sales - East Co.              09-31841             $0
SuperMedia Sales - East LLC              09-31842             $0
SuperMedia Services - West Inc.          09-31843             $0
SuperMedia Services - East Inc.          09-31845             $0
SuperMedia Sales - West Inc.             09-31846             $0

  * Beginning of quarter cash balance           $179,798,000
    Cash receipts from business operations      $385,072,000
    Cash receipts from other sources (net
       intercompany activity, interest)          $64,606,000
    Total cash receipts                         $449,679,000
    Payments made under the plan                    $413,000
    General business payments                   $361,709,000
    Total cash disbursements this quarter       $362,122,000
    Cash balance end of quarter                 $267,355,000

A copy of the Post-Confirmation Quarterly Report is available for
free at http://is.gd/rdiKpy

                        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.


SWORDFISH FINANCIAL: Disowns Spam Information Detected by OTC
-------------------------------------------------------------
Swordfish Financial, Inc., was notified by OTC Markets Group that
it had become aware of a Spam regarding Swordfish's security.  OTC
Markets Group indicated to Swordfish that it is its policy to
block the display of quotations on otcmarkets.com and label the
Company with the Caveat Emptor symbol, for a minimum of 30 days
from the last Spam e-mail/fax/text received.

Swordfish claims no association with the spam information detected
by OTC Markets Group and further advises investors and potential
investors not to rely on any spam information they may receive.

                     About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

The Company's balance sheet at June 30, 2011, showed $3.84 million
in total assets, $5.71 million in total liabilities and a $1.86
million total stockholders' deficit.

The Company reported a net loss of $2.69 million on $0 of net
sales for the year ended Dec. 31, 2010, compared with a net loss
of $1.94 million on $0 of net sales during the prior year.

As reported by the TCR on April 25, 2011, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.


TEE INVESTMENT: WBCMT Says Plan Outline Still Lacks Information
---------------------------------------------------------------
Secured creditor WBCMT 2006-C27 Plumas Street, LLC asks the U.S.
Bankruptcy Court for the District of Nevada to deny approval of
Tee Investment Company's First Amended Disclosure Statement
explaining the proposed Chapter 11 Plan dated Sept. 9, 2011.

According to the secured creditor, among other things:

   -- in its amended Disclosure Statement, the Debtor failed to
   cure deficiencies identified in the secured creditor's previous
   objection; and

   -- the secured creditor adds that creditors still cannot make
   an informed vote based on the information since critical
   portions of which are missing.

As reported in the Troubled Company Reporter on Sept. 26, 2011,
the First Amended Plan provides that the amount of WBCMT 2006 -
C27 Plumas Street, LLC's secured claim will be the lesser of the
value of Lakeridge East Apartments, located at 6155 Plumas Street,
in Reno, Nevada, determined as of the Confirmation Date or the
WBCMT Note Balance.  WBCMT will retain its security interest in
the Property.

The WBCMT Secured Claim will bear interest at the rate of 4.25%
per annum from and after the Effective Date, or, in the event of
objection by the Class 1 creditor, other rate as the Court will
determine is appropriate after considering the evidence at the
Confirmation Hearing.  On or before the 15th day of each and every
month, commencing on the 15th day of the next month following the
Effective Date, the Debtor will distribute to WBCMT an amount
equal to the normal amortized monthly payment based upon the WBCMT
Interest Rate and a 30-year amortized mortgage term.

The balance owed on the WBCMT Secured Claim, together with any and
all accrued interest, fees and costs due thereunder, will be paid
on or before 10 years following the Effective Date, or other date
as may be proposed by the Debtor and approved by the court at the
Confirmation Hearing.

The WBCMT Note and the WBCMT Deed of Trust will remain in full
force and effect.

In the event of a default by the Debtor under the Plan, and in the
event Debtor fails to cure the default within 15 business days
after delivery of notice to the Debtor and to Debtor's counsel,
WBCMT will be entitled to enforce all of the terms of the WBCMT
Deed of Trust and the WBCMT Note, in addition to all rights
available under Nevada law, including, without limitation,
foreclosure upon the Property and the opportunity to credit bid
the entire amount of the WBCMT Note at any foreclosure sale.

In the event WBCMT makes a timely election under Section 1111(b
(2) of the Bankruptcy Code, and the same is allowed by the Court,
then as of the WBCMT Maturity Date, the balance paid to WBCMT will
be the greater of I) the balance owed on the WBCMT
Secured Claim as of the WBCMT Maturity Date; or ii) the WBCMT Note
Balance less the total of all payments received by WBCMT Post
Petition.

A full-text copy of the First Amended Disclosure Statement, dated
September 9, is available for free at:

               http://ResearchArchives.com/t/s?76fc

The secured creditor is represented by:

         Phillip K. Wang, Esq.
         DUANE MORRIS LLP
         One Market Plaza
         Spear Street Tower, Suite 2200
         San Francisco, CA 94105-1127
         Tel: (415) 957-3000
         Fax: (415) 957-3001
         E-mail: pwang@duanemorris.com

         Rosanne Ciambrone, Esq.
         DUANE MORRIS LLP
         190 LaSalle Street, Suite 3700
         Chicago, IL 60603
         Tel: (312) 499-6700
         Fax: (312) 499-6701
         E-mail: rciambrone@duanemorris.com

         Holly S. Stobeski, Esq.
         DUANE MORRIS LLP
         100 North City Parkway, Suite 1560
         Las Vegas, NV 89106-4617
         Tel: (702) 868-2600
         Fax: (702) 385-6862
         E-mail: hstoberki@duanemorris.com

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


TEE INVESTMENT: Opposes Creditor's Plea Stay Relief
---------------------------------------------------
Tee Investment Company filed with the U.S. Bankruptcy Court for
the District of Nevada its response to secured creditor WBCMT
2006-C27 Plumas Street, LLC's motion for relief from automatic
stay.

The Debtor agreed that it owed the lender $14,242,985, and it
agrees to a fair market value of the property located at 6900 -
6990 S. McCarran Blvd., Reno, Nevada, 89509 at $11,800,000 for the
purposes of the hearing only.  The Debtor is currently obtaining
an appraisal of the property, which is scheduled to be completed
by the end of October, and which may show a substantially
different valuation for the property.  During the pendency of this
Chapter 11 case the property has been operated by Terrence S.
Daly, a receiver for the lender, who also operated the property
prepetition. All rents have been collected by the receiver, and
the receiver has continued to pay the expenses associated with the
property.  The Debtor's First Amended Disclosure Statement has
been approved, and a plan confirmation has been scheduled for
Jan. 26 and 27, 2011.

The Debtor stated that the lender's motion for relief from stay
must be denied because, among other things:

   -- The general partner of the Debtor has not changed since the
   date the loan from the lender was obtained;

   -- The lender's argument that the Debtor is acting for the
   benefit of insiders is based upon the fact that a debt is
   listed in favor of the Tennis Club in the amount of $1,603,701.
   The Debtor relates that there is no explanation by the lender
   of why the existence of this debt means that the Debtor is
   operating for the benefit of insiders.

   -- The lender presented no evidence concerning the value of the
   property and more specifically, the lender presented absolutely
   no evidence indicating that the property may be declining in
   value.

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


TERRESTAR NETWORKS: Leaves $33MM for Eventual Distribution
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TerreStar Networks Inc., having sold the business to
Dish Network Corp. for $1.375 billion, said in a court papers that
$33 million should be left over for eventual distribution to
unsecured creditors, assuming the company is correct with regard
to interest owing to secured noteholders.

According to Mr. Rochelle, the disclosure was made in an Oct. 19
motion for an extension of the exclusive right to propose a
Chapter 11 plan until Dec. 20. The hearing to consider the
exclusivity motion is set for Nov. 16.

TerreStar, the report relates, explains how it received $1.345
billion at completion of the sale to Dish in August.  From two
court authorized distributions, financing for the Chapter 11 case
was paid off in full. In addition, TerreStar believes it paid all
the principal owing to secured noteholders.

Mr. Rochelle discloses that TerreStar calculates that from the
$155 million remaining from the Dish sale, noteholders are owed
$120 million in interest.  The papers cite how the noteholders
contend they are owed additional amounts for compounded interest
and interest at the default rate.  Assuming no additional interest
is found owing by the court, TerreStar believes $33 million is
left, after paying expenses of the Chapter 11 effort through the
end of 2011.

TerreStar said it's "optimistic" there will be a settlement,
opening the door to a consensual plan allowing distribution to
unsecured creditors.

The creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

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

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TERRESTAR NETWORKS: Wants Plan Exclusivity Extended Until Dec. 20
-----------------------------------------------------------------
BankruptcyData.com reports that TerreStar Networks filed with the
U.S. Bankruptcy Court a motion a motion to extend the exclusive
period during which Company can file a Chapter 11 plan and solicit
acceptances thereof through and including Dec. 20, 2011, and
Feb. 17, 2012, respectively.

The Court signed a bridge order extending the exclusive periods
through Nov. 16, 2011, the date on which the Court will consider
the motion.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

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

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TURKPOWER CORP: Incurs $1.6 Million Net Loss in Aug. 31 Quarter
---------------------------------------------------------------
Turkpower Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.60 million on $8,223 of revenue for the three months ended
Aug. 31, 2011, compared with a net loss of $429,312 on $25,922 of
revenue for the same period during the prior year.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $10.09
million in total assets, $3.71 million in total liabilities and
$6.37 million in total stockholders' equity.

MaloneBailey LLP, in Houston, Texas, noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2011, which raises 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/DnNCW1

                    About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.


UNI-PIXEL INC: Joins Flat Panel Display Conference in Japan
-----------------------------------------------------------
UniPixel, Inc., will showcase its breakthrough UniBoss Performance
Engineered Film technology and products at the Flat Panel Display
(FPD) Conference.  The conference will be held at Yokohama
Pacifico Convention Plaza in Japan from Oct. 26-28, 2011.

UniPixel invites attendees to stop by the company's booth #3503
from Oct. 26-28 to learn about its UniBoss flexible printed
electronic film technology and products, as well as participate in
a one-on-one meeting with executive management.  Management will
discuss the Company's major milestones and breakthroughs with its
performance engineered films, including its UniBoss "transparent
copper" touch panel sensors that offer exceptional performance
attributes and cost advantages over current indium tin oxide touch
panel sensor solutions.  The Company will also be showcasing its
Diamond Guard protective cover and cover glass replacement film.

UniBoss is a roll to roll conductive flexible printed electronics
process with a focus on embossing flexible, conductive micro-
circuits and optical microstructures.  With UniBoss, UniPixel is
targeting touch sensor and RF antenna applications.  UniBoss can
emboss patterned conductive traces on plastic and paper
substrates.  UniBoss is capable of applying conductive circuits on
one or both sides of a single pet film substrate.  In addition to
conductive film, UniPixel produces protective cover films, cover
glass replacement solutions and optical films for the display,
lighting and communications market segments.

To schedule a one-on-one meeting with UniPixel management, please
send an email to Carol Neugebauer at cneugebauer@unipixel.com or
click on Request a Meeting.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $10.93
million in total assets, $64,742 in total liabilities and $10.86
million total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNISYS CORP: Reports $83.7 Million Net Income in 3rd Quarter
------------------------------------------------------------
Unisys Corporation reported net income of $83.70 million on $1.02
billion of revenue for the three months ended Sept. 30, 2011,
compared with net income of $29.20 million on $960.60 million of
revenue for the same period during the prior year.

The Company also reported net income of $42.30 million on $2.86
billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $140.20 million on $2.97 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.56
billion in total assets, $3.16 billion in total liabilities and a
$594.50 million total stockholders' deficit.

"This was a strong quarter for Unisys," said Unisys Chairman and
CEO Ed Coleman.  "Building on our foundational work to strengthen
our competitive and financial position, we grew both total revenue
and services revenue and tripled our earnings per share from
continuing operations.  Strong ClearPath sales, continued
growth in our non-U.S. Federal IT outsourcing business, and higher
sales of industry solutions within our system integration business
more than offset a decline in our U.S. Federal business where
market conditions remain challenging."

"We remain focused on achieving our strategic financial goals,
delivering innovative products and solutions, and providing
consistently high levels of service quality to our customers,"
Coleman said.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/V8SVAF

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


USA AUTO: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: USA Auto Body Inc.
        1153 S. 15th  Street
        Philadelphia, PA 19146

Bankruptcy Case No.: 11-18161

Chapter 11 Petition Date: October 20, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Cornell Moore, Esq.
                  LAW OFFICE OF CORNELL MOORE
                  1420 Walnut Street, Suite 1010
                  Philadelphia, PA 19102
                  Tel: (267) 230-4207
                  E-mail: nellymo1952@yahoo.com

Scheduled Assets: $107,350

Scheduled Debts: $257,687

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/paeb11-18161.pdf

The petition was signed by Huy Nguyen, president.


VIRGIN OFFSHORE: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Virgin Offshore USA, Inc., has filed with the U.S. Bankruptcy
Court for the Eastern District of Louisiana a list of its 20
largest unsecured creditors.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                                             Claim Amount
  ------                                             ------------
Helis Oil & Gas Company, LLC
228 St. Charles Ave.
Suite 912
New Orleans, LA 70130                               $1,680,576.06

Baker Hughes Business
Support Service
P.O. Box 200415
Houston, TX 77216                                     $564,019.17

Helmer Directional Drilling, Inc.
P.O. Box 1670
Gretna, LA 70053                                      $376,286.46

Pathfinder Energy Services                            $300,000.00

RLI Insurance Company                                 $225,000.00

Fairfield Industries, Inc.                            $181,400.00

US Liquids of LA                                      $159,045.75

Ranger Specialty Supply & Control Systems             $150,916.14

Offshore Marine Contractors, Inc.                     $142,575.00

Crosby Tugs, LLC                                      $138,000.00

T.K. Stanley, Inc.                                    $132,500.00

Global Vessel & Tank                                  $130,051.31

Black Warrior Wireline Corp.                          $109,927.37

Exxon Mobil Corporation                               $107,351.07

Fab-Con, Inc.                                          $92,309.75

IOS, Inc.                                              $84,498.40

CCS Midstream Services, LLC                            $80,506.00

Gulf Offshore Logistics                                $78,625.00

Patterson Rental Tools                                 $75,660.00

PetroQuest Energy, Inc.                                $67,145.07

                      About Virgin Offshore

Virgin Offshore USA, Inc., based in New Orleans, Louisiana,
produces oil and gas.  Creditors Dynamic Energy Services LLC,
Precision Drilling Company, LP, and Tanner Services LLC, owed
$1,895,824 in the aggregate, commenced an involuntary Chapter 11
bankruptcy proceeding against Virgin Offshore USA (Bankr. E.D. La.
Case No. 11-13028) on Sept. 16, 2011.  The petitioning creditors
are represented by Michael A. Crawford, Esq., at Taylor Porter
Brooks & Phillips LLP, H. Kent Aguillard, Esq., at Young, Hoychick
and Aguillard; and Jacque B. Pucheu, Jr., Esq., at Pucheu, Pucheu
& Robinson, LLP.

An affiliate of Virgin Offshore USA, Virgin Oil Company Inc.,
filed a Chapter 11 petition (Bankr. E.D. La. Case No. 09-11899) on
June 25, 2009.

The involuntary Chapter 11 bankruptcy petition against Virgin
Offshore USA, Inc., has been transferred to Judge Elizabeth W.
Magner.  The case was first given to Judge Jerry A. Brown.


VITRO SAB: BofA Leasing Unit Allowed to Keep $2.4MM Deposit
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. subsidiaries of Vitro SAB lost their bid to
wrest a $2.4 million security deposit away from Banc of America
Leasing & Capital LLC, an equipment lessor.

Mr. Rochelle relates that the Bank of America Corp. unit initially
opposed the Vitro units' plans to sell their assets.  To assure
the bank of the buyer's ability to pay the leases, Vitro agreed to
put $2.4 million on deposit.

According to the report, after completion of the sale, Vitro went
to bankruptcy court in Dallas, saying the arrangement was
predicated on the notion that the bank would release the $2.4
million when it became comfortable with the buyer's financial
condition.  When the bank said it wasn't satisfied, Vitro asked
the bankruptcy judge to order the money released.

Mr. Rochelle discloses that U.S. Bankruptcy Judge Harlin Hale
handed down a two-page ruling last week concluding that the
dispute was controlled by a written agreement contained in the
sale-approval order, not by what lawyers said at the approval
hearing.  Judge Hale pointed to language in the order and refused
to release the $2.4 million.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.
10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-
47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-
47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-
47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-
47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
$55 million.


VITRO SAB: U.S. Debtors Have Corporate Name Changes
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
amended the case caption reflecting corporate name changes of
certain Debtors in the Chapter 11 cases of Vitro Asset Corp., et
al.

The Court directed that the caption of these cases be changed, in
accordance with the corporate name change of (i) Vitro America,
LLC to Mukki LLC; (ii) Super Sky Products, Inc. to Tayo Inc.; and
(iii) Super Sky International, Inc. to BarleySammy Inc.

As reported in the Troubled Company Reporter on Sept. 6, 2011,
pursuant to Article 8.4 of the Asset Purchase Agreement, between
the Debtors and American Glass Enterprises LLC, the Debtors were
required to change the names of Debtors Vitro America, Super Sky
Products, and Super Sky International.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


VITRO SAB: Congressmen Seek Mexico's Intervention in Restructuring
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that two Congressmen
from opposite sides of the aisle are calling on the Mexican
government to take action in Vitro S.A.B.'s restructuring, which
they say could set a "dangerous precedent" that will hurt
investors in the Mexican glass company and future cross-border
investment.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


WACO TOWN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Waco Town Square Partners, L.P.
        dba Austin Avenue Flats
        13131 Dairy Ashford, Suite 175
        Sugar Land, TX 77478

Bankruptcy Case No.: 11-38928

Chapter 11 Petition Date: October 21, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

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

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

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

The petition was signed by David Wallace, manager and secretary.

Affiliate that filed separate Chapter 11 petition:

                                                   Petition
   Debtor                                Case No.     Date
   ------                                --------     ----
SWB Waco SH, L.P. (closed 6/29/11)       10-38001   09/07/10
Debtor: Waco Town Square Partners II, LP 11-38929   10/21/11
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000


WAINWRIGHT BUILDING: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Wainwright Building, LLC
        dba Wainwright Co, LLC
        229 West Bute Street
        Norfolk, VA 23510

Bankruptcy Case No.: 11-74703

Chapter 11 Petition Date: October 21, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: John D. McIntyre, Esq.
                  WILSON & MCINTYRE, PLLC
                  500 East Main Street, Suite 920
                  Norfolk, VA 23510
                  Tel: (757) 961-3900
                  E-mail: jmcintyre@wmlawgroup.com

Scheduled Assets: $4,332,600

Scheduled Debts: $23,229,072

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-74703.pdf

The petition was signed by Eric Menden, manager.


WASHINGTON MUTUAL: Suit in Seattle Certified as Class Action
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that purchasers of mortgage-backed securities originated
by affiliates of Washington Mutual Inc. were authorized by a U.S.
District Judge in Seattle to represent everyone who purchased
13 tranches of the securities. In the same ruling, parts of the
suit alleging fraud on 110 other tranches were dismissed because
the plaintiffs had purchased none of them.

The suit, now proceeding as a class-action as to the 13 tranches,
began in January 2009.  It is proceeding against non-bankruptcy
subsidiaries of WaMu as well as officers and directors.

The lawsuit is Boilermakers National Annuity Trust Fund v.
Washington Mutual Asset Acceptance Corp., 09-37, U.S. District
Court, Western District of Washington (Seattle).

                      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.

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.


WINTHROP HOTEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Winthrop Hotel, LLC
        820 A Street, Suite 300
        Tacoma, WA 98402

Bankruptcy Case No.: 11-48270

Chapter 11 Petition Date: October 20, 2011

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

Judge: Paul B. Snyder

Debtor's Counsel: Brett L. Wittner, Esq.
                  KENT & WITTNER PS
                  4301 S Pine Ste 629
                  Tacoma, WA 98409
                  Tel: (253) 473-7200
                  E-mail: brettlwittner@kentwittnerlaw.com

Scheduled Assets: $8,029,290

Scheduled Debts: $6,161,892

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-48270.pdf

The petition was signed by Thomas W. Price, member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Queen High Full House, LLC             10-46612   08/12/2010
CDC Properties I, LLC                  11-41010   02/10/2011
CDC Properties II, LLC                 11-44554   06/02/2011
P&M Spokane Properties, LLC            11-00243   01/20/2011
Hyun J. Um                             10-46731   08/17/2010
Thomas W. Price                        10-46732   08/17/2010
Prium Whitecenter Building, LLC        11-22023   10/13/2011


XODTEC LED: Incurs $640,000 Net Loss in Aug. 31 Quarter
-------------------------------------------------------
Xodtec Led, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $640,612 on $168,107 of net sales for the three months ended
Aug. 31, 2011, compared with a net loss of $212,144 on $244,653 of
net sales for the same period during the prior year.

The Company also reported a net loss of $1.06 million on $395,815
of net sales for the six months ended Aug. 31, 2011, compared with
a net loss of $211,374 on $488,438 of net sales for the same
period during the prior year.

The Company reported a net loss of $1.59 million on $1.03 million
of revenue for the year ended Feb. 28, 2011, compared with a net
loss of $2.23 million on $991,645 of revenue during the prior
year.

The Company's balance sheet at Aug. 31, 2011, showed $1.21 million
in total assets, $2.03 million in total liabilities and a $814,351
total stockholders' deficit.

As reported by the TCR on June 20, 2011, Simon & Edward, LLP, in
City of Industry, California, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the results for the year ended Feb. 28, 2011.  The independent
auditors noted that the Company has incurred significant operating
losses, has serious liquidity concerns and may require additional
financing in the foreseeable future.

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

                        http://is.gd/SaDFBK

                         About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.


ZOO ENTERTAINMENT: Continues to Engage in Discussions with Panta
----------------------------------------------------------------
Zoo Publishing received a letter from Panta pursuant to which
Panta informed the Company that all of its obligations under a
Factoring Agreement have been accelerated and, consequently, all
those obligations are immediately due and payable.  Panta's
Oct. 18, 2011, letter also states that those obligations are
accruing interest.  As of Oct. 24, 2011, the amount of the direct
financial obligations under the Factoring Agreement are
approximately $1,025,000.

Zoo Publishing continues to engage in discussions with Panta
regarding the possibility of amending the current terms of the
Factoring Agreement and/or obtaining a waiver or forbearance,
although Zoo Publishing can provide no assurances in this regard.

                     About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company's balance sheet at June 30, 2011, showed $8.8 million
in total assets, $14.0 million in total liabilities, and a
stockholders' deficit of $5.2 million.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


* Sen. Corker Readies Bankruptcy Alternative to Dodd-Frank
----------------------------------------------------------
American Bankruptcy Institute reports that Sen. Bob Corker (R-
Tenn.), who led a Senate fight for a bankruptcy alternative to the
Dodd-Frank Act's process for winding down failing financial
conglomerates, is making another try, arguing that an "enhanced
bankruptcy" approach is the only way to prevent future Wall Street
bailouts.


* Double-Dip Recession Likely in Advanced Economies, Roubini Says
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Nouriel Roubini,
the economist best known for predicting the global credit crash,
said the advanced world is sliding toward another recession and
Europe could experience a series of sovereign defaults triggering
market disruption on a scale witnessed after the crash of Lehman
Brothers Holdings Inc. in 2008.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Alfonso Mendez
   Bankr. C.D. Calif. Case No. 11-14850
      Chapter 11 Petition filed October 18, 2011

In Re Florence Woolbright
   Bankr. C.D. Calif. Case No. 11-24465
      Chapter 11 Petition filed October 18, 2011

In Re Jack Naiman
   Bankr. C.D. Calif. Case No. 11-53396
      Chapter 11 Petition filed October 18, 2011

In Re Rumio Sato
   Bankr. C.D. Calif. Case No. 11-22220
      Chapter 11 Petition filed October 18, 2011

In Re Alfred Iyasere
   Bankr. E.D. Calif. Case No. 11-44797
      Chapter 11 Petition filed October 18, 2011

In Re Joe Crowder
   Bankr. S.D. Calif. Case No. 11-17103
      Chapter 11 Petition filed October 18, 2011

In Re Paul Sorbo
      Lisa Sorbo
   Bankr. D. Colo. Case No. 11-34548
      Chapter 11 Petition filed October 18, 2011

In Re Adriana Baskin
   Bankr. D. Nev. Case No. 11-53226
      Chapter 11 Petition filed October 18, 2011

In Re Alan Richards
   Bankr. D. Nev. Case No. 11-26344
      Chapter 11 Petition filed October 18, 2011

In Re Kenneth Ellman
   Bankr. D. N.J. Case No. 11-40207
      Chapter 11 Petition filed October 18, 2011

In Re Amarach LLC
   Bankr. S.D.N.Y. Case No. 11-14848
      Chapter 11 Petition filed October 18, 2011
         See http://bankrupt.com/misc/nysb11-14848.pdf
         represented by: Kevin J. Nash, Esq.
                         Goldberg Weprin Finkel Goldstein LLP
                         E-mail: KNash@gwfglaw.com
In Re Marc Kozinn
   Bankr. W.D. N.Y. Case No. 11-13654
      Chapter 11 Petition filed October 18, 2011

In Re Belinda Cook
   Bankr. C.D. Calif. Case No. 11-24509
      Chapter 11 Petition filed October 19, 2011

In Re Steve Scott
   Bankr. N.D. Calif. Case No. 11-59708
      Chapter 11 Petition filed October 19, 2011

In Re Danny Berardi
   Bankr. N.D. Ill. Case No. 11-42366
      Chapter 11 Petition filed October 19, 2011

In Re Paul Keebler
   Bankr. N.D. Ind. Case No. 11-13913
      Chapter 11 Petition filed October 19, 2011

In Re Apnaghar, LLC
   Bankr. D. Md. Case No. 11-30786
      Chapter 11 Petition filed October 19, 2011
         See http://bankrupt.com/misc/mdb11-30786p.pdf
         See  http://bankrupt.com/misc/mdb11-30786c.pdf
         represented by: Jonathan C. Silverman, Esq.
                         E-mail: jonathan.c.silverman@gmail.com

In Re CDL Arena, LLC
   Bankr. D. Mass. Case No. 11-19871
      Chapter 11 Petition filed October 19, 2011
         See http://bankrupt.com/misc/mab11-19871p.pdf
         See  http://bankrupt.com/misc/mab11-19871c.pdf
         represented by: William A. Ponds, Esq.
                         William A. Ponds, Attorney at Law
                         E-mail: william@pondslawoffice.com

In Re David Ferrick
   Bankr. D. Mass. Case No. 11-19860
      Chapter 11 Petition filed October 19, 2011

In Re Maria Elena
   Bankr. D. Mass. Case No. 11-19858
      Chapter 11 Petition filed October 19, 2011

In Re Martie Hambelton
   Bankr. W.D. Mo. Case No. 11-62252
      Chapter 11 Petition filed October 19, 2011

In Re Jim Hesterlee
   Bankr. D. Nev. Case No. 11-53238
      Chapter 11 Petition filed October 19, 2011

In Re Gregg Lubonty
   Bankr. E.D.N.Y. Case No. 11-77413
      Chapter 11 Petition filed October 19, 2011

In Re Stephen White
   Bankr. E.D. N.C. Case No. 11-07991
      Chapter 11 Petition filed October 19, 2011

In Re Neil Dressler
   Bankr. M.D. Tenn. Case No. 11-10466
      Chapter 11 Petition filed October 19, 2011

In Re Charles Kendall
   Bankr. D. Ariz. Case No. 11-29515
      Chapter 11 Petition filed October 20, 2011

In Re Dennis Ceizyk
   Bankr. D. Ariz. Case No. 11-29523
      Chapter 11 Petition filed October 20, 2011

In Re Berkshire Investment Grp LLC
   Bankr. C.D. Calif. Case No. 11-53763
      Chapter 11 Petition filed October 20, 2011
         See http://bankrupt.com/misc/cacb11-53763.pdf
         represented by: James L. Tenner, Esq.

In Re Marshall Sanders
   Bankr. C.D. Calif. Case No. 11-24594
      Chapter 11 Petition filed October 20, 2011

In Re Oded Miodovsky
   Bankr. C.D. Calif. Case No. 11-53864
      Chapter 11 Petition filed October 20, 2011

In Re Mario Mendoza
   Bankr. S.D. Calif. Case No. 11-17229
      Chapter 11 Petition filed October 20, 2011

In Re Musso Family Trust Dated January 18, 1995
   Bankr. D. Colo. Case No. 11-34768
      Chapter 11 Petition filed October 20, 2011
         See http://bankrupt.com/misc/cob11-34768.pdf
         represented by: Daniel K. Usiak, Jr., Esq.
                         E-mail: daniel@usiaklaw.com

In Re Carrollwood Color Concepts and Printing, Inc.
        dba Carrollwood Copy Center
   Bankr. M.D. Fla. Case No. 11-19575
      Chapter 11 Petition filed October 20, 2011
         See http://bankrupt.com/misc/flmb11-19575.pdf
         represented by: David W. Steen, Esq.
                         David W Steen, P.A.
                         E-mail: dwsteen@dsteenpa.com
In Re Scott Wendler
   Bankr. M.D. Fla. Case No. 11-07687
      Chapter 11 Petition filed October 20, 2011

In Re Lee Alexander
   Bankr. D. Md. Case No. 11-30827
      Chapter 11 Petition filed October 20, 2011

In Re Norma Clemons
   Bankr. M.D. Tenn. Case No. 11-10529
      Chapter 11 Petition filed October 20, 2011

In Re Gregory Funk
   Bankr. S.D. Ala. Case No. 11-04344
      Chapter 11 Petition filed October 21, 2011

In Re Gregory Roberds
   Bankr. D. Ariz. Case No. 11-29611
      Chapter 11 Petition filed October 21, 2011

In Re Isidro Molina
   Bankr. C.D. Calif. Case No. 11-53892
      Chapter 11 Petition filed October 21, 2011

In Re Kevin Nguyen
   Bankr. N.D. Calif. Case No. 11-59783
      Chapter 11 Petition filed October 21, 2011

In Re Leo Hsiao
   Bankr. N.D. Calif. Case No. 11-33810
      Chapter 11 Petition filed October 21, 2011

In Re Panfilo Flores
   Bankr. N.D. Calif. Case No. 11-33806
      Chapter 11 Petition filed October 21, 2011

In Re Tracey Moody
   Bankr. N.D. Calif. Case No. 11-13849
      Chapter 11 Petition filed October 21, 2011

In Re Ralph Deluco
   Bankr. D. Conn. Case No. 11-23070
      Chapter 11 Petition filed October 21, 2011

In Re Sunil Abhyankar
   Bankr. M.D. Fla. Case No. 11-19590
      Chapter 11 Petition filed October 21, 2011

In Re Russell Publications, Inc.
   Bankr. N.D. Ill. Case No. 11-42791
      Chapter 11 Petition filed October 21, 2011
         See http://bankrupt.com/misc/ilnb11-42791.pdf
         represented by: David P. Lloyd, Esq.
                         Grochocinski, Grochocinski & Lloyd
                         E-mail: dlloyd@ggl-law.com
In Re Gary Wright
   Bankr. E.D. Ky. Case No. 11-10466
      Chapter 11 Petition filed October 21, 2011

In Re Kevin Reeder
   Bankr. E.D. Ky. Case No. 11-61406
      Chapter 11 Petition filed October 21, 2011

In Re Elmore Simmons
   Bankr. D. Mass. Case No. 11-19954
      Chapter 11 Petition filed October 21, 2011

In Re Renee Poole
   Bankr. D. Nev. Case No. 11-26628
      Chapter 11 Petition filed October 21, 2011

In Re Nicholas Lester
   Bankr. D. N.M. Case No. 11-14602
      Chapter 11 Petition filed October 21, 2011

In Re Daniel Pompa
   Bankr. W.D. Pa. Case No. 11-71103
      Chapter 11 Petition filed October 21, 2011

In Re Ellen ODay
   Bankr. W.D. Pa. Case No. 11-11688
      Chapter 11 Petition filed October 21, 2011

In Re Robert William Fornalczyk
   Bankr. W.D. Pa. Case No. 11-26513
      Chapter 11 Petition filed October 21, 2011

In Re Bernardo Vega
   Bankr. D. Puerto Rico Case No. 11-09048
      Chapter 11 Petition filed October 21, 2011

In Re James Kemp
   Bankr. N.D. Texas Case No. 11-45916
      Chapter 11 Petition filed October 21, 2011

In Re David Force
   Bankr. W.D. Wash. Case No. 11-22301
      Chapter 11 Petition filed October 21, 2011

In Re Pure Country Estates, LLC
   Bankr. W.D. La. Case No. 11-81448
      Chapter 11 Petition filed October 22, 2011
         See http://bankrupt.com/misc/lawb11-81448.pdf
         represented by: Thomas R. Willson, Esq.
                         E-mail: rocky@rockywillsonlaw.com



                           *********

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 ***