TCR_Public/111107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 7, 2011, Vol. 15, No. 309

                            Headlines

216 WEST: Case Summary & 13 Largest Unsecured Creditors
553 WEST: Case Summary & 6 Largest Unsecured Creditors
697 MILL: Voluntary Chapter 11 Case Summary
725 HIGH: Case Summary & 9 Largest Unsecured Creditors
785 PARTNERS: Lender Seeks Competing Plan for Condo Owner

ALKANE INC: Voluntary Chapter 11 Case Summary
AMACORE GROUP: Remains Defendant in "McDonald" Litigation
AMERICAN AXLE: Files Prospectus for Sale of $200MM of Securities
AMERICAN LAND: Case Summary & 3 Largest Unsecured Creditors
AMERICA WEST: Has New Accountant After Going Concern Doubt Issued

ARMSTRONG WORLD: S&P Affirms 'BB-', Hikes Outlook to 'Stable'
AVAGO TECHNOLOGIES: S&P Raises Corp. Credit Rating From 'BB+'
B&G FOODS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
BAOSHINN CORP: Year-End 2010 Financial Statements Revised
BEULAH LAND: Case Summary & 2 Largest Unsecured Creditors

BERNARD L. MADOFF: BNP Paribas Unit Sued by Trustee for $975MM
BLOSSMAN BANCSHARES: Judge Approves Plan to Sell Bank Unit
BLOSSMAN BANCSHARES: Case Summary & 7 Largest Unsecured Creditors
BLUEKNIGHT ENERGY: Rights Delisted from NASDAQ
BOYD GAMING: Fitch Cuts Sr. Subordinated Notes Rating to 'CC'

CABLEVISION SYSTEMS: S&P Keeps 'BB' Rating on New Senior Notes
CALIFORNIA STATEWIDE: S&P Amends Rating on Bonds to 'BB (sf)'
CARESTREAM HEALTH: Bank Debt Trades at 11% Off in Secondary Market
CARIBE MEDIA: Wins Confirmation of Chapter 11 Plan
CENTURY PLAZA: May Sell Property Once Leased by Burlington Coat

CHINA CABLECOM: Restates 2010 Report to Deconsolidate "VIEs"
CHRISTIAN BROTHERS: Taps Four Seasons to Market, Sells Former Base
CHUKCHANSI ECONOMIC: S&P Withdraws 'B-' Issuer Credit Rating
CITY OF HOUSTION: Fitch Lifts Rating on Revenue Bonds to 'B'
CLEAR CHANNEL: Incurs $74 Million Net Loss in Third Quarter

CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
COASTAL PACIFIC: Restructures Majority of Debt
CONOLOG CORP: Delays Filing of July 31 Annual Report
CYBEX INTERNATIONAL: Posts $278,000 Net Loss in Sept. 24 Quarter
DANDY FAMILY: Bankruptcy Delays City's Bid to Acquire Building

DELTA AIR: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
DHILON INC: Voluntary Chapter 11 Case Summary
DIPPIN' DOTS: In Ch.11 to Avoid Foreclosure; Seeks Cash Use
DIVERSIFIED MACHINE: S&P Assigns 'B' Corporate Credit Rating
DOT VN: Co-Founder Lee Johnson Honored by Vietnamese MIC

DUNE ENERGY: Incurs $10.2 Million Net Loss in Third Quarter
DYNAVAX TECHNOLOGIES: Posts $15.2-Mil. 3rd Quarter Net Loss
DYNEGY INC: Cancels $1.25BB Exchange Offer Due to Tepid Interest
EASTMAN KODAK: Fitch Withdraws 'C' Senior Unsecured Debt Rating
EL TORO: Case Summary & 20 Largest Unsecured Creditors

ENEA SQUARE: Can Use NUCP Cash Collateral to Pay November Expenses
ENER1 INC: Melissa Debes Resigns as CAO and EnerDel CFO
ENERGY AND POWER: Files Schedules of Assets and Liabilities
FAMILY TIES: Voluntary Chapter 11 Case Summary
FNB UNITED: DBD Cayman Discloses 23.3% Equity Stake

FNB UNITED: OHCP MGP Discloses 23.3% Equity Stake
GARY-WILLIAMS ENERGY: S&P Puts 'B' CCR on Watch Positive
GAYLORD ENTERTAINMENT: S&P Raises Corp. Credit Rating to 'B+'
GENERAL MOTORS: No Hearing Set on $2.7BB Hedge Fund Claims
GENTIVA HEALTH: Seeks Waiver of Compliance With Fin'l Covenants

GENTIVA HEALTH: S&P Cuts Corporate to 'B-'; Default Looms in Q4
GGIS INSURANCE: Case Summary & 13 Largest Unsecured Creditors
GMF ENTERPRISE: Case Summary & Largest Unsecured Creditor
GRADY SMOAK: Case Summary & 3 Largest Unsecured Creditors
GRAND OAKS: Case Summary & 2 Largest Unsecured Creditors

GREAT ATLANTIC: Proposes Exit Financing From Yucaipa, et al.
HARRISBURG, PA: Has Green Light to Pay Insurance, Vendors & Wages
HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
HI-GRADE MEATS: Voluntary Chapter 11 Case Summary

HONDO MINERALS: KWCO PC Raises Going Concern Doubt
HORIZON LINES: Seeks OK to Issue Warrants in Lieu of Cash
HOVNANIAN ENTERPRISES: Raised by S&P to 'CCC-' from 'SD'
IGLESIA APOSTOLICA: Voluntary Chapter 11 Case Summary
IMPERIAL CAPITAL: Files Chapter 11 Plan of Reorganization

INPHASE TECHNOLOGIES: Lender Acadia Wants to Proceed With IP Sale
INPHASE TECH: No Status Conference But Court Wants Case Report
INT'L RARITIES: Judge Kressel Junks US Trustee's Plan to Stop Case
INVESTORS LENDING: U.S. Trustee Forms 7-Member Creditors Committee
IRVINE SENSORS: John Stuart Resigns as Chief Financial Officer

JAMESON INN: JER Partners Fights Liability in Bankruptcies
KINGSBURY CORP: Court OKs Donnelly Penman as Investment Banker
LAS VEGAS RUSSELL: Has Until January 18 to File Chapter 11 Plan
LEED CORP: Stipulates With GMAC to Modify 2nd Amended Plan
LEED CORP: Confirmation Hearing Continued to Nov. 9

LEHMAN BROTHERS: Wins Nod to Assume Agreement With Ritz-Carlton
LEHMAN BROTHERS: Taiwan Bank to Assign Interest in $25MM Loan
LEVEL 3: Tranche B II Term Loan Matures on Sept. 1, 2018
LIBERATOR INC: Extends Closing of WMI Sale to Nov. 11
LOCAL INSIGHT: Wins Confirmation of Chapter 11 Plan

LORAUX ENTERPRISES: Ignored Bank's Receivership & Foreclosure Suit
LYRIC OPERA: Cancels Remaining Productions for Season
M&M STONE: Has Access to Univest's Cash Collateral Until Nov. 14
MACHER PROPERTIES: Voluntary Chapter 11 Case Summary
MADISON 92ND: Can Use GE Capital Cash Collateral Through Nov. 15

MADJAM INC: Voluntary Chapter 11 Case Summary
MAPEHO INC: Case Summary & 3 Largest Unsecured Creditors
MAQ MANAGEMENT: Can Use Wauchula State Bank's Cash Collateral
MCPHEE PROPERTIES: Case Summary & Largest Unsecured Creditor
MF GLOBAL: $659MM Client Money With JPMorgan; $593MM Still Missing

MF GLOBAL: CFTC Chairman Distances Self From Probe
MF GLOBAL: Wins Dec. 14 Extension of Schedules Deadline
MF GLOBAL: Dist. Court Approves MFGI's SIPA Liquidation
MF GLOBAL: NYSE Suspends Trading Of Mf Global Common Stock
MF GLOBAL: Implosion Highlights Regulatory Gapas, NGI Says

MF GLOBAL: Meeting to Form Creditors Committee Today
MF GLOBAL: ICE Clearing Updates on Default Management Activities
MF GLOBAL: New York Portfolio Completes Customer Accounts Transfer
MICHAEL AZIZ: Case Summary & 6 Largest Unsecured Creditors
MICROVISION INC: Posts $7.8 Million Net Loss in Third Quarter

MID CITY BANK: Closed; Purdum State Bank Assumes All Deposits
MIHIR HOSPITALITY: Voluntary Chapter 11 Case Summary
MINE RECLAMATION: Voluntary Chapter 11 Case Summary
MORGAN & FINNEGAN: Locke Lord to Accept $1.3MM Reduced Claim
MPG OFFICE: Charter Hall to Transfer 80% Interest in JV to Beacon

MPG OFFICE: Reports $30.4 Million Net Income in Third Quarter
NEONODE INC: Posts $1.9 Million Net Loss in Third Quarter
NEUROLOGIX INC: Needs to Obtain Financing to Continue Operations
NEUSTAR INC: S&P Assigns 'BB' Corporate Credit Rating
NIGEL INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors

NNN 2400: Court Has Until Dec. 22 to Refinance MLMT 2005's Loan
NON-INVASIVE MONITORING: Incurs $1.4-Mil. Net Loss in Fiscal 2011
NORTHCORE TECHNOLOGIES: Forms Northcore Labs Division
NORTHSTAR HOMES: Case Summary & 20 Largest Unsecured Creditors
NTELOS HOLDINGS: S&P Retains 'BB-' Corporate Credit Rating

NUMOBILE INC: Suspending Filing of Reports with SEC
O&G LEASING: Court Authorizes First Security to Auction Assets
OPTIMUMBANK HOLDINGS: Completes $8.3-Mil. Common Shares Offering
ORION BEACH: Case Summary & 19 Largest Unsecured Creditors
PACIFIC ETHANOL: Retires Convertible Debts Ahead of Schedule

PACIFIC RUBIALES: Fitch Lifts Issuer Default Ratings to 'BB'
PACIRA PHARMACEUTICALS: Posts $9.5-Mil. Net Loss in 3rd Quarter
PALM HARBOR: Now Named PHH Liquidation to Recognize Sale of Asset
PALMETTO L & D: Case Summary & 2 Largest Unsecured Creditors
PETCO ANIMAL: S&P Affirms 'B' Corporate Credit Rating

PHARMOS CORP: Posts $446,000 Net Loss in Third Quarter
PINE CONE: Case Summary & 5 Largest Unsecured Creditors
POINT BLANK: Court Approves Asset Sale; Body Armor Is Backup
PONIARD PHARMACEUTICALS: Posts $3.8-Mil. Net Loss in 3rd Quarter
PRECISION PARTS: Chapter 11 Reorganization Plan Confirmed

QR PROPERTIES: Confirmation Hearing Deferred Pending Sale
QUALTEQ INC: Secures Final $4.5 Million Loan Approval
QUALTEQ INC: Court OKs Goldstein & McClintock as Lead Counsel
QUALTEQ INC: Committee Retains Eisneramper LLP as Accountants
QUALTEQ INC: Committee to Retain Lowenstein Sandler as Counsel

QUANTUM FUEL: Stockholders OK 2011 Stock Incentive Plan
REALOGY CORP: Bank Debt Trades at 13% Off in Secondary Market
REB OF FLORIDA: Files, Together With Owner, for Bankruptcy
REB OF FLORIDA: Case Summary & 20 Largest Unsecured Creditors
REGIONS FINANCIAL: Fitch Affirms 'BB+' Subordinated Debt Rating

RENO QUALITY: Case Summary & 20 Largest Unsecured Creditors
RIVER ROCK: S&P Lowers Rating on $200-Mil. Senior Notes to 'D'
ROCK & REPUBLIC: VF Sues Ball for Infringing Marks
RUDEN MCCLOSKY: Law Firm Files Ch. 11 for Sale to Greenspoon
RUDEN MCCLOSKY: Case Summary & 20 Largest Unsecured Creditors

SALLY HOLDINGS: S&P Raises Corporate Credit Rating to 'BB+'
SALLY HOLDINGS: S&P Keeps 'BB+' Rating on $750-Mil. Sr. Notes
SB PARTNERS: To Effect a 1-for-20 Reverse Split
SCOTT'S ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
SCORPIO DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors

SE OPPORTUNITY: Case Summary & 3 Largest Unsecured Creditors
SEAT PAGINE: Seeks Restructuring Deal With Creditors, Shareholders
SHASTA LAKE: Stipulation Approved on Use of BoA Cash Collateral
SOLE LIDO: Case Summary & 3 Largest Unsecured Creditors
SOLYNDRA LLC: Says No Buyer as Yet Lined Up for Business

SONJA TREMONT-MORGAN: Hannibal Objects to Amended Plan
SOUTHCO INC: Case Summary & 20 Largest Unsecured Creditors
SPECTRAWATT INC: Sells Substantially All Assets for $5 Million
SPRING 59: Case Summary & 5 Largest Unsecured Creditors
SPRINGLEAF: Bank Debt Trades at 10% Off in Secondary Market

STARWOOD HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
STRATEGIC AMERICAN: Delays Filing of Annual Report on Form 10-K
SUGARLEAF TIMBER: Wants to Use Proceeds of Master Hunting Lease
SUGARLEAF TIMBER: Wants to Resolve Disputed Matters Via Mediation
SUNFIRST BANK: Closed; Cache Valley Bank Assumes All Deposits

SVIEW, LLC: Case Summary & 20 Largest Unsecured Creditors
TALCOTT NOTCH: Fitch Lowers Rating on $1.9-Mil. Notes to 'Dsf'
TRAVELPORT INC: Bank Debt Trades at 14% Off in Secondary Market
TRENT BOX: Case Summary & 20 Largest Unsecured Creditors
TXU CORP: Bank Debt Trades at 32% Off in Secondary Market

TXU CORP: Bank Debt Trades at 26% Off in Secondary Market
UNIFRAX HOLDING: S&P Affirms Corporate Credit Rating at 'B'
UNITED CONTINENTAL: Court Recloses Two UAL Chapter 11 Cases
UNITED CONTINENTAL: Contempt Motion vs. Pilots Deemed Withdrawn
UNITED CONTINENTAL: Has $773-Mil. Third Quarter Net Income

UNIVISION COMMS: Bank Debt Trades at 10% Off in Secondary Market
USG CORP: Files Form 10-Q; Incurs $115 Million Net Loss in Q3
UVRP LLC: Case Summary & 14 Largest Unsecured Creditors
VISHNU ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
VITRO SAB: Noteholders Oppose Plan, Submits Own Proposal

VITRO SAB: Creditors Escape Paying for Failed Involuntary
XODTEC LED: Amends Aug. 31 Quarterly Report to Correct Typo Errors

* 5th Circuit Panel Modifies Plan Mootness Opinion
* Changed Law Doesn't Permit Change in Chapter 13 Plan

* S&P Says U.S. Corporate Default Rate Expected to Rise Next Year
* Bloomberg Survey Finds U.S. Credit Ratings Will Fall in 2012

* 3 U.S. Corp Defaults Last Week Raise S&P Tally to 39
* Utah, Neb Banks Shuttered; Nation's Total This Year Now 87

* Heller Draper's Jan Hayden Joins Baker Donelson

* Alan Stout Appointed as Bankruptcy Judge for W.D. Kentucky

* BOND PRICING -- For Week From Oct. 31 to Nov. 4



                            *********



216 WEST: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 216 West 18 Owner LLC
        c/o Steven A. Carlson
        45 Adams Road
        Easton, CT 06612

Bankruptcy Case No.: 11-15110

Chapter 11 Petition Date: November 1, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Lloyd A. Palans, Esq.
                  BRYAN CAVE LLP
                  1290 Avenue of the Americas
                  New York, NY 10104
                  Tel: (212) 541-2087
                  Fax: (314) 552-8301
                  E-mail: lapalans@bryancave.com

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

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

The petition was signed by Steven A. Carlson, chief restructuring
officer.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
216 West 18 Mezz LLC                  11-15111
216 West 18 Holder LLC                11-15112

216 West 18 Owner's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wonder Works Construction Corp.    --                   $1,203,921
18 W. 21st Street, 4th Floor
New York, NY 10010

18th Street Owner LLC              --                     $338,154
505 Fifth Avenue
New York, NY 10017

Gibraltar Contracting Inc.         --                     $268,629
245 E. 137th Street
Bronx, NY 10451

Ramapo Lighting and Electric       --                     $187,650

Aura Electrical Supply Inc.        --                     $120,000

Eastern Air Inc.                   --                     $115,675

Rotavele Elevator Inc.             --                     $110,514

Perfect Z Construction Inc.        --                      $99,923

Grubb & Ellis New York, Inc.       --                      $70,996

Fidelity and Deposit Company of    --                      $38,651
Maryland

Galasso Trucking & Rigging, Inc.   --                      $17,789

Secure Door and Hardware Inc.      --                      $15,689

Envirospect Inc.                   --                       $6,262


553 WEST: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 553 West 174th St LLC
        450 Lexington Avenue
        P.O. Box 1753
        New York, NY 10017

Bankruptcy Case No.: 11-14968

Chapter 11 Petition Date: October 26, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Sean H. Lane

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $5,501,476

Scheduled Debts: $3,701,870

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-14968.pdf

The petition was signed by Jennifer Miller, as Trustee of White
Oak Profit Sharing Plan, general partner of SE Opportunity Fund,
LP, managing member.


697 MILL: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 697 Mill Creek Road Associates LLC
        697 Mill Creek Road, Suite14
        Manahawkin, NJ 08050

Bankruptcy Case No.: 11-41287

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: David G. Esposito, Esq.
                  LAW OFFICE OF DAVID G. ESPOSITO
                  697 Mill Creek Rd, Suite 2
                  Manahawkin, NJ 08050
                  Tel: (609) 489-0100
                  Fax: (609) 489-0015
                  E-mail: despositolaw@comcast.net

Scheduled Assets: $750,000

Scheduled Debts: $1,333,179

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

The petition was signed by Frank James Spaschak, managing member.


725 HIGH: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 725 High, LLC
        4006 Victory Blvd., Suite J-711
        Portsmouth, VA 23701-2844

Bankruptcy Case No.: 11-74773

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  580 E. Main St., Suite 300
                  P.O. Box 3127
                  Norfolk, VA 23514-3127
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: barnhart@rlglegal.com

Scheduled Assets: $3,096,864

Scheduled Debts: $9,715,961

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-74773.pdf

The petition was signed by E. Andrew McCullough.


785 PARTNERS: Lender Seeks Competing Plan for Condo Owner
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of the glass-clad condominium at
785 Eighth Ave. and 48th Street in Manhattan is becoming a
textbook example of a single-asset real estate case where the
lender is trying to take over and the owner is attempting to cram
down a plan on the lender.

According to the report, the owner filed the cram-down plan at the
end of October and arranged a Dec. 6 hearing for approval of the
explanatory disclosure statement.  The owner's plan would give
First Manhattan a five-year note for $73.9 million that would pay
interest only in the first year, with amortization on a 30-year
scheduled kicking in the second year. Unsecured creditors also
would be paid in full.

Mr. Rochelle relates that on Nov. 3 the lender First Manhattan
Developments REIT filed papers seeking permission to file its
own plan.  The First Manhattan motion is scheduled for hearing on
Nov. 17.  If the bankruptcy judge allows, First Manhattan would
file a plan where it takes ownership in exchange for the $103
million claim it filed.  Unsecured creditors would be paid in
full.  First Manhattan bought the mortgage from the original
lender in July, less than a week before the property owner filed a
bare-bones Chapter 11 petition.

Previously, First Manhattan sought permission to foreclose.  The
bankruptcy judge is allowing foreclose to go ahead up to the point
of sale, the lender said in its papers.

                      About 785 Partners LLC

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

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

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, N.Y., represents the Debtor as counsel.  In its
schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Weitzman Group Inc. serves as real estate and financial
consultant.


ALKANE INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Alkane, Inc.
        dba Monster Diesel
        fka Chanaral Resources
        fka North Star Diamonds
        fka Omic
        22813 Highway 71 West
        Spicewood, TX 78669

Bankruptcy Case No.: 11-12598

Chapter 11 Petition Date: October 26, 2011

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

Judge: H. Christopher Mott

Debtor's Counsel: Sidney L. Ravkind, Esq.
                  RAVKIND FIRM
                  12500 Melville Dr. B111
                  Montgomery, TX 77356
                  Tel: (936) 448-4585
                  Fax: (775) 269-3009
                  E-mail: sidravkind@aol.com

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

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 John Stanton, chief restructuring
officer.


AMACORE GROUP: Remains Defendant in "McDonald" Litigation
---------------------------------------------------------
The litigation asserted by plaintiff Caroline McDonald pending in
Superior Court of New Jersey, Union County, Case No. UNN-L-790-09
against The Amacore Group, Inc., and Jay Shafer, the Company's
chief executive officer; Clark Marcus, the Company's former chief
executive officer and Chairman of the Board of Directors; and
Jerry Katzman, the Company's former chief medical officer and
Director was recently settled as to the Insured Defendants.

On Oct. 28, 2011, the full settlement amount was paid to Plaintiff
by Amacore's insurer, XL Specialty Insurance Company on behalf of
the Insured Defendants.  In accordance with the settlement
agreement, the Plaintiff will dismiss the litigation with
prejudice as to the Insured Individuals.  The litigation remains
pending against the Company, only.

                     About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.

                          *     *     *

In its March 31, 2010 report, McGladrey & Pullen, LLP in Orlando,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern.  The auditor said the Company has
suffered recurring losses from operations and has not generated
sufficient cash flows from operations to meet its needs.

The Company's balance sheet at June 30, 2010, showed $8,595,986 in
total assets, $25,985,443 in total liabilities, and a $17,147,252
stockholders' deficit.

Amacore Group last filed financial statements with the SEC in
August 2010, when the company submitted its Form 10-Q for the
quarter ended June 30 2010.


AMERICAN AXLE: Files Prospectus for Sale of $200MM of Securities
----------------------------------------------------------------
American Axle & Manufacturing, Inc., filed with the U.S.
Securities and Exchange Commission a free writing prospectus
regarding its offer to sell $200 million of securities.  The Offer
is guaranteed by American Axle & Manufacturing Holdings, Inc., and
certain subsidiaries and has maturity date of Nov. 15, 2019.  A
full-text copy of the prospectus is available for free at:

                        http://is.gd/oL4BPI

As reported by the TCR on Nov. 3, 2011, Standard & Poor's Ratings
Services assigned a 'B' rating to American Axle & Manufacturing
Holdings Inc.'s proposed $200 million senior unsecured notes due
2019 with a recovery rating of '6', indicating Standard & Poor's
expectation that lenders would receive negligible (0-10%) recovery
in the event of a default.

Proceeds from the proposed offering will be used reduce amounts
outstanding under the revolving credit facility and to bolster
liquidity.

Moody's Investors Service assigned a B1 rating to American Axle &
Manufacturing, Inc.'s (American Axle) new $200 million of senior
unsecured notes.  The B1 rating on American Axle's new senior
unsecured notes are notched one level above the company's existing
senior unsecured notes to reflect the benefit of the guarantees
from the company's domestic operating subsidiaries, which the
existing notes lack.  While the domestic operating subsidiaries
represent a small portion of American Axle's consolidated assets
and profitability, the domestic subsidiary guarantees on the newly
offered notes provide incremental support over the company's
existing 5.25% and 7.875% unsecured notes which have guarantees
only from the company's parent holding company.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at Sept. 30, 2011, showed $2.23
billion in total assets, $2.60 billion in total liabilities, and a
$373.30 million total stockholders' deficit.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN LAND: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: American Land Holdings, LLC
        2345 Calico Creek Ct
        Las Vegas, NV 89135

Bankruptcy Case No.: 11-26925

Chapter 11 Petition Date: October 27, 2011

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

Judge: Bruce T. Beesley

Debtor's Counsel: Damon K. Dias, Esq.
                  DIAS LAW GROUP, LTD.
                  601 S. 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 380-3011
                  E-mail: ddias@diaslawgroup.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-26925.pdf

The petition was signed by Shawn Lampman, manager.


AMERICA WEST: Has New Accountant After Going Concern Doubt Issued
-----------------------------------------------------------------
America West Resources, Inc.'s board of directors authorized the
officers to change the independent accountants from MaloneBailey,
LLP, of Houston, Texas, to Hansen, Barnett and Maxwell, P.C., of
Salt Lake City, Utah.

The principal accountant's report on the financial statements
issued by MaloneBailey, LLP, in connection the financial
statements dated Dec. 31, 2010, and filed with the Company's Form
10-K on April 15, 2011, contained a "going concern" qualification.

During the Company's two most recent fiscal years and any
subsequent interim period preceding the resignation of the
Company's former accountants there were no disagreements with the
former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of the Company's former accountant, would have caused
it to make reference to the subject matter of the disagreements in
connection with its reports.

A full-text copy of the Form 8-K disclosure is available for free
at http://is.gd/jO6FPI

                         About America West

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

The Company reported a net loss of $16.14 million on
$10.07 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $8.70 million on $11.01 million of
total revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$30.08 million in total assets, $30.35 million in total
liabilities, and a $264,425 total stockholders' deficit.

As reported by the TCR on April 21, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about America West's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has a working capital deficit and has incurred significant
losses.


ARMSTRONG WORLD: S&P Affirms 'BB-', Hikes Outlook to 'Stable'
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Lancaster, Pa.-based Armstrong World Industries Inc. to stable
from negative. "At the same time, we affirmed our ratings on the
company, including the 'BB-' corporate credit rating," S&P
related.

"The outlook revision reflects our view that Armstrong will
continue to reduce leverage due to improving profitability,
despite relatively weak sales growth, to levels we would consider
to be in line with the 'BB-' rating given our view of the
company's fair business risk profile," said Standard & Poor's
credit analyst Megan Johnston. Total adjusted leverage as of Sept.
30, 2011, was about 3.4x, compared with 4.8x on Dec. 31, 2010.
Over that time period, adjusted EBITDA improved to approximately
$335 million from $245 million, while adjusted debt has remained
relatively constant at $1.1 billion. (Total adjusted leverage
includes adjustments for pensions and operating leases, and
excludes dividends from WAVE, Armstrong's ceiling grid systems
joint venture with Worthington Industries Inc. [BBB/Stable/--]).
We expect minimal top-line growth in 2011 and 2012, given a slower
recovery in new construction and lower repair and remodeling
spending than we had previously anticipated. Repair and remodeling
spending, from which Armstrong generates approximately 70% of
sales, will likely be flat to slightly down in 2011 and 2012;
previously, we had expected spending growth of 3% to 5%.
Standard & Poor's economists are projecting housing starts of
590,000 and 650,000 in 2011 and 2012, which reflect minimal
improvement over 2010 levels and is well below the historical
average of 1.5 million annual starts," S&P said.

"In addition, we believe the company's financial policy will
continue to be aggressive following last year's $800 million
sponsor dividend in part funded with debt. We think additional
dividends or other shareholder-friendly actions are likely over
the course of our ratings horizon, but expect total adjusted
leverage to remain below 4x, a level we would consider to be in
line with the 'BB-' rating. We also expect that liquidity will
remain adequate in the event of additional dividends or other
shareholder-friendly actions. We expect Armstrong to maintain
total liquidity, including cash and revolver availability, in
excess of $400 million," S&P related.

"The 'BB-' corporate credit rating on Armstrong reflects the
combination of what we consider to be the company's fair business
risk profile and aggressive financial risk profile. The fair
business risk profile reflects the company's leading positions in
vinyl and wood flooring and ceiling systems production, strong
brand names and recognition, a fair balance between residential
and commercial end markets, adequate liquidity, and continued
dividends from WAVE," S&P stated.

"The outlook is stable, reflecting our expectation that
Armstrong's cost-cutting and rationalization efforts will continue
to improve EBITDA despite still-challenging construction and
remodeling markets. We expect Armstrong to maintain total adjusted
leverage of 4x or less on a sustained basis, and to keep total
liquidity, including cash and revolver availability, in excess of
$400 million. We think the company will likely remain cash flow
positive despite higher capital expenditures to fund new plants,"
S&P stated.

"We could take a negative rating action if the company increases
its use of debt for additional shareholder-friendly actions or
debt-financed acquisitions, or if continued weakness in the
company's end markets results in lower-than-expected
profitability, such that total adjusted leverage exceeds
4.75x on a sustained basis, or if total liquidity, including
balance sheet cash and revolver availability, fell below $200
million," S&P said.

"We consider a positive rating action unlikely over the near term,
given the company's aggressive financial policy toward shareholder
dividends, which we consider to be a key rating factor," S&P
added.


AVAGO TECHNOLOGIES: S&P Raises Corp. Credit Rating From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Singapore-based Avago Technologies Finance Pte. Ltd.
(Avago) to 'BBB-' from 'BB+'. The outlook is stable.

"The rating on Avago reflects our expectations that the company's
conservative balance sheet and more consistent profitability for a
semiconductor company will enable it to maintain adequate
liquidity and lower leverage," said Standard & Poor's credit
analyst William Backus, "despite a highly competitive
and cyclical industry. The company's 'modest' financial profile is
a key support for the rating, given our 'fair' business profile."

"We expect full-year 2011 adjusted EBITDA of more than $725
million, maintaining the company's strong credit measures,
assuming no change in capital structure," added Mr. Backus. "We
see capacity for debt to EBITDA of about 1.5x through a
semiconductor cycle."


B&G FOODS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and 'BB' senior secured ratings on Parsippany, N.J.-
based B&G Foods Inc., as well as the following preliminary ratings
under the company's $600 million shelf registration: 'BB'
preliminary senior secured, 'B-' preliminary subordinated debt
ratings, and 'CCC+' preliminary preferred stock rating. "In
addition, we placed the 'B+' issue-level rating on the company's
existing $350 million senior unsecured notes and 'B+' preliminary
senior unsecured debt rating under the company's $600 million
shelf registration on CreditWatch with negative implications,
meaning that we could either lower or affirm these ratings
following the completion of our review," S&P related.

"The rating actions follow B&G's announcement that it will acquire
Culver Specialty Brands from Unilever for $325 million," said
Standard & Poor's credit analyst Bea Chiem. "We estimate that B&G
Foods' pro forma adjusted debt to EBITDA will increase modestly to
approximately 4.6x from roughly 3.8x for the 12 months ended Oct.
1, 2011, yet remain within previously expected ranges over the
outlook period."

"The outlook is stable. We estimate B&G will have about $774
million of total adjusted debt outstanding following the proposed
acquisition and refinancing," S&P related.


BAOSHINN CORP: Year-End 2010 Financial Statements Revised
---------------------------------------------------------
Baoshinn Corporation filed on Nov. 1, 2011, an amended annual
report on Form 10-K/A for the fiscal year ended Dec. 31, 2010, to
correct the following error.

The Group had re-evaluated its accounting treatment for revenues
from retail and corporate travel services from previously issued
financial statements and concluded that these revenues are
recognized when the travel service provided by the Group is
completely delivered.  Cost and revenue is deferred when the Group
paid and received payment in advance of the completion of delivery
of travel services respectively as at the year end.  The deferred
cost and revenue had been offset with accounts payable and
receivables respectively in the previous years.  As there is no
right to offset the deferred cost and revenue with accounts
payable and receivables respectively, the Group revised the
previously issued financial statements as of and for the year
ended Dec. 31, 2009, to correct the classification corresponding
to its presentation.

The Company reported net income of $25,754 on $30.6 million of
revenues for 2010, compared with net income of $5,159 on
$24.3 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.3 million
in total assets, $3.5 million in total liabilities, and
stockholders' equity of $829,433.

At Dec. 31, 2009, the Company's balance sheet showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $794,494.

Dominic K.F. Chan & Co, in Hong Kong, expressed substantial doubt
about Baoshinn Corporation and its subsidiaries' ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2010.  The independent auditors
noted that the Group has accumulated losses.

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

                       http://is.gd/ZDGHb4

Based in Kowloon, Hong Kong, Baoshinn Corporation, through its
Hong Kong subsidiary, is a ticket consolidator of major
international airlines.  The Company provides travel services such
as ticketing, hotel and accommodation arrangements, tour packages,
incentive tours and group sightseeing.


BEULAH LAND: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Beulah Land, Inc.
          dba Greater Beulah Baptist Church
        254 Headland Avenue
        Dothan, AL 36303

Bankruptcy Case No.: 11-11941

Chapter 11 Petition Date: October 28, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Daniel D. Sparks, Esq.
                  CHRISTIAN & SMALL, LLP
                  1800 Financial Center
                  505 North 20th Street, Suite 1800
                  Birmingham, AL 35203
                  Tel: (205) 250-6670
                  Fax: (205) 328-7234
                  E-mail: ddsparks@csattorneys.com

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

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

The Company's list of its two largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/almb11-11941.pdf

The petition was signed by Joseph Kyles, president.


BERNARD L. MADOFF: BNP Paribas Unit Sued by Trustee for $975MM
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BNP Paribas Arbitrage SNC was sued Nov. 3 for
$975 million by the trustee liquidating Bernard L. Madoff
Investment Securities Inc.  The trustee alleges that the affiliate
of BNP Paribas SA was the subsequent recipient of fraudulent
transfers initially made to feeder fund Harley International Ltd.
The Madoff trustee's complaint explains how he obtained a default
judgment last November against Harley for $1.07 billion, mostly
representing transfers within two years of bankruptcy.

According to the report, from the total, the complaint alleges
that $975 million was subsequently transferred by Harley directly
or indirectly to BNP Paribas Arbitrage.  The complaint is based on
part of state and federal fraudulent transfer law allowing the
recovery of fraudulently transferred property from subsequent
recipients.  Because BNP Paribas Arbitrage didn't receive the
money directly from the Madoff firm, it has defenses that might
bar recovery.  Under the Bankruptcy Code, for example, the Madoff
trustee cannot recover if BNP Paribas Arbitrage received the money
in satisfaction of a debt and was "in good faith, and without
knowledge of the voidability of the transfer."

                      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.


BLOSSMAN BANCSHARES: Judge Approves Plan to Sell Bank Unit
----------------------------------------------------------
Rebecca Mowbray at the Times-Picayune reports that U.S. Bankruptcy
Court Judge Jerry Brown approved on Nov. 2, 2011, the basic plan
for selling the stock in Central Progressive Bank, but pushed back
the proposed date for the auction until later in November to
encourage more bidders to participate. The deadline to submit bids
is now Nov. 28, 2011, and the auction is set for Nov. 29, 2011.

According to the report, Central Progressive's parent company,
Blossman Bancshares, filed for chapter 11 bankruptcy so that it
could sell its stock in the Lacombe bank to another party that
could recapitalize the bank.  Presumably, that would be First NBC
Bank Holding Co, which struck a deal with Blossman Bancshares in
September to buy Central Progressive's stock, but any sale is
actually supposed to be the result of an auction.

The report notes Blossman Bancshares pushed for an aggressive
time frame for the sale, proposing that rival bids be submitted on
Nov. 11, in advance of an auction Nov. 14, arguing that time was
critical because the bank was in fragile condition.

The report says Alesco Preferred Funding XIV Ltd., the holder of
trust securities created in an effort to raise capital in 2006,
objected to the speedy disposition of the bank and proposals for
how the auction would be conducted.  Alesco said that after trying
to sell the bank for years, Blossman Bancshares was suddenly
pushing an "overly rushed" sale process that "does not provide for
a meaningful auction, but rather
. . . an illusory auction process."

The report relates that Alesco questioned whether First NBC's
proposed purchase price of $900,000 was too low and unfair to
creditors, and said that it was impossible to tell whether
Blossman had done all it could to sell the bank before making the
deal with First NBC.  It also said there were too many facets of
the deal designed to protect First NBC and ensure that it would be
the sole bidder.

"The motion fails to contain any explanation of why the Debtor
waited to file this bankruptcy case for over four weeks after the
Debtor executed the Agreement with the Initial Bidder on Sept. 27,
2011.  This unexplained delay appears to have exacerbated the
alleged exigent circumstances that the Debtor argues support
proceeding at break-neck pace," the report quotes Alesco as
saying.  "As proposed, the Auction procedures tilt the balance too
far in favor of the Initial Bidder to the detriment of the
Debtor's estate and creditors."

Based in Lacombe, Louisiana, Blossman Bancshares Inc. is a
registered bank holding company with financial holding company
status that owns and controls Central Progressive Bank, a state
chartered nonmember bank, and various nonbank subsidiaries.


BLOSSMAN BANCSHARES: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Blossman Bancshares, Inc.
        fka Central Progressive Bancshares, Inc.
        29092 Krentel Road
        Lacombe, LA 70445

Bankruptcy Case No.: 11-13519

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robin B. Cheatham, Esq.
                  ADAMS & REESE LLP
                  One Shell Square
                  701 Poydras Street, Suite 4500
                  New Orleans, LA 70139
                  Tel: (504) 581-3234
                  Fax: (504) 566-0210
                  E-mail: cheathamrb@arlaw.com

Scheduled Assets: $2,822,300

Scheduled Debts: $23,418,571

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-13519.pdf

The petition was signed by James Venezia Sr., president.


BLUEKNIGHT ENERGY: Rights Delisted from NASDAQ
----------------------------------------------
Tara Petta, director of NASDAQ Stock Market LLC, notified the U.S.
Securities and Exchange Commission regarding the removal from
listing or registration of Blueknight Energy Partners, L.P.'s
rights on the Exchange.

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$327.44 million in total assets, $372.97 million in total
liabilities, and a $45.52 million total partners' deficit.


BOYD GAMING: Fitch Cuts Sr. Subordinated Notes Rating to 'CC'
-------------------------------------------------------------
Fitch Ratings assigns a 'BB/RR1' rating to Boyd Gaming
Corporation's (Boyd) $350 million proposed incremental term loan.
Fitch also affirms Boyd's Issuer Default Rating (IDR) at 'B' and
the existing senior secured credit facility at 'BB/RR1'.  In
addition Fitch has downgraded Boyd's senior unsecured notes one
notch to 'CCC/RR6' from 'B-/RR5' and its senior subordinated notes
one notch to 'CC/RR6' from 'CCC/RR6'.

The Rating Outlook is Negative.

The incremental term loan is pari passu and coterminous with the
existing term loan, maturing on Dec. 17, 2015 and amortizing at
1.25% of the original face amount per quarter.

The additional secured debt pressures recovery prospects for the
unsecured portion of Boyd's capital structure, resulting in the
downgrade of the senior and subordinated unsecured notes.  Fitch
revised the Outlook to Negative on October 26, 2011 while
affirming Boyd's 'B' IDR.

The 'RR6' Recovery Rating for the senior and subordinated
unsecured notes reflects Fitch's estimate of minimal recovery
prospects in a default scenario.  The subordinated notes are rated
one notch below the senior unsecured notes to reflect their lower
position in the capital structure, though Fitch estimates minimal
recovery prospects for both classes of debt.

The full rationale for the Negative Outlook is discussed in
Fitch's release 'Fitch Affirms Boyd's IDR at 'B'; Outlook Revised
to Negative', dated Oct. 26, 2011.  The main drivers for the
Outlook are as follows:

  -- Fitch's reduced medium-term operating outlook for Boyd's
     Midwest & South region due to increasing competition;

  -- The potential for headwinds to impede the recovery in the Las
     Vegas locals market, which accounted for 38% of latest-12-
     months (LTM) property level EBITDA through Sept. 30, 2011
     (pro forma for IP, which generated $36 million in EBITDA over
     the LTM period);

  -- Cash flow impact from refinancing the non-extended facility
     with higher cost term loan and eventually refinancing its
     2014-2015 maturities;

  -- Fitch's more conservative view of the pace of the broader
     U.S. economic recovery.

The Outlook also incorporates Fitch's concern regarding covenant
cushion tightening as the leverage thresholds step-down,
particularly with respect to the secured leverage test.  Under
Fitch's base case, Boyd's secured leverage covenant cushion gets
tight in 2013, when the threshold steps down to 4.00 times (x) in
March and 3.75x in September.  Company reported secured leverage
as of June 30, 2011 is 4.14x and Fitch estimates that pro forma
for the IP acquisition/financing secured leverage remains around
4.1x.


CABLEVISION SYSTEMS: S&P Keeps 'BB' Rating on New Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said the upsizing of
Cablevision Systems Corp. unit CSC Holdings LLC'S 6.75% senior
notes due 2021 does not affect its rating on the issue or other
ratings on Cablevision and related entities. "The rating on the
new senior notes, which were increased to $1 billion from $500
million, remains 'BB' with a '3' recovery rating, indicating our
expectation for meaningful (50% to 70%) recovery in the event of
payment default. The notes are being sold under Rule 144A with
registration rights. The company intends to use the proceeds of
the notes, as well as some of the proceeds from a concurrent $600
million term loan, for debt refinancing, including a tender
offer for three series of outstanding senior notes for up to an
aggregate purchase price of $1.25 billion," S&P said.

Cablevision Systems had over 3.2 million video cable-TV
subscribers at Sept. 30, 2011, approximately 90% of which are in
the New York metropolitan area. The company reported about $10.6
billion in outstanding debt. (For the latest complete corporate
credit rating rationale, see the summary analysis on Cablevision,
published Aug. 31, 2011, on RatingsDirect on the Global Credit
Portal.)

Ratings List

Cablevision Systems Corp.
Corporate Credit Rating           BB/Stable/--

CSC Holdings LLC
$1B sr secd nts due 2021          BB
   Recovery Rating                 3


CALIFORNIA STATEWIDE: S&P Amends Rating on Bonds to 'BB (sf)'
-------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating to
'BBB'(sf) from 'AAA'(sf) on California Statewide Communities
Development Authority's series 2002 D-1 senior-lien multifamily
housing revenue refunding bonds (Citrus Gardens Apartments
project). The outlook is stable.

At the same time, Standard & Poor's corrected its rating to
'BB'(sf) from 'AAA'(sf) on California Statewide Communities
Development Authority's series 2002 D-3 subordinate-lien
multifamily housing revenue refunding bonds (Citrus Gardens
Apartments project). The outlook is stable.

The prior ratings were based on the authority's intention to
change the structure of the bonds on Nov. 1, 2011 from unenhanced
affordable housing to a legal defeasance. However, the defeasance
has been postponed to an undetermined date, and, therefore, the
bonds remain secured by an unenhanced affordable housing project.


CARESTREAM HEALTH: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 89.21 cents-
on-the-dollar during the week ended Friday, Nov. 4, 2011, an
increase of 0.71 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
22, 2017, and carries Moody's 'B1' rating and Standard & Poor's
'BB-' rating.  The loan is one of the biggest gainers and losers
among 116 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Carestream Health

Carestream Health, Inc., based in Rochester, New York, supplies
maging and IT systems to medical and dental communities and other
markets.  Formerly operating as the Health Group division of
Eastman Kodak, the company was acquired by Toronto-based Onex
Corporation and Onex Partners II LP in early 2007.  For the 12
months ended Sept. 30, 2010, Carestream had revenues of
$2.3 billion.

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the 'B1' corporate family rating of Carestream
Health, Inc.  The 'B1' corporate family rating is supported by the
company's leading market position, large revenue base and
diversified global operations.  The ratings outlook could improve
if the company is able to more than offset the decline in the film
business with growth in its other businesses such that the company
demonstrates sustained revenue and profitability growth.


CARIBE MEDIA: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that affiliated yellow-pages publishers Caribe Media Inc.
and Local Insight Regatta Holdings Inc. both confirmed their
Chapter 11 plans Nov. 3 in U.S. Bankruptcy Court in Delaware.
Because Caribe was in Chapter 11 partly to pursue claims against
Local Insight, the two cases weren't consolidated.

According to the report, Caribe filed its plan in August.  The
plan calls for secured lenders owed $127 million to take ownership
and receive a $55 million loan, for a projected recovery of 77% to
93%.  Subordinated noteholders owed about $58.6 million are to
receive nothing under the plan.

Caribe Media sought relief in Chapter 11 so claims could be
brought against affiliates to recover $44.2 million in dividends
paid to the parent Local Insight between May 2009 and September
2010.

Local Insight is a group of publishers that filed under Chapter 11
in November 2010 after learning that the lenders failed to file
financing statements to perfect liens on collateral securing a
loan.  The Local Insight plan is predicated on the notion that the
Company and creditors would win a lawsuit to void the lien on
what's known as the Berry assets.  The plan calls for giving new
stock to the holders of the $339.3 million secured claim.

                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and
US$100% of Caribe Servicios de Informacion Dominicana, S.A., the
sole directory publisher in the Dominican Republic with the
exclusive right to publish under the brand of Codetel, the largest
telecom operator in the Dominican Republic.  Caribe Media is
wholly owned by CII Acquisition Holding Inc.  They are affiliates
of Local Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


CENTURY PLAZA: May Sell Property Once Leased by Burlington Coat
---------------------------------------------------------------
Century Plaza LLC must file a Chapter 11 plan by Jan. 17, 2012,
according to information available on the Court docket.  Schedules
of assets and liabilities and statement of financial affairs were
due to be filed Nov. 1, 2011.

Century Plaza said in court papers it presently has two options
for reorganization.  These include either a sale of a second
segment of its property or a redevelopment of the second segment
to accommodate a major tenant.

Century Plaza owns and operates the "Century Plaza" commercial
shopping center in Merrillville, Indiana.  The property has two
segments: The first segment of the property encompasses roughly 25
acres that constitutes 158,000 square feet of retail space that is
occupied by 17 operating tenants.  The occupancy rate for the
first segment is 98%.  The second segment also encompasses roughly
25 additional acres and includes a 140,000-square foot building
that was previously occupied by Burlington Coat Factory.

The Debtor said that in the event the Debtor sells the second
segment of the property, the proceeds of the sale would be used to
make a substantial pay down of the principal mortgage indebtedness
due to its lender, The PrivateBank and Trust Company, with the
remaining mortgage balance due to the lender being restructured
based upon current market rates and terms.

In the event a sale is not accomplished, the second segment will
be redeveloped to accommodate a new major supermarket tenant under
a long term lease which would provide a further basis for the
restructuring of the mortgage debt due to the lender.

PrivateBank asserts a senior position mortgage lien and claim
against the property which purportedly secures a senior mortgage
debt of $21,600,000.  PrivateBank also asserts a security interest
in and lien on rent.

On Sept. 9, 2011, the lender filed a complaint for breach of
contract, foreclosure and appointment of receiver against the
Debtor.

Meanwhile, Century Plaza is seeking Court permission to use the
rent to finance operations while in Chapter 11.  The Debtor
proposes to provide adequate protection to the lender in the form
of payment of insurance for the property, maintaining sufficient
cash reserves for real estate taxes, and proper maintenance of the
property.

Meanwhile, the Court denied a request by the Debtor to set dates
for filing prepetition claim.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
Century Plaza filed for Chapter 11 bankruptcy (Bankr. N.D. Ind.
Case No. 11-24075) on Oct. 18, 2011.  The Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard Dube, president of Tri-Land Properties, Inc., manager.

Judge J. Philip Klingeberger presides over the case.  The Debtor's
counsel are David K. Welch, Esq., at Crane, Heyman, Simon, Welch &
Clar; and:

          Richard E. Anderson, Esq.
          Michael E. Anderson, Esq.
          ANDERSON & ANDERSON P.C.
          Barrister Court
          9211 Broadway
          Merrillville, IN 46410
          E-mail: randerson@andersonandandersonpc.com


CHINA CABLECOM: Restates 2010 Report to Deconsolidate "VIEs"
------------------------------------------------------------
China Cablecom Holdings, Ltd., filed on Oct. 31, 2011, Amendment
No. 1 to its annual report on Form 20-F for the fiscal year ended
Dec. 31, 2010, for the purpose of restating the financial
statements for 2010 and related disclosure to reflect the
deconsolidation of Hubei Chutien Video Communication Network Co.,
Ltd. and Binzhou Broadcasting and Television Information Network
Co., Ltd., following the transition guidance found in ASC 810-10-
65-2 regarding deconsolidation.

The Company reassessed the guidance on consolidation of variable
interest entities and determined that the Company was not the
primary beneficiary of certain variable interest entities that has
been consolidated previously.  As a result, the Company determined
to deconsolidate certain variable interest entities.

No other changes have been made to amendment, and the amendment
does not amend, update or change any other information in the
financial statements or any other items or disclosures in the
Original Filing.

The Company reported a net loss of $14.4 million for 2010,
compared with a net loss of $54.9 million for 2009.

Management fee income for the year ended Dec. 31, 2010, was
$4.5 million, an increase of $3.5 million from $1.0 million for
the year ended Dec. 31, 2009.  Management fees were all earned
from Jinan Youxiantong Network Technology Co. Ltd.

Share of loss on operating joint ventures for the year ended
Dec. 31, 2010, were $8.2 million, an increase of $7.0 million from
$1.2 million for the year ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$70.4 million in total assets, $40.1 million in total liabilities,
and stockholders' equity of $30.3 million.

UHY Vocation HK CPA Limited, in Hong Kong, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant losses during 2010 and 2009, and has relied on debt
and equity financings to fund their operations.

A copy of the Form 20-F/A is available for free at:

                       http://is.gd/ZIh3lU

Based in Jinan, in the PRC, China Cablecom Holdings, Ltd. (NASDAQ:
CABL) -- http://www.chinacablecom.net/-- is a joint-venture
provider of cable television services in the PRC, operating in
partnership with a local state-owned enterprise authorized by the
PRC government to control the distribution of cable TV services.


CHRISTIAN BROTHERS: Taps Four Seasons to Market, Sells Former Base
------------------------------------------------------------------
The Christian Brothers' Institute, et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Four Seasons Real Estate Center as real estate broker with
respect to the marketing and sale of a certain piece of real
property located at 117 North 10th Avenue, Mount Vernon, New York.

The property is a single family house which was formerly utilized
as a residence to house Brothers.  Currently, the property is
vacant and CBI had listed the property for sale months before the
Chapter 11 filing.

The Debtor employed Newmark & Company Real Estate, Inc. dba
Newmark Knight Frank as its exclusive real estate broker with
respect to the marketing and sale of real property located at 74
W. 124th Street, New York City; and Re/Max "10" as its real estate
broker with respect to the marketing and sale of real property
located at 9757 S. Seeley Avenue, Chicago, Illinois.

Upon sale of the property, Four Seasons will be paid a commission
of 5% of the sales price.

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

              About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
In its schedules, The Christian Brothers' Institute disclosed
assets of $63,418,267 and liabilities of $8,484,853 as of the
Petition Date.  In its schedules, CBOI discloses assets of
$1,091,084 and liabilities of $3,622,500 as of the Petition Date.

Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, serves as the Debtors' bankruptcy counsel.  The Debtors
tapped McInnes Cooper as their special Canadian litigation
counsel; Re/Max "10" as its real estate broker; Omni Management
Group as (i) claims, noticing and balloting agent, and (ii)
administrative agent.

On May 11, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  No trustee has been appointed


CHUKCHANSI ECONOMIC: S&P Withdraws 'B-' Issuer Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B-' issuer credit rating, on Coarsegold, Calif.-based
Chukchansi Economic Development Authority (CEDA) at the request of
the issuer. CEDA was created by the Picayune Rancheria of
Chukchansi Indians to operate the Chukchansi Gold Resort & Casino
for the Tribe.

"On Sept. 19, 2011 we lowered our issuer credit and issue-level
ratings on CEDA to 'B-' from 'B'. The downgrade reflected our view
of increased risk of CEDA successfully completing a refinancing,
given the likelihood of a new entrant in the market over the
intermediate term, which we believe could have a significant
impact on cash flow," S&P said.


CITY OF HOUSTION: Fitch Lifts Rating on Revenue Bonds to 'B'
------------------------------------------------------------
Fitch Ratings upgrades the City of Houston, TX's outstanding
$323.5 million airport system special facilities revenue bonds
(Continental Airlines Inc. Terminal E Project) series 2001 to 'B'
from 'B-'.  The series 2001 bonds are fixed-rate revenue bonds
with a final maturity in 2029.  The Rating Outlook is revised to
Stable from Positive.

The upgrade reflects the recent rating upgrade of the terminal
project's primary obligor, United Continental Holdings, Inc. (UAL)
which has a Fitch Issuer Default Rating (IDR) of 'B' and a Stable
Outlook.

KEY RATING DRIVERS:

UAL's Financial Strength: Continued improvements in UAL's
underlying financial strength, debt position and liquidity since
the closing of the United-Continental merger on Oct. 1, 2010, as
well as continued strong utilization of the facility by the
combined carrier following the merger.

Essential Nature of The Terminal: Terminal E handles the majority
(79%) of the carrier's international operations at Houston Airport
System (HAS).  HAS is a fundamentally strong airport ('A+' on its
subordinate lien revenue bonds with Stable Outlook) that serves a
large base of both origination and destination (O&D) and
connecting traffic, and is a major international gateway for UAL.
George Bush Intercontinental Airport (Intercontinental) serves as
the primary commercial airport for the metropolitan area and as a
major system hub for UAL.

Unsecured Obligations of UAL: The limited revenue stream and the
unsecured guarantee of UAL are mitigated by the re-letting
provisions allowing the airport to retake the facility in the
event of an early lease termination.

Lack of Debt Service Reserve: Bondholders do not have access to
cash reserves or structural enhancements.

WHAT COULD TRIGGER A RATING ACTION:

  -- An upgrade to 'B+' is possible over the next one to two years
     if UAL continues to generate positive free cash flow (FCF)
     and reduces adjusted debt levels. Any further positive
     actions would be contingent upon the negotiation of
     competitive labor contracts that do not drive non-fuel unit
     costs substantially higher than those of legacy carrier
     competitors.

  -- Downward revision of the Rating Outlook is possible over the
     next year if global economic stress crimps air travel demand
     and leads UAL to report declines in passenger unit revenue in
     2012.  A large fuel price shock, driving spot jet fuel prices
     above $3.50 per gallon, absent offsetting industry fare
     actions, could also erode FCF and delay leverage reduction,
     possibly resulting in a negative action.

Special facilities rent paid by UAL pursuant to the special
facilities lease secures the Continental Terminal E Project bonds
and bondholders have no access to liquidity or structural
enhancements to avoid default if the carrier fails to provide
timely debt service payments.

Intercontinental serves as the primary commercial airport for the
metropolitan area and it is the only Houston-area airport
providing international service.  UAL has continued to operate its
major system hub at the airport since the merger with Continental
in October of 2010, without any major scheduling or hubbing
changes; no significant changes in traffic profile are expected as
a result of the merger.  UAL accounted for approximately 87% of
Intercontinental's passengers and 79% of total international
traffic in 2010.  Intercontinental's traffic has held up
relatively well through the recent downturn, with modest declines
in enplanements at a 1.3% compound annual growth rate (CAGR)
between 2006 and 2010.  After year-over-year passenger declines of
3.1% and 4.1% in 2008 and 2009, respectively, 2010 demonstrated a
positive increase of 1% in total airport traffic, indicating some
signs of recovery.  In the first eight months of 2011 (through
August), Intercontinental's enplanements were essentially flat
(down 0.1%) when compared to the same time period in 2010.
International traffic has increased at a faster rate than
domestic, rising by 4.2% compared to a 1% decline in domestic
traffic.  Terminal E is a 600,000 square-foot facility with 23
gates that can handle both domestic and international passenger
traffic.  The terminal is an essential facility for the airport
itself as well as for UAL's international operations.  Terminal E
handles about 33% of total Intercontinental traffic while the
terminal's international traffic of 5.3 million passengers in 2010
represented 13% of all airport passengers and 62% of all
international traffic.  Terminal E traffic declined 6.1% in the
first eight months of 2011 compared to 2010.

In September 2011, Fitch upgraded UAL's IDR to 'B' from 'B-' and
revised its Rating Outlook to Stable; the upgrade followed a year
of significant debt reduction and strong FCF generation since the
closing of the United-Continental merger on Oct. 1, 2010.  In the
face of heavy fuel cost pressure during the first half of 2011,
UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.  Fitch expects
UAL to report FCF of approximately $1.5 B (4% FCF margin) this
year, driven in large part by better than expected passenger RASM
growth of 6% - 8% for the year.  Recent demand patterns have
remained resilient in spite of macroeconomic headwinds, with
August consolidated passenger RASM growing by approximately 11%
year over year.

The Continental Terminal E Project bonds financed the construction
and development of Terminal E at Intercontinental, which UAL uses
as an international connection hub and Latin American gateway.
Terminal E was built in two phases and fully opened in January
2005.


CLEAR CHANNEL: Incurs $74 Million Net Loss in Third Quarter
-----------------------------------------------------------
Clear Channel Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $74.05 million on $1.58 billion of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $154.68 million on $1.47 billion of revenue for the same
period a year ago.

The Company also reported a net loss of $259.06 million on
$4.50 billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $416.42 million on $4.23 billion of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.

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

                        http://is.gd/WBRYc9

                 About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.97 cents-on-the-dollar during the week ended Friday, Nov. 4,
2011, an increase of 1.54 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 116 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for 2009.  Clear Channel had a net loss of $259.06 million
on $4.50 billion of revenue for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


COASTAL PACIFIC: Restructures Majority of Debt
----------------------------------------------
Coastal Pacific Mining Corp. provided an update on its Santa Rita
mining concessions and other corporate matters.

Coastal Pacific says it has successfully restructured the majority
of its major debt, as well as having entered in principle into a
production financing arrangement with a prestigious financial
partner.

The Company has reached an agreement with a private company based
in the U.S. whereby the Company has restructured its convertible
note debt in the amount of $1,000,000 plus accrued interest which
was due on May 4, 2011.  Due to circumstances beyond the control
of the Company and its management, the company did not have
sufficient funds available to pay interest payments on the Notes
which then fell into default.

The company has reached a settlement with the Noteholder, whereby
the Company will assign to the Noteholder ninety percent of
Coastal Pacific's interest in and to the Santa Rita mining
concessions in exchange for the following:

    * The Noteholder will assume all of Company's cash payment
      obligations on the Santa Rita mining concessions, totaling
      approximately $2,400,000;

    * The Noteholder will pay to the Company or at the direction
      of the Company the amount of $50,000;

    * The Noteholder will forgive the Notes plus all accrued
      interest thereon; and

    * The Noteholder will issue to the Company a total of
      75,659,000 shares of its common stock, which the Company may
      dividend to its stockholders of record as at October 31,
      2011 at the sole election of the Company.

Further to this agreement, Coastal Pacific and the Noteholder have
entered into a production financing agreement with Royal Sovereign
International, Hans Peter Flueck, and Minera Rimpago Peru, whereby
Royal Sovereign will expend a minimum of $5,000,000 by way of
production financing to earn a 50% interest in and to the Santa
Rita mining concessions.  The production financing agreement is
presently being redrafted to comply with Peruvian law and is
expected to be finalized on or before November 15, 2011.  Subject
to this agreement being signed with Royal Sovereign International,
the Noteholder has agreed to assign to Coastal Pacific a further
interest in the Santa Rita mining concessions and Flueck has
agreed to dilute to a 25% interest in the Santa Rita mining
concessions, such that the final ownership upon the $5,000,000
funding completing will be:

        Royal Sovereign - 50%
        Hans Peter Flueck -25%
        Noteholder - 20%
        Coastal Pacific - 5%

Coastal Pacific or its stockholders will also hold approximately
40% of the total issued and outstanding shares of the Noteholder.
Further, Coastal Pacific will manage and undertake all exploration
on the Santa Rita mining concessions.

Coastal Pacific's technical team will be working with Royal
Sovereign to finalize an exploration and production budget.  The
required permits to commence work on the Santa Rita concessions
are currently applied for and are expected within the next month.
Focus will be to commence surface mining production operations on
the Santa Rita mining concessions as soon as permits are granted
and equipment can be moved onsite, while undertaking further
exploration to define sub-surface reserves.

Copies of all related agreements will be filed with the Securities
and Exchange Commission upon final execution.

Note that no statement in this release is to be construed as there
presently being actual or potential reserves identified on the
Property.

                      About Coastal Pacific

Coastal Pacific activities are to explore, develop and mine gold
and silver resources in North and South America.  As its primary
focus, Coastal Pacific will partner with companies having mineral
properties to develop and produce.  Currently the Company has
option agreements in place for properties in Ontario, Canada and
the Province of Huancavelica, Peru.


CONOLOG CORP: Delays Filing of July 31 Annual Report
----------------------------------------------------
Conolog Corporation informed the U.S. Securities and Exchange
Commission that it will be late in filing its Annual Report on
Form 10-K for the period ended July 31, 2011.  The Company was not
able to obtain all information prior to filing date and the
accountant could not complete the required financial statements
and management could not complete Management's Discussion and
Analysis of such financial statements by Oct. 31, 2011.

                        About Conolog Corp.

Somerville, N.J.-based Conolog Corporation is in the business of
design, manufacturing and distribution of small electronic and
electromagnetic components and subassemblies for use in telephone,
radio and microwave transmissions and reception and other
communication areas.  The Company's products are used for
transceiving various quantities, data and protective relaying
functions in industrial, utility and other markets.  The Company's
customers include primarily industrial customers, which include
power companies located primarily throughout the United States,
and various branches of the military.

The Company's balance sheet at April 30, 2011, showed
$1.14 million in total assets, $1.24 million in total liabilities
and a $98,401 total stockholders' deficit.

The Company has had recurring losses from operations of $1.73
million and $2.97 million for the nine months ended April 30,
2011, and 2010, respectively, and used cash from operations in the
amounts of $899,275 and $1.25 million for the nine months ended
April 30, 2011, and 2010, respectively. At April 30, 2011, the
Company had cash and equivalents of $74,181.  These factors raise
substantial doubt as to the Company's ability to continue as a
going concern.

As reported in the Troubled Company Reporter on Dec. 7, 2010,
WithumSmith+Brown, PC, in Somerville, New Jersey, expressed
substantial doubt about Conolog's ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has had recurring losses from operations of $3.5 million and
$1.6 million and used cash from operations in the amounts of
$1.6 million and $1.3 million for the years ended July 31, 2010,
and 2009, respectively.


CYBEX INTERNATIONAL: Posts $278,000 Net Loss in Sept. 24 Quarter
----------------------------------------------------------------
Cybex International, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $278,000 on $33.5 million of net sales
for the three months ended Sept. 24, 2011, compared with a net
loss of $15,000 on $29.2 million of net sales for the three months
ended Sept. 25, 2010.

The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company.  "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."

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

                       http://is.gd/8Xxzs1

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.


DANDY FAMILY: Bankruptcy Delays City's Bid to Acquire Building
--------------------------------------------------------------
Jim Balow at the Charleston Gazette reports that bankruptcy forced
an indefinite postponement of a hearing scheduled for Nov. 3,
2011, in which the Charleston Urban Renewal Authority was going to
buy Dandy Family Trusts's building at 1601 Washington St. East
with its power of eminent domain.  According to the report, the
bankruptcy and reorganization will delay CURA's acquisition of the
Dandy Trust building for six months, if not longer.  Court
documents show the trust is required to file a small business plan
next April.

According to the report, the Dandy Trusts, apparently set up by
William Dandy, Deborah Michaux's father, own at least two dozen
properties across the state, said Steve Duffield, Kanawha County
supervisor of appraisals.

Based in Charleston, West Virginia, Dandy Family Trusts filed for
Chapter 11 protection (Bankr. S.D. W.V. Case No. 11-20743) on Oct.
20, 2011.  Judge Ronald G. Pearson presides over the case.
Aurelius Robleto, Esq., at Robleto Law, represents the Debtor.
The Debtor estimated assets of $1 million to $10 million, and
debts of $500,000 to $1 million.


DELTA AIR: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Atlanta-based Delta Air Lines Inc. The outlook is
stable.

"At the same time, we affirmed our ratings on the company's issue-
level ratings, with three exceptions. Standard & Poor's lowered
the ratings on Northwest Airlines' 2000-1 Class G and 2007-1 Class
A pass-through certificates, to 'BB' from 'BB+' and to 'BBB' from
'BBB+'. Standard & Poor's also raised its rating on Delta's 11.75%
second-lien notes due 2015, to 'B+' from 'B'. It revised the
recovery rating on that issue to '2', indicating substantial (70%-
90%) recovery in a default scenario, from '3'," S&P stated.

"The affirmation of our corporate credit rating on Delta is based
on our expectation that the company will continue to generate
satisfactory earnings and cash flow, despite weakening economic
growth in the U.S. and abroad," said Standard & Poor's credit
analyst Phil Baggaley. The ratings also reflect an enhanced
competitive position and synergies from Delta's 2008 merger with
Northwest Airlines Corp. (parent of Northwest Airlines Inc.).

Delta is now the second-largest U.S. airline. Its merger with
Northwest Airlines created a more comprehensive system by
combining two airlines whose route networks had minimal overlap.
Until the United/Continental merger, Delta had the U.S. airline
industry's best overall route network, one of the best among
airlines globally. Delta has dominant market shares at its major
hubs, Atlanta, Detroit, and Minneapolis/St. Paul; secondary hubs
at Cincinnati, Memphis, and Salt Lake City; and solid positions in
the New York area and on trans-Pacific and trans-Atlantic routes.
A comprehensive route network makes it easier to attract
passengers, particularly more lucrative business passengers.

Despite the weaker economy, Delta and most other U.S. airlines
continue to report robust year-over-year revenue gains. "Still, we
believe that lower consumer confidence, the increased risk of
recession, and likely more-cautious spending by businesses in
response to these factors will cause airline revenue growth to
slow -- but remain positive -- in the fourth quarter," Mr.
Baggaley said.


DHILON INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dhilon, Inc.
        dba Holiday Inn Sweetwater
        3400 Parkwood Blvd.
        Frisco, TX 75034

Bankruptcy Case No.: 11-43267

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.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 Jagmohan Dhillon, member.


DIPPIN' DOTS: In Ch.11 to Avoid Foreclosure; Seeks Cash Use
-----------------------------------------------------------
Dippin' Dots Inc. filed for Chapter 11 bankruptcy protection in
U.S. Bankruptcy Court in Paducah, Kentucky, on Thursday.

According to Katy Stech, writing for Dow Jones Newswires, the
filing was made to avoid foreclosure by its biggest lender.  Ms.
Stech relates Dippin' Dots owes $12 million, the bulk of it to a
unit of Regions Financial Corp., which moved to foreclose on the
loan last week.  Dow Jones recounts the 170-worker company fell
into technical default four years ago at the peak of the economic
crisis, when customers were no longer willing to spend the few
dollars it cost for a cup.

According to Dow Jones, Steve Heisner, the company's director of
administration, customer service and information systems, said
Dippin' Dots offered Regions several proposals to pay a portion of
its loan, but the bank rejected the offers before posting a
foreclosure notice on Tuesday.  A representative for Regions Bank
declined to comment.

Dow Jones reports that the company is seeking permission from the
bankruptcy court to use some of the cash collateral that secures
the Regions Bank loan to enable it to continue operations.  The
company will use the cash to pay suppliers.

Dow Jones relates that according to the company's proposed
spending budget, it will need at least $23,000 to pay for liquid
nitrogen alone through the end of the year.  The liquid nitrogen
is used to keep the ice cream dots below the necessary temperature
of minus 40 degrees Fahrenheit.

The court set a Nov. 17 hearing on its request.

The company said its assets are valued at $20.2 million.  As of
Thursday, it reported having $27.7 million in revenue, above last
year's $26.7 million.

According to Dow Jones, Mr. Heisner said the company doesn't
expect to sell its operations, which are still mostly owned by
Curt Jones, a microbiologist who started the company in 1988.

                        About Dippin' Dots

Dippin' Dots manufactures quirky and colorful ice cream beads,
which are flash frozen using liquid nitrogen.  It owns a 120,000-
square-foot plant in Kentucky that can produce more than 25,000
gallons of frozen dots a day.  It has about 140 Dippin' Dots
retail locations, which are mostly controlled by franchisees, and
agreements with 9,952 small vendors who sell the ice cream at
fairs, festivals and sports games.  Dippin' Dots isn't sold in
grocery stores because of its extreme cooling requirements.


DIVERSIFIED MACHINE: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wixom, Mich.-based auto part supplier Diversified
Machine Inc. (DMI). The outlook is stable.

"We also assigned preliminary issue ratings to DMI's proposed
debt. We assigned our 'B' preliminary issue ratings (with
preliminary '4' recovery ratings) to its proposed $175 million
term loan B and proposed $60 million revolving credit facility,"
S&P said.

"The 'B' corporate credit rating on DMI reflects our view of the
company's vulnerable business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Nishit Madlani. "The profiles reflect our view that the company's
cash generation could be volatile as vehicle production levels
fluctuate, given the uncertainty in the economy. Our business risk
assessment reflects the multiple industry risks facing automotive
suppliers, including volatile demand, high fixed costs, intense
competition, and severe pricing pressures."

"The financial risk profile assessment reflects our view that
DMI's financial policies will be aggressive, given the
concentrated ownership and the possibility that the company may
pursue additional targeted acquisitions," said Mr. Madlani. This
would limit any significant debt reduction over the next two
years.


DOT VN: Co-Founder Lee Johnson Honored by Vietnamese MIC
--------------------------------------------------------
Dot VN, Inc., announced that on Oct. 28, 2011, at the Ministry of
Information and Communications building located at 18 Nguyen Du,
Hanoi, Vietnam, Deputy Minister of MIC Nguyen Thanh Hung presented
Dr. Lee Johnson, President and Co-Founder of Dot VN and its
subsidiary Hi-Tek Multimedia, Inc., with an award from Prime
Minister, Nguyen Tan Dung's Office.  Dr. Lee Johnson is the first
overseas Vietnamese which the MIC nominated to the Prime Minister
for an award in recognition of his outstanding achievements in
strengthening and developing the Internet in Vietnam.

Beginning in 2001, Dr. Johnson returned to his native Vietnam to
study the development of the domain name system in Vietnam and
began a close cooperative relationship with the then, newly
formed, Vietnam Internet Network Information Center, which was
established to create policy and manage the Vietnamese domain name
system as well as build a master plan for the adoption of the
Vietnamese domain name globally.  One of Dr. Johnson's most
important contributions was the creation of Decision No. 92 of
Ministry of Posts and Telecommunications, which enabled domestic
Vietnamese entities, individuals as well as foreign entities to
register and use the Vietnamese domain names ".vn".

During his speech honoring Dr. Johnson, Deputy Minister of the
MIC, Nguyen Thanh Hung said: "This award is recognition of the
contribution of both HI-TEK and Phuoc Lee Johnson in his personal
capacity, to promote Vietnam's Internet in order to keep pace with
other developing countries in the region and the world."  He also
expressed hope that Dr. Johnson will continue to work closely with
VNNIC to promote Vietnam's image, culture and people throughout
the world thereby continuing the socio-economic development of the
country.

In his acceptance speech, Dr. Johnson vowed that beginning in 2012
and onward into the future, he will redouble his efforts towards
the promotion and development of the Vietnamese Domain Name ".vn".
Additionally he will continue to launch new successful programs
designed to drive the use and adoption of the Vietnamese native
language internationalize domain name in order to continue
building and preserving the value of Vietnamese culture on the
Internet.

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at July 31, 2011, showed $2.55 million
in total assets, $9.05 million in total liabilities, and a
$6.50 million shareholders' deficit.

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.


DUNE ENERGY: Incurs $10.2 Million Net Loss in Third Quarter
-----------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $10.23 million on $15.10 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$9.09 million on $15.60 million of revenue for the same period a
year ago.

The Company also reported a net loss of $32.44 million on
$48.41 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $47.96 million on $48.52 million
of revenue for the same period a year ago.

The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

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

                        http://is.gd/YSEIHF

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

                           *     *     *

As reported by the TCR on Oct. 14, 2011, Standard & Poor's Ratings
Services lowered its unsolicited corporate credit rating on Dune
Energy to 'CC' from 'CCC-'.

"We view this transaction as a distressed exchange offer as
bondholders and holders of preferred stock would be receiving less
value than the promise under the original securities.  Upon
completion of the exchange offer, we would expect to lower our
unsolicited senior secured debt rating to 'D' from 'CC' and the
unsolicited corporate credit rating to 'SD' from 'CC'.  In the
event of a prepackaged bankruptcy, we would expect to lower the
corporate credit rating to 'D' from 'CC,'" S&P related.


DYNAVAX TECHNOLOGIES: Posts $15.2-Mil. 3rd Quarter Net Loss
-----------------------------------------------------------
Dynavax Technologies Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $15.2 million on $1.2 million
of revenues for the three months ended Sept. 30, 2011, compared
with a net loss of $5.0 million on $11.6 million of revenues for
the same period last year.

The net loss was $44.3 million on $10.2 million of revenues for
the nine months ended Sept. 30, 2011, compared with a net loss of
$42.2 million on $22.2 million of revenues for the same period of
2010.

The Company's balance sheet at Sept. 30, 2011, showed
$64.7 million in total assets, $28.5 million in total liabilities,
and stockholders' equity of $36.2 million.

Ernst & Young LLP, in Palo Alto, California, expressed substantial
doubt about Dynavax Technologies' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that of the Company's recurring losses from
operations.

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

                       http://is.gd/gpYqCP

Berkeley, Calif. Based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious and inflammatory
diseases.  The Company's lead product candidate is HEPLISAV, a
Phase 3 investigational adult hepatitis B vaccine designed to
provide rapid and superior protection with fewer doses than
current licensed vaccines.


DYNEGY INC: Cancels $1.25BB Exchange Offer Due to Tepid Interest
----------------------------------------------------------------
Dynegy Inc. on Nov. 3 terminated offers to exchange up to
$1.25 billion of Dynegy Holdings LLC debt for new 10% Senior
Secured Notes due 2018 and cash due to lack of bondholder
interest.

Dynegy had extended the exchange offer deadline several times, the
latest of which was Thursday.

On Tuesday, Dynegy Holdings, Dynegy Inc.'s direct, wholly owned
subsidiary, elected not to make a $43.8 million semi-annual
interest payment due Nov. 1, on DH's 8.375% Senior Unsecured Notes
due 2016.  The indenture governing the 2016 Notes provides that
the failure to make such payment constitutes an event of default
after a 30-day cure period.

Dynegy said the missed interest payment will not trigger any
significant cross-default provisions associated with other
outstanding DH debt prior to the expiration of the cure period.
During such cure period, Dynegy will continue to evaluate options
to manage DH's debt load and is engaged in discussions with
certain significant holders of DH's debt regarding those options.

Reuters' Tom Hals and Michael Erman reported late October that
sources told the news agency Dynegy has been discussing with
bondholders a plan to put a subsidiary into bankruptcy after
bondholders shunned a $1.25 billion refinancing.  According to
Reuters, the proposed bankruptcy would not affect parent company
Dynegy Inc., whose shareholders include billionaire investor Carl
Icahn and investment firm Seneca Capital.  The sources said the
bankruptcy would be limited to Dynegy Holdings, which issued $3.5
billion of unsecured bonds and faces more than $700 million in
lease payments over the next five years.

According to Reuters, Katy Sullivan, a Dynegy spokeswoman said,
"Management is evaluating a range of options to manage Dynegy's
debt, including the current exchange offer."

Reuters' sources said it is not clear that Dynegy Holdings will
end up in bankruptcy and bondholders are looking at all their
options.

The bond swap offer, Reuters, noted, demands that bondholders
accept discounts of 30% or more on their current holdings.

Reuters noted that bondholders such as hedge fund Avenue Capital
Group have been angered by a recent shuffling of assets that has
put most of the company's power plants beyond their reach.  The
asset shuffling left Dynegy Holding with the bond debt and two
unprofitable leased power plants.  Reuters noted that bankruptcy
would allow Dynegy Holding to restructure the two power plant
leases, but it might also give bondholders a way to challenge the
asset shuffling that they have said amounted to asset stripping to
benefit shareholders.

According to Reuters, CreditSights analyst Andy DeVries said
bondholders believe they will fare better in bankruptcy.

                         About Dynegy Inc.

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

                          Failed Sale

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

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

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

                       Bankruptcy Warning

Dynegy has warned shareholders it might be forced into bankruptcy
if it is unable to renegotiate the terms of its existing debt.
Dynegy has hired White & Case LLP for legal advice and turned to
Lazard Freres & Co. LLC for financial advisory services.

The Company's balance sheet at June 30, 2011, showed $9.79 billion
in total assets, $7.26 billion in total liabilities, and
$2.52 billion in total stockholders' equity.

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

In August 2011, the Company conducted an internal restructuring
that reshuffled good and bad assets to separate entities.  The
move placed coal and gas-fired power plants into bankruptcy-proof
entities.  Dynegy Holding was established to hold billion dollars
in bond debt and two unprofitable leased power plants.  The
bondholders have challenged the "asset-stripping" in state court
calling it fraudulent.

                           *     *     *

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


EASTMAN KODAK: Fitch Withdraws 'C' Senior Unsecured Debt Rating
---------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the long-term Issuer
Default Rating (IDR) and issue ratings of Eastman Kodak Company.
Fitch has decided to discontinue the rating, which is
uncompensated.

Fitch affirms and withdraws the following ratings:

  -- Issuer Default Rating (IDR) at 'CC';
  -- Senior secured revolving credit facility (RCF) at 'B/RR1';
  -- Senior secured second priority debt at 'B-/RR1';
  -- Senior unsecured debt at 'C/RR5'.


EL TORO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: El Toro Meat Shop
        1412 West First Street
        Santa Ana, CA 92703

Bankruptcy Case No.: 11-24865

Chapter 11 Petition Date: October 26, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Matthew E. Faler, Esq.
                  LAW OFFICES OF MATTHEW E. FALER
                  17330 Brookhurst Street, Suite 240
                  Fountain Valley, CA 92708
                  Tel: (714) 465-4433
                  Fax: (714) 965-7823
                  E-mail: mfaler@failer-law.com

Scheduled Assets: $285,000

Scheduled Debts: $4,388,335

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-24865.pdf

The petition was signed by Sergio S. Bonilla, managing partner.

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Joe Bonilla                           05-16898            09/21/05


ENEA SQUARE: Can Use NUCP Cash Collateral to Pay November Expenses
------------------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California has approved a stipulation between
secured creditor NUCP Fund I, LLC, and Enea Square Partners LP on
the use of cash collateral to pay certain accounts payable
totaling $81,417 for the month of November 2011, and to pay
salaries/wages totaling $22,800 for the following persons during
November 2011:

     Joan Enea-Lopez and Judy Ewing (Total)     $12,500
     David Enea                                  $4,500
     Mimi Enea                                   $3,560
     Molly Enea                                  $2,240

The Debtor is also authorized to pay up to and only up to a total
of $7,110 for November 2011 insurance premiums for the following
insurance providers: Anthem Blue Cross, Blue Shield of California,
Small Business Benefit Plan Trust, and Kaiser Permanente.

The Debtor is directed immediately to deposit (a) $14,500 in Union
Bank Account No. 2180066627 representing sequestration of funds
for payment of 2011-2012 Tax Year Property Taxes (November 2011),
(b) $7,400 in Union Bank Account No. 2180066627 representing
sequestration of funds for past due real property taxes (November
2011), (c) $1,000 in Union Bank Account No. 2180066619
representing sequestration of funds for tenant deposits (November
2011), (D) 3,000 in Union Bank Account No. 2180066635 representing
sequestration of funds for tenant improvements / Broker
Commissions (November 2011).

In addition, on account of "adequate protection" for the month of
November 2011, Debtor is authorized and directed immediately to
disburse $32,500 to NUCP.

This order relates to the Debtor's real property and improvements
located at 1450 Enea Circle, 1465D Enea Circle, 1465E Enea Circle,
1485 Enea Court, and 1470 Enea Circle, in Concord, California,
which are encumbered in favor of NUCP, as successor-in-interest of
Comerica Bank.  The revenues generated by these properties
constitute cash collateral of NUCP

As reported in the TCR on May 24, 2011, NUCP asserts a claim
amounting to $19,500,000.

NUCP is represented by:

         Robert F. Kidd, Esq.
         DONAHUE GALLAGHER WOODS LLP
         1999 Harrison Street, 25th Floor
         Oakland, California 94612
         Tel: (510) 451-0544
         Fax: (510) 832-1486
         E-mail: robert@donahue.com

                    About Enea Square Partners

Enea Square Partners, LP, is the owner of commercial property
including five parcels located in Concord, California.  Enea
Square filed for Chapter 11 protection (Bankr. N.D. Calif. Case
No. 11-44888) on May 4, 2011.  Bankruptcy Judge Roger L. Efremsky
presides over the case.  Chris D. Kuhner, Esq., at Kornfield,
Nyberg, Bendes & Kuhner, in Oakland, Calif., represents the Debtor
in its restructuring effort.  The Debtor estimated assets and
debts at $10 million to $50 million.


ENER1 INC: Melissa Debes Resigns as CAO and EnerDel CFO
-------------------------------------------------------
Melissa Debes resigned from her positions as Chief Accounting
Officer of Ener1, Inc., and as Chief Financial Officer of the
Company's EnerDel, Inc., subsidiary.

                           About Ener1

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

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

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

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


ENERGY AND POWER: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Energy and Power Solutions Inc. aka EPS Corp. filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $7,497,854
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,173,867
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $117,990
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,122,675
                                 -----------      -----------
        TOTAL                    $7,497,854       $11,414,534

                  About Energy and Power Solutions

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

Frank Cardigan, the Assistant U.S. Trustee for Region 16,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Energy and Power Solutions.


FAMILY TIES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Family Ties, Inc.
        dba Eight Ball Inn
        P.O. Box 477
        Black Eagle, MT 59414

Bankruptcy Case No.: 11-62061

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Gary S. Deschenes, Esq.
                  DESCHENES & SULLIVAN LAW OFFICES
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: (406) 761-6112
                  E-mail: descheneslaw@dslawoffices.net

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 John L. Barnes, officer.


FNB UNITED: DBD Cayman Discloses 23.3% Equity Stake
---------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, DBD Cayman Holdings, Ltd., and its affiliates
disclosed that they beneficially own 493,031,250 shares of common
stock of FNB United Corp. representing 23.37% of the shares
outstanding.  The percentage is based on 2,109,638,988 shares of
common stock of the Company outstanding as of the close of
business on Oct. 21, 2011.  A full-text copy of the Schedule 13D
is available for free at http://is.gd/zuhTVh

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company's balance sheet at June 30, 2011, showed $1.72 billion
in total assets, $1.83 billion in total liabilities and a $113.71
million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


FNB UNITED: OHCP MGP Discloses 23.3% Equity Stake
-------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, OHCP MGP III, Ltd., and its affiliates disclosed that
they beneficially own 493,031,250 shares of common stock of FNB
United Corp. representing 23.37% of the shares outstanding.  The
percentage is based on 2,109,638,988 shares of common stock of the
Company outstanding as of the close of business on Oct. 21, 2011.
A full-text copy of the Schedule 13D is available for free at:

                        http://is.gd/t6mYF7

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company's balance sheet at June 30, 2011, showed $1.72 billion
in total assets, $1.83 billion in total liabilities and a $113.71
million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


GARY-WILLIAMS ENERGY: S&P Puts 'B' CCR on Watch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Gary-
Williams Energy Corp. (Gary-Williams), including the 'B' corporate
credit rating, on CreditWatch with positive implications.

"The rating action follows the announcement that CVR Energy Inc.
will acquire Gary-Williams and its Wynnewood, Okla. refinery for
approximately $625 million, inclusive of approximately $100
million of working capital," said Standard & Poor's credit analyst
Marc D. Bromberg. CVR will fund the acquisition with approximately
$250 million of debt and the remainder with cash. The company
expects the transaction to close by year-end 2011. Incorporating
voluntary and scheduled amortization payments on its term loan
to date, Gary-Williams' pro forma funded debt was about $50
million on June 30, 2011.

Key elements in resolving the CreditWatch will be Gary-Williams
credit profile and its strategic importance to CVR and whether CVR
will provide a guarantee. The transaction is subject to regulatory
approval. "We expect to comment on any notching implications on or
near the close of the transaction," S&P related.


GAYLORD ENTERTAINMENT: S&P Raises Corp. Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Nashville, Tenn.-based Gaylord Entertainment Co. to 'B+'
from 'B', and removed the rating from CreditWatch, where it was
placed with positive implications on June 23, 2011. The rating
outlook is stable.

"In conjunction with the upgrade, we raised our issue-level rating
on Gaylord's senior unsecured debt to 'B' (one notch lower than
the corporate credit rating) from 'B-'. The recovery rating
remains at '5', indicating our expectation of modest (10% to 30%)
recovery for lenders in the event of a payment default," S&P
related.

"The upgrade reflects improved credit metrics, which we believe
Gaylord can sustain in line with the 'B+' rating over the next
several years. We have factored into this expectation the
additional borrowing that will be required to finance the $800
million development of the proposed 1,500-room Gaylord branded
hotel and convention center in the Denver metropolitan market
(specifically in Aurora, Colo.). Furthermore, we believe the
proposed addition of the Aurora property will enhance Gaylord's
business by increasing its distribution system, adding a key
Western U.S. convention market to the company's largely Eastern
U.S. hotel platform," S&P said.

"Our rating incorporates our expectation that total RevPAR at
Gaylord will be in the low-single-digit area in 2012. From 2013 to
2015, we anticipate a similar low-single-digit total RevPAR growth
rate. We have also incorporated into the current rating EBITDA
growth at existing properties in the low- to mid-single-digit
range over the next several years. About 60% of Gaylord's
revenue is generated from out-of-the-room spending by guests, and
we are particularly cautious in our operating assumptions given an
expected difficult U.S. economic environment over the next few
years. This could lead to cutbacks in spending by large groups
that stay at Gaylord resorts. Still, we believe that relatively
good performance at the company's Gaylord Opryland hotel and
renovations at the Gaylord Texan and Gaylord Palms properties will
support total RevPAR and EBITDA growth in 2012 and over the next
several years. Additionally, Gaylord has demonstrated some success
building its transient business, where it could potentially pick
up occupancy points during its off-peak periods on weekends and
holidays," S&P related.


GENERAL MOTORS: No Hearing Set on $2.7BB Hedge Fund Claims
----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that a New York
bankruptcy judge declined last week Friday to set a hearing date
for a dispute over nearly $2.7 billion in claims by hedge funds
and others in the bankruptcy of the former General Motors Corp.,
saying attorneys for both sides were "smoking dope" if they
thought the hearing would only last four days.

                          About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the
world's largest automakers, traces its roots back to 1908.  GM
employs 208,000 people in every major region of the world and does
business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of General
Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old
GM's bankruptcy filing.  The U.S. government once owned as much as
60.8% stake in New GM on account of the financing it provided to
the bankrupt entity.  The deal was closed July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default Ratings
of New GM, General Motors Holdings LLC, and General Motors
Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and revised
the rating outlook to stable from positive. "We also raised our
issue-level rating on GM's debt to 'BBB' from 'BB+'; the recovery
rating remains at '1'," S&P said.

                     About Motors Liquidation

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

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENTIVA HEALTH: Seeks Waiver of Compliance With Fin'l Covenants
---------------------------------------------------------------
Gentiva Health Services, Inc. is in discussions with its lenders
under the Credit Agreement to seek a waiver of compliance with its
financial covenants for the fourth quarter of 2011.

Total net revenues of $449.7 million, an increase of 18% compared
to $379.7 million for the quarter ended October 3, 2010. Net
revenues included home health episodic revenues of $219.6 million,
a decline of 3% compared to $227.4 million in the 2010 third
quarter.

Loss from continuing operations attributable to Gentiva
shareholders of $479.7 million, or $15.68 per diluted share. In
the third quarter of 2010, income from continuing operations
attributable to Gentiva shareholders was $8.1 million, or $0.27
per diluted share.

A full text copy of the Company's third quarter results is
available free at:

                http://ResearchArchives.com/t/s?7740

Gentiva Health Services, Inc. is the largest provider of home
health and hospice services in the United States based on revenue.


GENTIVA HEALTH: S&P Cuts Corporate to 'B-'; Default Looms in Q4
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta-based Gentiva Health Services Inc. to 'B-' from
'B'. The company is on CreditWatch with negative implications. "At
the same time, we lowered our senior secured issue-level rating on
the senior secured debt to 'B' from 'B+' (one notch above the
corporate credit rating). The recovery rating of '2', indicating
our expectation for substantial (70% to 90%) recovery in the event
of payment default, remains the same," S&P related.

"We also lowered the issue-level rating on the senior unsecured
notes to 'CCC' from 'CCC+' (two notches below the corporate credit
rating). The recovery rating of '6' indicating our expectation for
negligible recovery (0% to 10%) remains the same," S&P said.

The downgrade on Gentiva Health Services Inc. follows the
company's announcement of a possible technical default on debt
covenants in the fourth quarter, when covenants step down to 4.5x
from 4.75x, following planned one-time restructuring charges.
"This follows an earlier downgrade in August 2011 due to
underperformance of Gentiva's earnings relative to our
expectations, as a result of 2011 Medicare reimbursement changes
that we believed could lead to a covenant violation in 2012. The
company continues to face challenges to its business that include
further significant changes to Medicare home health reimbursement,
one of which is a January 2012 2.3% cut. Another challenge is how
CMS reimburses for episodes and certain diagnostic codes, which
will likely result in a steeper rate cut. Additionally, recent
announcements of Senate Finance Committee investigation findings
of suspicious reimbursement practices have also resulted in
negative publicity," S&P related.

"The ratings on Gentiva reflect the company's vulnerable business
risk profile, based on its significant reliance on Medicare
payments that continue to be under pressure, particularly in the
home health sector," said Standard & Poor's credit analyst Tahira
Wright.

                             CreditWatch

The CreditWatch with negative implications incorporates the
likelihood that Gentiva would technically default on its debt
covenants, if it is unable to obtain a waiver from its lenders in
the fourth quarter of 2011. "We continue to assess the
implications of 2012 rate cuts on Gentiva's business. We believe
the company will continue to seek ways to reduce costs. Success in
this regard and in the renegotiation of covenants with its
lenders, could lead us to affirm the ratings and remove them from
CreditWatch," S&P said.


GGIS INSURANCE: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GGIS Insurance Services, Inc
        2550 North Hollywood Way, Suite 120
        Burbank, CA 91505

Bankruptcy Case No.: 11-55646

Chapter 11 Petition Date: November 2, 2011

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

Judge: Barry Russell

Debtor's Counsel: Rick Gaxiola, Esq.
                  LAW OFFICE OF RICK GAXIOLA
                  8556 Nuevo Avenue
                  Fontana, CA 92335
                  Tel: (909) 356-9596
                  Fax: (909) 385-1065
                  E-mail: gaxlaw@charter.net

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

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

The petition was signed by Richard Acunto, CEO & president.

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lincoln General Insurance Company  --                   $2,000,000
3501 Concord Road, P.O. Box 3709
York, PA 17404

Richard Acunto                     --                     $761,000
1024 Lexington Road
Beverly Hills, CA 90210

Survival Insurance Inc.            --                     $714,907
2550 North Hollywood Way, Suite 120
Burbank, CA 91505

Michelman & Robinson LLP (EOS)     --                     $700,000
15760 Ventura Boulevard
5th Floor
Encino, CA 91403

Maguire Properties                 --                     $520,000
355 South Grand Avenue, Suite 3300
Los Angeles, CA 90071

Fox Rothchild                      --                     $231,000

GT Legal Corp                      --                     $188,000

Pitney Bowes                       --                     $171,031

Y. Mohamad Ali                     --                      $65,000

IRS                                --                      $43,000

Insuresuite.Inc                    --                      $31,000

EDD                                --                      $15,608

City Of Glendale                   --                       $1,458


GMF ENTERPRISE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: GMF Enterprise LP
        1010 West Magnolia Boulevard
        Burbank, CA 91506

Bankruptcy Case No.: 11-54793

Chapter 11 Petition Date: October 28, 2011

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

Judge: Thomas B. Donovan

Debtor's Counsel: Rick Gaxiola, Esq.
                  LAW OFFICES OF RICK GAXIOLA
                  8556 Nuevo Avenue
                  Fontana, CA 92335
                  Tel: (909) 356-9596
                  Fax: (909) 385-1065
                  E-mail: gaxlaw@charter.net

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

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

The petition was signed by Ghegham Ter-Mikrtchyan, partner.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CDC Small Business Finance Co.     Office Building        $597,000
925 Fort Stockton Drive
San Diego, CA 92103


GRADY SMOAK: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grady Smoak Groves, Inc.
        P.O. Box 39
        Lake Placid, FL 33862-0039

Bankruptcy Case No.: 11-39564

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Kenneth S Rappaport, Esq.
                  Tarek K. Kiem, Esq.
                  RAPPAPORT OSBORNE & RAPPAPORT PL
                  1300 N Federal Hwy #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  Fax: (561) 338-0350
                  Email: rappaport@kennethrappaportlawoffice.com

Scheduled Assets: $2,000,000

Scheduled Debts: $2,800,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-39564.pdf

The petition was signed by Marilyn S. Mason, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
George Mason Citrus, Inc.              11-34921   09/06/11


GRAND OAKS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Grand Oaks Lofts LLC
        1314 Westwood Boulevard, Suite 208
        Los Angeles, CA 90024

Bankruptcy Case No.: 11-54619

Chapter 11 Petition Date: October 26, 2011

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

Judge: Ellen Carroll

Debtor's Counsel: Eric Bensamochan, Esq.
                  BENSAMOCHAN & POGHOSYAN, LLP
                  16861 Ventura Boulevard, Suite 300
                  Encino, CA 91436
                  Tel: (818) 574-5740
                  Fax: (818) 961-0138
                  E-mail: eric@easy-law.net

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

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

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-54619.pdf

The petition was signed by Yehuda Benezra.


GREAT ATLANTIC: Proposes Exit Financing From Yucaipa, et al.
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. is seeking approval
of new investments that would enable the supermarket operator to
confirm a bankruptcy reorganization plan by February.  The
investors financing the plan include Yucaipa Cos., a preferred
stockholder, and funds managed by an affiliate of Goldman Sachs
Group Inc. and Mount Kellett Capital Management LP, which together
hold 80% of A&P's convertible notes, according to a court filing
Nov. 3.

According to the report, the investment would bring A&P $490
million in debt and equity financing, designed so that $40 million
in cash would be available for distribution to unsecured
creditors.  The investors would purchase $210 million of new
second-lien debt at a 5% discount to yield $200 million.  In
addition, they would acquire $210 million in new third-lien debt
while making an $80 million equity investment. In return, they
would receive all the new stock.

The report discloses that existing financing for the Chapter 11
case would be refinanced, while second-lien debt is to be paid in
full.  The financing requires labor-saving agreements with unions.
The company said it "hopes to obtain" approval from the unsecured
creditors' committee in the near future.

Mr. Rochelle notes A&P will have the opportunity to obtain a more
favorable deal.  If another offer is accepted, the investors will
receive a $20 million breakup fee.  If there is no other investor
and the deal is completed, the investors will receive a commitment
fee at closing represented by $40 million in third-lien debt.  In
addition, Yucaipa will receive 10-year warrants for 7% of the
common stock exercisable at a price based on a $725 million equity
value.

The financing agreement, according to the report, requires filing
a Chapter 11 plan by Dec. 2.  The explanatory disclosure statement
must be approved by Jan. 6, and the plan itself must be confirmed
by Feb. 14.  There will be a Nov. 14 hearing to approve the
investment arrangement.

The new board will have seven members, with two each for New York-
based Goldman Sachs and New York-based Mount Kellett.  Los
Angeles-based Yucaipa will have Chairman Ron Burkle on the board
as A&P's chairman.

                  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.


HARRISBURG, PA: Has Green Light to Pay Insurance, Vendors & Wages
-----------------------------------------------------------------
Mark Shade at Thomson Reuters News & Insight reports that U.S.
Bankruptcy Court Judge Mary France approved on Nov. 1, 2011, a
motion allowing Pennsylvania's capital city of Harrisburg to pay
insurance and service providers, city employees, and vendors of
goods and services.

According to the report, Harrisburg Mayor Linda Thompson had asked
the court for permission to keep payments going.  Mayor Thompson
said payments to pre-petition vendors were stayed when the city
council filed its petition for Chapter 9 municipal bankruptcy
protection on Oct. 11.

The report says Judge France said her order will "send a message
to the public that if you have an agreement with the city then
you're going to get paid."

The report relates that the attorney who filed the bankruptcy
petition for the Harrisburg City Council said city officials might
use the judge's decision as a way to send the message that
Harrisburg, despite its financial problems, still has money to
perform its vital services.  The attorney, Mark Schwartz, Esq.,
also argued that the court did not need to issue what he called "a
comfort order."  He blamed "media hysteria and deliberate
hysteria" for the concern that vendors would not be paid.

The report notes Christopher Fisher, Esq., an attorney with Tucker
Arensberg in Lemoyne, Pennsylvania, who is representing the city,
said the order was needed to "provide confidence and certainty" to
vendors who have questions about the bankruptcy proceedings.

Judge France granted a one-week extension, giving Mr. Schwartz
until Nov. 14 to respond.  Reply briefs will be due five days
after Mr. Schwartz enters his response, notes the report.

The report says the hearing to determine the validity of the city
council's petition for federal bankruptcy protection will still be
held Nov. 23 in Harrisburg.

                       About Harrisburg, PA

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.

Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.

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.


HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 73.86 cents-on-
the-dollar during the week ended Friday, Nov. 4, 2011, an increase
of 1.22 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 116 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

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

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

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

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


HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 97.93 cents-
on-the-dollar during the week ended Friday, Nov. 4, 2011, an
increase of 1.15 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
11, 2013, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
116 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Hercules Offshore

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

Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $16.99 million on $162.99 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$15.06 million on $157.61 million of revenue for the same period
during the prior year.

The Company also reported a net loss of $54.64 million on $492.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $50 million on $460.06 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.05
billion in total assets, $1.12 billion in total liabilities and
$928.65 million in total stockholders' equity.

                           *     *     *

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.  Hercules reported a net loss of $37.65 million on
$329.58 million of revenue for the six months ended June 30, 2011,
compared with a net loss of $34.94 million on $302.45 million of
revenue for the same period during the prior year.  The Company's
balance sheet at June 30, 2011, showed $2.09 billion in total
assets, $1.14 billion in total liabilities, and $944.48 million in
stockholders' equity.


HI-GRADE MEATS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hi-Grade Meats, Inc.
        2160 South West Temple
        Salt Lake City, UT 84115

Bankruptcy Case No.: 11-35521

Chapter 11 Petition Date: October 26, 2011

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

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 413-1620
                  E-mail: annadrake@att.net

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 Kenneth A. Lipmann, president.


HONDO MINERALS: KWCO PC Raises Going Concern Doubt
--------------------------------------------------
Hondo Minerals Corporation, formerly Tycore Ventures Inc., filed
on Oct. 31, 2011, its annual report on Form 10-K for the fiscal
year ended July 31, 2011.

KWCO, PC, in Odessa, Texas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited cash, no revenues, and
limited capital resources.

The Company reported a net loss of $1.8 million for the fiscal
year ended July 31, 2011, compared with a net loss of $1.0 million
for the fiscal year ended July 31, 2010.

The Company has generated no revenues since inception.

The Company's balance sheet at July 31, 2011, showed
$10.2 million in total assets, $308,325 in total liabilities, all
current, and stockholders' equity of $9.9 million.

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

                       http://is.gd/eiu9e7

Addison, Tex.-based Hondo Minerals, Inc., is engaged in the
acquisition of mines, mining claims and mining real estate in the
United States, Canada and Mexico with mineral reserves consisting
of precious metals or non-ferrous metals.  Hondo owns the
Tennessee and Schuylkill Mines in the Wallapai Mining District
near Chloride, Mohave County, Arizona.  The Tennessee Mine
operated from the late 1800's until 1947 producing lead, zinc,
gold and silver.  The Tennessee Mine includes a one million ton
tailings pile and is adjacent to the Schuylkill Mine.  Hondo also
owns 24 mining claims in the Cripple Creek, Teller County,
Colorado area.  However, the properties are not in operation at
this time.  Additionally, Hondo owns another patented mining claim
in Juab County, Utah known as the Sullivan Lode and 9 unpatented
mining claims in Iron County, Utah referred to as War Eagle.
Neither site is in operation at this time.


HORIZON LINES: Seeks OK to Issue Warrants in Lieu of Cash
---------------------------------------------------------
Horizon Lines, Inc., is asking stockholders, among other items, to
approve an amendment to the Company's existing certificate of
incorporation to authorize the issuance of warrants in lieu of
cash or redemption notes as consideration for the Company's
redemption of shares of its common stock that constitute "excess
shares" to facilitate compliance with the Jones Act.

If stockholders approve the Charter Amendment and the Board of
Directors of the Company implements the Charter Amendment, the
Company intends to enter into a warrant agreement with The Bank of
New York Trust Company, N.A., as warrant agent, as soon as
reasonably practicable.  Each warrant, which would be issued to
redeem an "excess share" of the Company's common stock, will
entitle the holder to purchase one share of the Company's common
stock at a price of $0.01 per share, subject to certain
adjustments.

If stockholders approve the Charter Amendment and the Board of
Directors of the Company implements the Charter Amendment, the
Company intends to enter into the indenture with The Bank of New
York Trust Company, N.A., as trustee, as soon as reasonably
practicable.  The redemption notes may be issued in consideration
for "excess shares" and will interest-bearing promissory notes of
the Company with a maturity of not more than 10 years from the
date of issue and bear interest at a fixed rate equal to the yield
on the U.S.  Treasury Note having a maturity comparable to the
term of those promissory notes as published in The Wall Street
Journal or comparable publication at the time of the issuance of
the redemption notes.

                       About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

                          *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOVNANIAN ENTERPRISES: Raised by S&P to 'CCC-' from 'SD'
--------------------------------------------------------
Standard & Poor's Ratings Services on Nov. 3raised its corporate
credit rating on Hovnanian Enterprises Inc. (Hovnanian) to 'CCC-'
from 'SD' (selective default). "We also raised our ratings on the
company's 10.625% senior secured notes due 2016 to 'CCC-' from
'CC' and senior unsecured notes to 'CC' from 'D'. The '3' recovery
rating on the senior secured notes and the '6' recovery rating on
the senior unsecured notes remain unchanged," S&P stated.

"At the same time, we affirmed our 'CC' rating on the company's
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021. The recovery rating remains at
'5', indicating our expectation for a modest (10%-30%) recovery in
the event of a payment default. For more details, please see
'Recovery Report: Hovnanian Enterprises, Inc.'s Recovery Rating
Profile,' published Oct. 27, 2011, on RatingsDirect. We also
affirmed our rating on the preferred securities at 'C'," S&P
related.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

The negative outlook reflects the company's constrained liquidity.
"We expect Hovnanian's cash position to diminish if the company
continues investing in new land while demand remains low and the
company continues generating losses. We will lower our ratings if
housing operations continue to burn cash and the company cannot
raise additional capital or we believe a distressed debt exchange
or debt restructuring is likely. We would consider raising our
ratings on Hovnanian if housing demand strengthens such that
volume levels grow to support the company moving toward
profitability, which would better position Hovnanian to ultimately
recapitalize its balance sheet," S&P stated.

                         Selective Default

Standard & Poor's Ratings Services on Nov. 2 lowered its corporate
credit rating on Hovnanian Enterprises Inc. (Hovnanian) to 'SD'
from 'CC'. "We also lowered our ratings on the companies' rated
senior unsecured notes to 'D' from 'C'. The recovery rating on
these
issues remain unchanged at '6', indicating our expectation of
negligible (0%-10%) recovery for lenders in the event of a payment
default," S&P said.

"In addition, we assigned our 'CC' issue-level rating to the
company's new $141.8 million 5% senior secured notes due 2021 and
$53.2 million 2% senior secured notes due 2021. We also assigned a
recovery rating of '5' to these issues, indicating our expectation
of modest (10%-30%) recovery for lenders in the event of a payment
default. The company issued these new notes in exchange for a
portion of its outstanding senior unsecured notes," S&P stated.

"The rating actions follow the company's announcement that it
completed its debt exchange offer," said credit analyst George
Skoufis. "The company exchanged $195 million of its seven series
of senior unsecured notes for $195 million of new senior secured
notes, which comprise $141.8 million 5% senior secured notes due
2021 and $53.2 million 2% senior secured notes due 2021."

"Under our criteria, we view the tender offer as distressed and
tantamount to a default given the company's stressed and highly
leveraged financial risk profile," S&P related.


IGLESIA APOSTOLICA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Iglesia Apostolica Ministerios Hispanos
        10900 50th Street
        Mira Loma, CA 91752

Bankruptcy Case No.: 11-43530

Chapter 11 Petition Date: October 28, 2011

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

Judge: Wayne E. Johnson

Debtor's Counsel: Paul E. St. Amant, Esq.
                  LAW OFFICE OF PAUL ST. AMANT
                  8600 Utica Avenue, Suite 100
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 660-8760
                  E-mail: paul@consumer-legal-centers.com

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

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

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

The petition was signed by Samuel Padilla, president.


IMPERIAL CAPITAL: Files Chapter 11 Plan of Reorganization
---------------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp and
Holdco Advisors filed with the U.S. Bankruptcy Court a Chapter 11
Plan of Reorganization and related Disclosure Statement.

According to the Disclosure Statement, the Plan provides for the
reorganization of the Debtor and for Holders of certain Allowed
Claims to receive equity in the Reorganized Debtor, with the
option for each Holder of General Unsecured Claims to receive
instead a "cash out" right of payment and/or a security that
results in cash from certain of the Debtor's assets, including
Cash held by the Debtor as of the Effective Date. In order to
effectuate the Distributions, the Plan provides that all of the
assets of the Debtor's Estate (including Causes of Action not
expressly released under the Plan) shall vest in the Reorganized
Debtor.

The Reorganized Debtor shall continue to operate the Debtor's
business as a going concern in the real estate and financial
services sectors, and will pursue litigation, including litigation
with the FDIC, and make Distributions under the Plan. The New
Board shall be appointed as of the Effective Date and shall be
responsible for implementing the Plan and operating the business
of the Reorganized Debtor.

The Plan Proponents believe that the Plan maximizes recoveries for
Holders of Allowed Claims and strongly recommends that creditors
vote to accept the Plan.  The Plan Proponents believe that any
alternative to confirmation of the Plan, such as a conversion of
the Case to a case under chapter 7 of the Bankruptcy Code would
result in significant delay, litigation, and additional costs,
and, ultimately, would lower the recoveries for all Holders of
Allowed Claims.

                  About Imperial Capital Bancorp

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

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

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


INPHASE TECHNOLOGIES: Lender Acadia Wants to Proceed With IP Sale
-----------------------------------------------------------------
Acadia Woods Partners LLC has asked the Bankruptcy Court to
terminate the automatic stay in InPhase Technologies Inc.'s
bankruptcy.  Acadia intends to proceed with the Article 9 sale of
certain of the Debtor's property.  The sale was scheduled to begin
less than one hour before the Chapter 11 was filed.  Acadia seeks
to proceed with the sale pursuant to a money judgment and judgment
granting Acadia replevin to seize the property and proceed with
sale, which judgment was entered by the Boulder District Court
pursuant to a stipulation with the Debtor.

Acadia said it has been in possession of and paying to preserve
the collateral for several months, and the Debtor has not been
operational for well over a year.  Before it terminated operations
InPhase was attempting to develop a laser storage technology,
which was never fully developed or brought to market.  According
to Acadia, InPhases' assets, which consists Acadia's collateral,
are technology based and rapidly diminishing in value.

At the end of January 2010, the Debtor closed its doors and
terminated all of its employees.  It reopened and rehired
employees for several months in 2010 with funds loaned by Acadia
but shut its doors and terminated all remaining employees in
October 2010.

In March 2010, Acadia lent the Debtor $5,000,000, evidenced by a
Convertible Demand Note dated March 16, 2010, in the original
principal amount of $10,000,000.  The Debtor granted Acadia a
security agreement in all Collateral, defined by the Security
Agreement to include all of the Debtor's then existing and future
"Receivables," "Contracts," "Equipment," "General Intangibles,"
"Insurance Policies," "Licenses," "Intellectual Property" and
related proceeds.

The Loan was made by Acadia with the express, written agreement
that the Debtor was to receive additional funding of at least
$4 million from its controlling shareholders, Signal Lake Side
Fund LP and Signal Lake Side Fund II LP, concurrently with
Acadia's funding.  Contemporaneous with the Loan, the Signal
Entities acquired the majority of the Debtor's capital stock, in
part using funds advanced by Acadia to the Debtor.  The Signal
Entities received promissory notes totaling $30 million from the
Debtor in anticipation of future funds to be loaned by the Signal
Entities to the Debtor.  The Loan, coupled with funds to be
advance contemporaneously by the Signal Entities, was for the
purpose of restarting the Debtor's operations, to complete the
development of the Debtor's laser storage technology and to bring
that product to the market.  The Signal Entities, however, failed
to advance any new funds to the Debtor contemporaneous with the
Loan.

Acadia said it should not be forced to endure further delay
tactics by the Debtor and the Signal Entities.

                           About InPhase

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo.  Initial InPhase customers included
Turner Broadcasting.

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing.  The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.

Acadia Woods Partners LLC, a prepetition secured lender, is
represented in the case by:

          John C. Plotkin, Esq.
          GREGORY & PLOTKIN, LLC
          1331 17th St., Suite 800
          Denver, CO 80202
          Tel: (303) 292-1932


INPHASE TECH: No Status Conference But Court Wants Case Report
--------------------------------------------------------------
Judge Michael E. Romero directed InPhase Technologies, Inc., to
file with the Bankruptcy Court a status report by Dec. 5, 2011,
includes:

     1. The nature of the Debtor's business and the circumstances
which precipitated the filing of this bankruptcy proceeding.

     2. The Debtor's anticipated changes in operations, insurance
coverage, tax liability, use of cash collateral and other matters
pertinent to the Debtor's business or reorganization;

     3. The Debtor's operating financial projections for the
period preceding the filing of a plan of reorganization, a budget
for the professionals in the case, whether an unsecured creditors
committee has been formed, and any particularities of the
case which require resolution;

     4. A proposed schedule for the filing of any required amended
schedules, a disclosure statement, plan of reorganization, a bar
date for filing proofs of claims and objections to claims and, if
applicable, anticipated avoidance actions or other adversary
proceedings which are critical to the reorganization.

The Court conducted a preliminary review of the file and
determined that, in lieu of an initial status conference with the
Court, a status report should be filed by the Debtor to inform the
Court of the particulars of the Chapter 11 case.

                           About InPhase

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo.  Initial InPhase customers included
Turner Broadcasting.

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing.  The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.


INT'L RARITIES: Judge Kressel Junks US Trustee's Plan to Stop Case
------------------------------------------------------------------
Dan Browning at Star Tribune reports that U.S. Bankruptcy Judge
Robert Kressel rejected on Nov. 1, 2011, the U.S. trustee's
efforts to halt the reorganization of International Rarities Corp.
and either move it into liquidation or dismiss its petition from
the protective confines of the court.

According to the report, Michael Fadlovich, an attorney for the
U.S. trustee, argued that International Rarities is being "grossly
mismanaged" by its owner, David Marion, and by Stephen Hastings,
the CEO who was hired to turn the company around.  "Mr. Marion and
Mr. Hastings took more than $117,000 in pay for seven weeks -- 64
percent of the profits.  How can that not be gross mismanagement?"
Mr. Fadlovich argued.

Star Tribune relates Mr. Fadlovich said the company's workout plan
was untenable.  It depends heavily on Mr. Marion, who claims to be
working as a consultant but as the sole shareholder, has de facto
control over the company, he said.  Mr. Fadlovich noted that Mr.
Marion is under investigation by federal authorities on suspicion
of mail fraud, wire fraud and money laundering.

The report relates that Matthew Burton, Esq., an attorney
representing unsecured creditors, said his clients share many of
the concerns expressed by Mr. Fadlovich, but said it was premature
to convert the case to Chapter 7 liquidation.  The only chance the
unsecured creditors have for repayment is if the company's
fortunes can be reversed.

The report notes Joel Nesset, Esq., an attorney representing
International Rarities, said Mr. Marion has not had a chance to
respond to the fraud allegations.  "We do dispute some of the
facts" alleged by FBI special agent Jared Kary in his affidavit,
Mr. Nesset said.

In his ruling, Judge Kressel said that, though the allegations
against Mr. Marion are serious, "unfortunately, virtually all of
the U.S. trustee's basis for this is hearsay."

Coin dealer International Rarities Corp., in Minneapolis,
Minnesota, filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-45512) on Aug. 19, 2011, disclosing assets of
$1,353,295 and liabilities of $3,025,921.  Judge Robert J. Kressel
presides over the case.  Thomas G. Wallrich, Esq., at Hinshaw &
Culbertson LLP, represents the Debtor.  The U.S. Trustee for
Region 12 appointed creditors to serve on the Official Committee
of Unsecured Creditors for the Debtor's case.  Matthew Burton,
Esq. -- mburton@losgs.com -- at Leonard, O'Brien, Spencer, Gale &
Sayre, represents the creditors' committee.


INVESTORS LENDING: U.S. Trustee Forms 7-Member Creditors Committee
------------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending Group LLC.

The Creditors Committee members are:

      1. ATTN: Martin Pritzker
         4 Shady Oak Lane
         Savannah, GA 31411
         Tel: (912) 598-1064
         Fax: (912) 355-8329
         E-mail: pritzker@bellsouth.net

      2. ATTN: Kalman Baruch
         100 Stuart Street
         Savannah, GA 31405
         Tel: (912) 656-5236
         E-mail: deebaruch@gmail.com

      3. ATTN: Dana Saxton
         57 Bluff Drive
         Savannah, GA 31406
         Tel: (912) 352-7074
         E-mail: crsaxton@bellsouth.net

      4. ATTN: Sanford I. Rosenthal
         24 Delegal Road
         Savannah, GA 31411
         Tel: (912) 598-0411
         Fax: (912) 629-5802
         E-mail: golfdoc12@aol.com

      5. ATTN: Irwin Leon Aronson
         P.O. Box 996
         Savannah, GA 31402
         Tel: (912) 313-0840
         Fax: (912) 447-5141
         E-mail: ilabga@aol.com

      6. ATTN: David B. Bradley
         22 Harrell Drive
         Garden City, GA 31408
         Tel: (912) 964-0483
         Fax: (912) 964-0488
         E-mail: bradeyes@bellsouth.net

      7. ATTN: Harold B. Yellin
         410 Megan Court
         Savannah, GA 31405
         Tel: (912) 236-0261
         Fax: (912) 236-4936
         E-mail: hyellin@huntermaclean.com

               About Investors Lending Group LLC

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

James L. Drake, Jr., and James L. Drake, Jr. P.C., acts as counsel
who will represent the company in the matter as debtor-in-
possession.


IRVINE SENSORS: John Stuart Resigns as Chief Financial Officer
--------------------------------------------------------------
Irvine Sensors Corporation announced that John J. Stuart, Jr., the
Company's long-time Chief Financial Officer, has resigned that
position in anticipation of his retirement on Dec. 31, 2011.
Until Dec. 31, Mr. Stuart will remain Senior Vice President and
Chief Accounting Officer of Irvine Sensors with responsibilities
to act as the primary interface with outside auditors and counsel
for preparation of the Company's Form 10-K for fiscal 2011.

Succeeding Mr. Stuart as CFO is Dan A. Regalado, who joined Irvine
Sensors in September as Senior Vice President of Finance.  Mr.
Regalado is a seasoned multi-industry financial and operations
executive with international and multi-national experience.  Most
recently, Mr. Regalado was Special Projects CFO of several
companies, one of which was Wavien, Inc., a wholly-owned
subsidiary of Metromedia Company, one of the U.S.'s largest
private companies engaged in telecommunications and energy.  His
prior experience included positions as Executive Vice President &
Chief Financial and Operating Officer of Super Vision
International (now Nexxus Lighting Companies), Global Director of
Accounting and Interim CFO for Faro Technologies, Inc., and CFO
for North American Operations of Swank International Manufacturing
Co.  Mr. Regalado began his professional career with Arthur
Andersen in the Philippines where he holds a CPA license.  He
holds a Bachelor of Science in Accounting, with a minor in Finance
and Business Administration, from the University of Santo Tomas,
Manila.

"I am very pleased to join Irvine Sensors as Chief Financial
Officer at this pivotal time," said Mr. Regalado.  "I plan to work
closely with the executive management team and John Stuart as we
transition.  Moving forward, I expect to leverage my experience
alongside Bill Joll to drive the business and to continue our
business optimization efforts."

Bill Joll, president and CEO of Irvine Sensors commented regarding
the announcement, "First of all, I want to thank John Stuart for
his tireless efforts.  He has been an invaluable member of Irvine
Sensors' management team, and we wish him well in his transition."
Mr.Joll, further stated, "at the same time, we are very pleased to
secure someone with Dan Regalado's public company CFO experience
coupled with his global operations background in high-tech
commercial operations.  These skills will be vital as we continue
the transformation of the company and sharpen our focus of
delivering next generation cyber security products to both
government and commercial customers."

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3, 2010,
compared with a net loss of $914,700 on $11.54 million of revenues
for the fiscal year ended Sept. 27, 2009.

The Company's balance sheet at July 3, 2011, showed $12.16 million
in total assets, $29.49 million in total liabilities, and a
$17.32 million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.


JAMESON INN: JER Partners Fights Liability in Bankruptcies
----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that an affiliate of
real estate investment manager JER Partners last week asked a New
York judge to determine that it is not liable for private equity
firm Colony Capital LLC's guaranty agreements in litigation over
whether another lender forced several Jameson Inns Inc. affiliates
into bankruptcy.

                        About Jameson Inns

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

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.  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.  The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan.  All of the mezzanine loans
matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


KINGSBURY CORP: Court OKs Donnelly Penman as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized Kingsbury Corporation to employ Donnelly Penman &
Partners as its investment banker.  The Debtor selected Donnelly
Penman for its considerable experience in financial and investment
banking matters in general and in bankruptcy cases in particular
as well as its familiarity with the automotive and equipment
industries.

According to the Troubled Company Reporter on Oct. 28, 2011, as
investment banker, Donnelly Penman will, among other things:

    (a) prepare information describing the Debtor, its operations
        and financial performance;

    (b) conduct sell-side due diligence on the Debtor;

    (c) assist the Debtor and its counsel in conducting an auction
        of the Debtor under the auspices of the  Bankruptcy Court;
        and

    (d) provide relevant testimony at hearings before the
        Bankruptcy Court or other courts as the Debtor may
        request.

The Debtor will pay Donnelly Penman a cash fee out of the
Transaction Consideration for (i) 250,000 in the event the
Cumulative Consideration is less than $6 million, and (ii)
$250,000 plus 5% of the Cumulative Consideration above $6 million
in the event the Cumulative Consideration exceeds $6 million.

The Debtor will pay a non-refundable cash advisory fee to Donnelly
Penman to the extent its retention has not been terminated as of
the indicated dates:

   (i) $17,500 on approval of the retention by the Court; and

  (ii) $17,500 on the first day of each month commencing Nov. 1,
       2011, and continuing through the completion of a
       Transaction or termination of the retention.

The Debtor will reimburse Donnelly Penman for reasonable,
documented out-of-pocket expenses, provided however that the
expense reimbursement will not exceed $15,000.

The Retention Agreement also contains standard indemnification and
exculpation agreements consistent with the terms and provisions
used in other chapter 11 cases, and consistently approved by the
courts reviewing those provisions.

The Debtor believed that Donnelly Penman is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                        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.


LAS VEGAS RUSSELL: Has Until January 18 to File Chapter 11 Plan
---------------------------------------------------------------
Steve Green at Vegas Inc. reports that bankruptcy judge has
ordered
Las Vegas Russell Road LLC to file a plan of reorganization and a
disclosure statement with more financial details by Jan. 18, 2011.

According to the report, Las Vegas Russell's bankruptcy filing
came after Bank of America moved to foreclose on its two-building
light industrial complex at 8820-8840 W. Russell Road.

Vegas Inc. notes attorneys for Bank of America said Las Vegas
Russell Road was in default on a loan dating to 2007 for $13.118
million.  Las Vegas Russell Road, in its own filing, says its
five-acre Discovery Gateway Park consists of two buildings leased
to various tenants, one totaling 42,708 square feet with 13 units
and the other with 10 units totaling 47,374 square feet.

Vegas Inc. notes that the company said that just before Bank of
America's planned foreclosure sale on Oct. 18, 2011, it sold five
of the units in one of the buildings and forwarded the proceeds of
$2.1 million to the bank.

Vegas Inc. relates that Las Vegas Russell Road also said in its
bankruptcy filing that from February 2006 through June 2011 it was
current on its interest payments, that it had reduced the
principal balance due under the loan by more than $6.7 million and
that it disputed claims by Bank of America that it was in default.

Based in San Marino, California, Las Vegas Russell Road LLC filed
for Chapter 11 protection on Oct. 17, 2011 (Bankr. C.D. Calif.
Case No. 11-53302).  Judge Barry Russell presides over the case.
Victor A. Sahn, Esq., at Sulmeyerkupetz, represents the Debtor.
The Debtor estimated assets of between $1 million and $10 million,
and debts of $100,000 and $500,000.


LEED CORP: Stipulates With GMAC to Modify 2nd Amended Plan
----------------------------------------------------------
The Leed Corporation and GMAC Mortgage, LLC, have entered into a
stipulation modifying the Second Amended Plan of Leed Corp.

Under the stipulation, the Article Four (Distributions-Treatment
of Claims and Interests) Paragraph 2 (Secured Claims),
Subparagraph S. Class SC19 (commencing at page 25) of the Second
Amended Chapter 11 Plan of Reorganization dated June 23, 2011,
will be modified as follows:

     S. CLASS SC19: Class SC19 consists of the allowed secured
     claims of GMAC, specifically, Claims 42, 44, 45, 52, 62, 63,
     and 64, and as noted in the Debtor's schedules.  An effect of
     confirmation will be that the Debtor surrenders the real
     property to GMAC in full satisfaction of the allowed secured
     claims.

     Additionally, GMAC will be allowed general, unsecured claims
     for the deficiency amounts payable as a member of Class UC2.

     Further, GMAC's ballots will be deemed amended to accept the
     Plan, as modified in this Stipulation, and to the extent
     necessary the Parties hereby request Court approval of the
     amendment.

GMAC Mortgage, LLC, is represented by:

         Robert J. Maynes, Esq.
         P.O. Box 3005
         Idaho Falls, Idaho 83405
         Tel: (208) 552-6442
         Fax: (208) 522-1334
         E-mail: mayneslaw@hotmail.com

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEED CORP: Confirmation Hearing Continued to Nov. 9
---------------------------------------------------
The hearing on the confirmation of The Leed Corporation's Second
Amended Chapter 11 Plan of Reorganization has been continued to
Nov. 9, 2011, at 1:30 p.m.

The Plan consists of four components of the Debtor's operation,
namely the landscaping operations, the rental operations and real
property sales, the winding down of construction operations, and
the pending litigation.

According to the amended Disclosure Statement, the Debtor will (i)
return the Debtor's primary business operations back to its
landscaping business which has proven to be profitable over the
years; (ii) retain those rental properties that determines the
properties would be sold (or refinancing is obtained on more
favorable terms) - with the Net Sale Proceeds being distributed to
the unsecured creditors upon closing of the sale on each property;
(iii) constructions operations will be restricted to the
completion of the Old School Project, which homes can be
completed, in light of the settlement agreements proposed herein
and related financing, and sold for a profit - which Net Sale
Proceeds will be distributed to the unsecured creditors upon close
of the sale of each home; and (iv) the Plan provides that the Net
Litigation Recovery, if any, will be distributed to unsecured
creditors.

The Plan further provides that with respect to all operations,
except the landscaping operations, that the Debtor will continue
to manage its affairs under the Plan subject to the oversight and
input of the Official Committee of Unsecured Creditors for the
duration of the Plan.

A full-text copy of the June 23 Disclosure Statement is available
for free at http://bankrupt.com/misc/LEEDCORP_DS_1stamendment.pdf

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEHMAN BROTHERS: Wins Nod to Assume Agreement With Ritz-Carlton
---------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained court approval to assume an
agreement that would ensure Ritz-Carlton Hotel Company LLC's
continued management of a resort hotel and condominium in Hawaii.

The move is part of LBHI's plan to take title to the hotel after
it emerged as the winning bidder at a public auction of the
property on May 5, 2011.

Prior to the auction, the company won approval from the Hawaii
Circuit Court to foreclose on the mortgage on the property.  The
mortgage was executed by W2005 Kapalua/Gengate Hotel Realty LLC
to secure its $232.4 million loan from LBHI.

The agreement, known as Subordination, Non-Disturbance and
Attornment Agreement, requires LBHI to enter into a revised
management agreement with Ritz-Carlton.

The revised management agreement calls for Ritz-Carlton's
continued management of the hotel.  LBHI's designee, RCK Maui
LLC, will also assume certain obligations of W2005 Kapalua under
the revised management agreement.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Taiwan Bank to Assign Interest in $25MM Loan
-------------------------------------------------------------
Bank of Taiwan seeks court approval to assign or transfer its
interests in a promissory note it executed with Lehman Brothers
Holdings Inc.

The move comes after LBHI allegedly turned down Bank of Taiwan's
bid to assign or transfer its interests to a third party.  The
terms of the promissory note permit such assignment or transfer
but with prior approval from LBHI.

The promissory note was executed to evidence the $25 million loan
Bank of Taiwan provided to LBHI.  The company allegedly failed to
pay the loan.

Judge James Peck will hold a hearing on November 16, 2011, to
consider approval of the request.  The deadline for filing
objections is November 9, 2011.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3: Tranche B II Term Loan Matures on Sept. 1, 2018
--------------------------------------------------------
Level 3 Communications, Inc., previously disclosed entry into a
second amendment agreement to that certain amended and restated
credit agreement, dated as of April 16, 2009, as amended by that
certain First Amendment dated as of May 15, 2009, by and among the
Company, as guarantor, Level 3 Financing, Inc., a wholly owned
subsidiary of the Company, as borrower, Merrill Lynch Capital
Corporation, as Administrative Agent and Collateral Agent, and
certain other agents and lenders party thereto.  As previously
disclosed, the Second Amendment Agreement increased by $650
million the aggregate borrowings under the Existing Credit
Agreement through the incurrence of an additional Tranche.

The Company filed Amendment No. 2 to the Initial Form 8-K to
reflect that the correct maturity date of the Tranche B II Term
Loans is Sept. 1, 2018, and to attach the Amended and Restated
Credit Agreement, a full-text copy of which is available for free
at http://is.gd/sMSJvh

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at June 30, 2011, showed $8.86 billion
in total assets, $9.29 billion in total liabilities, and a
$432 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIBERATOR INC: Extends Closing of WMI Sale to Nov. 11
-----------------------------------------------------
Liberator, Inc., previously announced the signing of a definitive
Stock Purchase Agreement for the sale of the Company's subsidiary,
Web Merchants Inc. to Web Merchants Atlanta, LLC, an entity
controlled by the President and former majority shareholder of
WMI, Fred Petrenko.  The transaction described in the WMI Sale
Agreement was expected to close no later than Oct. 21, 2011.

On Oct. 21, 2011, the parties to the WMI Sale Agreement reached an
agreement to extend the closing date to Oct. 28, 2011, in exchange
for the payment to the Company of an additional non-refundable
deposit of $50,000, which brought the total non-refundable deposit
received to-date to $250,000, and reduced the amount to be paid to
the Company at closing to $450,000.

On Oct. 28, 2011, the parties to the WMI Sale Agreement reached an
agreement to extend the closing date to Nov. 11, 2011, in exchange
for the payment to the Company of a fully refundable deposit of
$50,000, which brings the total deposit received to-date to
$300,000, of which $50,000 is refundable and $250,000 is non-
refundable.  In the event the parties to the WMI Sale Agreement
consummate the transaction on or before the closing date, the
amount to be paid to the Company at closing will be reduced to
$400,000 and the Company will retain the current $50,000 deposit.
In the event that the parties to the WMI Sale Agreement do not
consummate the WMI Sale Agreement before the closing date, the
refundable deposit of $50,000 will be returned to the Purchaser
and the Company shall be entitled to retain the $250,000 non-
refundable deposit.

In addition, at closing, 25.4 million shares of Liberator common
stock held by Mr. Petrenko will be placed into escrow until
certain outstanding loans of the Company are either satisfied or
WMI and Mr. Petrenko have been provided with a written release of
any liability as a guarantor.

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at June 30, 2011, showed $6.88 million
in total assets, $5.52 million in total liabilities and $1.36
million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LOCAL INSIGHT: Wins Confirmation of Chapter 11 Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that affiliated yellow-pages publishers Caribe Media Inc.
and Local Insight Regatta Holdings Inc. both confirmed their
Chapter 11 plans Nov. 3 in U.S. Bankruptcy Court in Delaware.
Because Caribe was in Chapter 11 partly to pursue claims against
Local Insight, the two cases weren't consolidated.

According to the report, Caribe filed its plan in August.  The
plan calls for secured lenders owed $127 million to take ownership
and receive a $55 million loan, for a projected recovery of 77% to
93%.  Subordinated noteholders owed about $58.6 million are to
receive nothing under the plan.

Caribe Media sought relief in Chapter 11 so claims could be
brought against affiliates to recover $44.2 million in dividends
paid to the parent Local Insight between May 2009 and September
2010.

Local Insight is a group of publishers that filed under Chapter 11
in November 2010 after learning that the lenders failed to file
financing statements to perfect liens on collateral securing a
loan.  The Local Insight plan is predicated on the notion that the
Company and creditors would win a lawsuit to void the lien on
what's known as the Berry assets.  The plan calls for giving new
stock to the holders of the $339.3 million secured claim.

                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and
US$100% of Caribe Servicios de Informacion Dominicana, S.A., the
sole directory publisher in the Dominican Republic with the
exclusive right to publish under the brand of Codetel, the largest
telecom operator in the Dominican Republic.  Caribe Media is
wholly owned by CII Acquisition Holding Inc.  They are affiliates
of Local Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


LORAUX ENTERPRISES: Ignored Bank's Receivership & Foreclosure Suit
------------------------------------------------------------------
Steve Green at Vegas Inc. notes that Loraux Enterprises LLC didn't
file a response to U.S. Bank's:

   a) receivership lawsuit dated Sept. 13, 2011, which claims the
      Company failed to make principal and interest payments on
      the note since May 11 and that $2.959 million was due; and

   b) foreclosure lawsuit against the Company's property backing a
      $3 million loan issued in February 2007.

Mr. Green says the receivership and foreclosure lawsuit will be
put on hold at least temporarily by the bankruptcy.

Based in Monterey Park, California, Loraux Enterprises LLC filed
for Chapter 11 protection on Oct. 17, 2011 (Bankr. D. Nev. Case
No. 11-26337).  It owns two retail and professional buildings in
Henderson on Valle Verde Drive.  It was managed by Greta Loraux.
Judge Mike K. Nakagawa presides over the case.  James W. Kwon,
Esq., at James Kwon LLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and $10
million.


LYRIC OPERA: Cancels Remaining Productions for Season
-----------------------------------------------------
Lyric Opera San Diego said on Nov. 2, 2011, that it will cancel
the remainder of its season, two weeks after it filed for Chapter
11 bankruptcy protection.  Certain productions will no longer be
performed, and season-ticket holders will be contacted in the near
future about their purchases, according to Alex Tiscareno,
secretary of Lyric Opera's board of the directors.

Lyric Opera aka Birch North Park Theatre owns the 82-year-old
Birch North Park Theatre.  Lyric Opera filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 11-17068).  The Law Office
of Joseph Rego represents the Debtor.


M&M STONE: Has Access to Univest's Cash Collateral Until Nov. 14
----------------------------------------------------------------
The Hon. Bruce I. Fox of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania authorized, on a first interim basis, M&M
Stone Co. to use of cash collateral of Univest National Bank and
Trust Co.

Univest holds a secured interest in Debtor's real estate,
inventory, equipment, accounts receivable and assets in a sum in
of $2,186,560.

The other lender, Wm. G. Carpenter & Sons, Inc., holds a secured
interest in Debtor's real estate, inventory, equipment, accounts
receivable and assets in a sum of approximately $4,000,000.

The Debtor related that Univest is adequately protected in that
the total value of the Debtor-in-Possession's real estate is more
than $2,250,000.  The Debtor added that WGC is also adequately
protected.

Univest has consented to the use of cash collateral to fund its
business operations until Nov. 14, 2011.  The Debtor will must not
exceed 110% of the amount reflected in each line item of
categories set forth in the budget.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant Univest replacement lien in the
property of the Debtor.  The Debtor will provide Univest with
copies of all policies of property and liability insurance which
were effective and operative on the Petition Date.  The Debtor
will cause Univest to be named as an "additional insured/loss
payee" on all policies of property insurance insuring any real or
personal property of the Debtor or the Debtor's estate and as
"additional insured" under all liability insurance.

The Debtors set a Nov. 14, hearing at 11:00 a.m., for the
requested cash collateral access.  Objections, if any, are due
Nov. 9, at 5:00 p.m.

The Court also ordered that the Official Committee of Unsecured
Creditors, creditor or other party-in-interest will have 60 days
to contest the scope, validity, perfection or amount of Univest's
claim and liens.

                         About M&M Stone Co.

Telford, Pennsylvania-based M&M Stone Co. owns a quarry with a
recycling center.  The Company filed for Chapter 11 protection
(Bankr. E.D. Pa. Case No. 11-17266) on Sept. 18, 2011.  Judge Eric
L. Frank presides over the case.  Gregory R. Noonan, Esq., at
Walfish & Noonan, LLC, serves as counsel to the Debtor.  The
Company disclosed $18,977,748 in assets and $8,987,589 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Brian L. Carpenter, president.

Affiliate Drum Construction Company, Inc. (Bankr. E.D. Pa. Case
No. 11-14857) filed for Chapter 11 on June 17, 2011.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
four unsecured creditors to serve on the Official Committee of
Unsecured Creditors of M&M Stone Co.


MACHER PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Macher Properties LLC
        501 Bullitt Ave SE
        Roanoke, VA 24013

Bankruptcy Case No.: 11-72219

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Darren T. Delafield, Esq.
                  4311 Williamson Rd NW
                  Roanoke, Va 24012-2820
                  Tel: (540) 366-8665
                  Fax: (540) 366-8663
                  E-mail: delafieldpc@verizon.net

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 Dallas Powell, manager.


MADISON 92ND: Can Use GE Capital Cash Collateral Through Nov. 15
----------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York has approved a stipulation between
Madison 92nd Street Associates, LLC, General Electric Capital
Corp., and Courtyard Management Corporation on the use of cash
collateral through Nov. 15, 2011, pursuant to a budget.

Under the cash collateral stipulation, the Debtor and the
Courtyard Management may not exceed permitted expenditures in
excess of $75,000, in the aggregate, without the prior written
consent of GE Capital.

As adequate protection, the Debtor grants to GE Capital:

    (i) a first priority perfected replacement lien on all of the
        Debtor's property;

   (ii) a junior lien all property of the Debtor that is already
        encumbered as of the Petition Date by a valid, enforceable
        and non-avoidable lien; and

  (iii) an allowed superpriority administrative claim in an amount
        equal to the diminution in value of the Cash Collateral
        during the Budget Period with priority over all other
        administrative claims.

The GE lines are subject to a carve out of up to $250,000
aggregate for professional fees and U.S. Trustee quarterly fees,
with $100,000 of the carve out reserve for the examiner previously
appointed by order of the Bankruptcy Court.

As further adequate assurance, Courtyard Management will continue
to maintain property and operational insurance and the Debtor will
continue to maintain property insurance for the Hotel building.

GE Capital is represented by:

         Heath D. Rosenblat, Esq.
         Michael C. Rupe, Esq.
         Heath D. Rosenblat, Esq.
         KING & SPALDING LLP
         1185 Avenue of the Americas
         New York, New York 10036
         Tel: (212) 556-2100
         Fax: (212) 556-2222

Courtyard Management is represented by:

         Thomas R. Califano, Esq.
         William M. Goldman, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, New York 10020-1104
         Tel: (212) 335-4500
         Fax: (212) 335-4501

As reported in the TCR on Oct. 13, GE holds a mortgage on the
Debtor's real property located at 410 East 92nd Street, New York,
N.Y., improved by a hotel containing 226 rooms, known as "Upper
East Side Courtyard by Marriott".

As noted in the petition, the mortgage fell into default.  GE
ultimately obtained a consensual judgment of foreclosure, in the
amount of $74,007,716 and noticed a foreclosure sale of the hotel
for Aug. 24, 2011, which was stayed as a result of the Chapter 11
filing.

The Debtor expressly reserves all of its rights against Courtyard
and it is anticipated that a motion to reject the management
agreement with Courtyard will be filed in the upcoming weeks.  In
the near term, the parties are in agreement that the status quo
should be maintained, so that there is a continuing flow of funds
to pay both operating expenses and debt service to GE while the
larger issues are addressed at a later date.

Thus, the parties have agreed for a combination of the management,
payment and sweep procedures historically utilized to operate the
hotel.  All receipts will continue to be collected by Courtyard,
which will continue to pay vendor bills and operating expenses in
the normal course of business pursuant to a budget and then remit
the net operating income to the Debtor, primarily for payment to
GE as adequate protection.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.


MADJAM INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: MadJam,Inc
        dba Bamboo Supper Club
        2 Chin Way
        Nantucket, MA 02554

Bankruptcy Case No.: 11-20126

Chapter 11 Petition Date: October 27, 2011

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

Judge: William C. Hillman

Debtor's Counsel: Francis C. Morrissey, Esq.
                  MORRISSEY, WILSON & ZAFIROPOULOS, LLP
                  35 Braintree Hill Office Park, Suite 404
                  Braintree, MA 02184
                  Tel: (781) 353-5501
                  Fax: (617) 369-4742
                  E-mail: fcm@mwzllp.com

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 Shannon S. Haddon, president, treasurer
and director.


MAPEHO INC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mapeho, Inc.
        P.O. Box 39
        Lake Placid, FL 33852-0039

Bankruptcy Case No.: 11-39566

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Kenneth S Rappaport, Esq.
                  Tarek K. Kiem, Esq.
                  RAPPAPORT OSBORNE & RAPPAPORT PL
                  1300 N Federal Hwy #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  Fax: (561) 338-0350
                  Email: rappaport@kennethrappaportlawoffice.com

Scheduled Assets: $600,000

Scheduled Debts: $2,800,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-39566.pdf

The petition was signed by Marilyn S. Mason, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
George Mason Citrus, Inc.              11-34921   09/06/11


MAQ MANAGEMENT: Can Use Wauchula State Bank's Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved a stipulation between Super Stop Petroleum, Inc., and
Wauchula State Bank (WSB) regarding the use of cash collateral.

Under the cash collateral order, the Debtor is authorized to use
the sum of $2,490 of the cash collateral of WSB for adequate
protection to the First State Bank of Arcadia, upon an appropriate
motion and order.

As adequate protection of WSB's interest in the cash collateral,
the Debtor must make a monthly payment in the amount of $2,510 to
WSB, starting with the month of August, with payments to be made
on the 7th day of each month, with the next payment due on or
before Nov. 7, 2011.

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.

The Bankruptcy Court further order that the Debtor must comply
with the Court's order conditionally granting creditor 1st
National Bank of South Florida's motion to prohibit use cash
collateral and Wauchula Bank's motion to segregate cash
collateral.

The Debtor's authorization to use Cash Collateral will terminate
in the event of:

     a. The dismissal or voluntary withdrawal of Chapter 11 case.

     b. The conversion of Debtor's Chapter 11 case to a case under
        Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
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.


MCPHEE PROPERTIES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: McPhee Properties LLC
        590 Ponce De Leon Ave.
        Atlanta, GA 30308

Bankruptcy Case No.: 11-80965

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: James D. Key, Esq.
                  P.O. Box 673141
                  Marietta, GA 30006
                  Tel: (770) 953-8174

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
FDIC 7777                 Deficiency             $350,000
Baymeadows Way West
Jacksonville, FL 32252

The petition was signed by Renee McPhee, president.


MF GLOBAL: $659MM Client Money With JPMorgan; $593MM Still Missing
------------------------------------------------------------------
MF Global Holdings Ltd. on Friday said it had discovered $659
million in customer funds in one of its accounts at J.P. Morgan
Chase & Co. that it hadn't been able to locate while scrambling to
avoid bankruptcy.

The Wall Street Journal notes the implication was that there was
no meaningful shortfall in client funds.  However, the Journal's
Scott Patterson says a person familiar with the regulatory probe
of the collapsed firm indicated that $593 million remained missing
from customer trading accounts as of Friday.

WSJ relates Commodity Futures Trading Commissioner Bart Chilton
said in an interview Saturday that the funds in the J.P. Morgan
accounts had already been accounted for as the regulator pored
over MF Global's books in the past week.  "It's not like we looked
behind a couch cushion and were like, 'oh, there it is,' " he
said.

WSJ notes the shortfall in customer accounts, initially estimated
at about $900 million, scuttled a last-minute deal last weekend to
sell MF Global to brokerage firm Interactive Brokers Group Inc.

"For a brief time Friday, it seemed as if MF Global might have
uncovered the funds at J.P. Morgan, which housed the firm's client
balances.  MF Global believed the proceeds from some last-minute
trades were stuck at J.P. Morgan when the firm filed for
bankruptcy [last] Monday," WSJ reports.

J.P. Morgan said in a statement Friday that it didn't have any
information "as to whether any such balances are related in any
way to the 'missing' customer funds."

According to WSJ, a person familiar with the matter said MF Global
still hasn't had a full accounting of its holdings at J.P. Morgan.
MF Global has maintained that it didn't mislead anyone and that it
suffered from a chaotic environment in which its accounts were
slow to settle in the days leading up to its collapse.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: CFTC Chairman Distances Self From Probe
--------------------------------------------------
Scott Patterson, writing for The Wall Street Journal, reports that
Commodity Futures Trading Commission Chairman Gary Gensler has
stepped away from the MF Global investigation to remove any
perception of a conflict of interest that could arise due to his
long standing ties to Jon Corzine, who resigned Friday as CEO of
MF Global.  Mr. Gensler worked at Goldman Sachs Group Inc. when
Mr. Corzine was running it in the 1990s.

WSJ relates CFTC Commissioner Bart Chilton said the CFTC held a
large meeting Friday at its Washington D.C., headquarters about MF
Global.  Mr. Gensler wasn't present at the meeting, he said.

The Journal recounts Mr. Gensler had come under fire from
Republican Sen. Charles Grassley, who said in a statement that
it's "hard to see how the commission chairman could be completely
objective in looking out for wronged investors when he has such
strong ties to the principal of the failed firm."

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Wins Dec. 14 Extension of Schedules Deadline
-------------------------------------------------------
MF Global Holdings Ltd. and MF Global Finance USA Inc. sought and
obtained an order from the U.S. Bankruptcy Court for the Southern
District of New York extending the deadline to file schedules of
assets and liabilities, schedules of executory contracts and
unexpired leases, and statements of financial affairs to Dec. 14,
2011.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, the Debtors are
required, within 14 days of the Petition Date, to file with the
Court (a) schedules of assets and liabilities, (b) schedules of
current income and expenditures, (c) statements of financial
affairs, (d) statements of executory contracts and unexpired
leases, and (e) a list of equity security holders.  However, Rule
1007(c) of the Federal Rules of Bankruptcy Procedure provides that
an extension of the time for the filing of the Schedules and
Statements may be granted "on motion for cause shown."

Kenneth S. Ziman, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in New York, explains that given the size and complexity of their
businesses, the Debtors have a significant amount of information
to prepare in order to file their Schedules and Statements.  He
says that to prepare the required Schedules and Statements, the
Debtors must compile information from books, records and documents
relating to a multitude of transactions at numerous locations.

"Given the limited time available to prepare for the filing of
these cases, the substantial burden placed on management by
commencement of these cases, the competing demands on employees,
the time and attention the Debtors must devote to the
restructuring process, and the fact that certain prepetition
invoices have not yet been received or entered into the Debtors'
financial systems, the Debtors have not had the opportunity to
gather the necessary information to prepare and file their
respective Schedules and Statements," Mr. Ziman tells the Court.

The Debtors believe that the 14-day automatic extension of time to
file the Schedules and Statements provided by Rule 1007(c) will
not be sufficient to permit completion of the Schedules and
Statements.

Accordingly, the Debtors assert that due to the complexity of
their operations, and the substantial burdens already imposed on
the Debtors' management by the commencement of the Chapter 11
cases on an emergency basis, "cause" exists to extend the current
deadline for filing the Schedules and Statements.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Dist. Court Approves MFGI's SIPA Liquidation
-------------------------------------------------------
Judge Paul A. Engelmayer of the United States District Court for
the Southern District of New York approved on Oct. 31 the
liquidation of MF Global Inc., which liquidation was initiated by
the Securities Investor Protection Corporation, which maintains a
special reserve fund authorized by Congress to help investors at
failed brokerage firms.

The District Court appointed James W. Giddens as trustee for the
liquidation, and further appointed the law firm of Hughes Hubbard
& Reed as counsel to Mr. Giddens.  Mr. Giddens and his law firm
also serve as trustee of the liquidation proceedings of Lehman
Brothers Inc. under the SIPA.

Mr. Giddens may be reached at:

         James W. Giddens, Esq.
         HUGHES HUBBARD & REED LLP
         One Battery Park Plaza
         New York, NY 10004-1482
         Tel: (212) 837-6060
         Fax: (212) 422-4726
         E-mail: giddens@hugheshubbard.com

SIPC on Monday filed an application with the United States
District Court for the Southern District of New York for a
declaration that the customers of MF Global Inc. are in need of
the protections available under the SIPA.

Orlan Johnson, board chairman of the Securities Investor
Protection Corporation, said: "When the customers of a failed SIPC
member brokerage firm have left their securities in the custody of
that firm, SIPC acts as quickly as possible to protect those
customers.  In this case, SIPC initiated the liquidation
proceeding within hours of being notified by the SEC that a SIPC
case was necessary to protect the investing public."

The trustee is charged with giving notice of the proceeding and
mailing claim forms to the customers and other creditors of the
firm.  Information about the case also will be made available on
the Web at http://www.sipc.org/

More information about the MF Global liquidation can also be found
at http://www.mfglobaltrustee.com/ The trustee e-mail address for
inquiries is MFGITrustee@hugheshubbard.com  They have all set up a
call center for questions.  The number in the U.S. callers is 1-
888-236-0808 and for non-U.S. callers is 1-503-597-5173.

                           ABOUT SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customers cash and securities that are missing from
customer accounts.  SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency case
to recover funds.

The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities -- such as
stocks or bonds -- that are already registered in their names or
in the process of being registered.  At the same time, funds from
the SIPC reserve are available to satisfy the remaining claims for
customer cash and/or securities custodied with the broker for up
to a maximum of $500,000 per customer.  This figure includes a
maximum of $250,000 on claims for cash. From the time Congress
created it in 1970 through December 2010, SIPC has advanced $1.6
billion in order to make possible the recovery of $109.3 billion
in assets for an estimated 739,000 investors.

    MEDIA CONTACT: Ailis Aaron Wolf
                   (703) 276-3265
                   aawolf@hastingsgroup.com

All investor inquiries of SIPC should be directed to
asksipc@sipc.org or (202) 371-8300.

                          *     *     *

Linda Sandler of Bloomberg News reported that Kevin Bell, senior
associate general counsel of SIPC, said MF Global Inc. customers
have been calling the agency's Washington offices asking for their
money.

"What customers ask is, 'When am I getting my money?'," said Mr.
Bell.  "You tell them to sit tight, and start gathering their
information so they can file claims.  Canceled checks, trade
confirmations, account statements."

Mr. Giddens also served as trustee overseeing the Lehman Brothers
Inc. brokerage firm's liquidation.  In the Lehman case, it took
about 30 days to get claim forms out "because of the complexity,"
Mr. Bell said, according to Bloomberg.  Claim forms were mailed
about 17 days after con man Bernard Madoff's firm went into
liquidation in 2008, Mr. Bell related.

The Lehman Brothers Holdings Inc. unit has been in liquidation
since 2008 after its parent filed for bankruptcy with $639 billion
in assets.

"This is like a mini-Lehman," Mr. Bell told Bloomberg.    "We have
to get control of the books and records.  We have to get the names
off the books and records."

When broker-dealers are liquidated, customer accounts often go to
other firms, sometimes in "bulk transfers," Mr. Bell added.
Barclays Plc (BARC) took over accounts from Lehman's brokerage,
giving 72,000 brokerage customers access to $40 billion in frozen
assets.

The New York-based parent company broke rules about keeping
clients' collateral separate from its own accounts, futures
exchange CME Group Inc. said, according to Bloomberg.

Mr. Giddens, according to Bloomberg, said he is "taking steps" to
protect customers and set up an "orderly and fair" process to
satisfy their claims.  He and his team plan to be on the company's
premises to provide oversight, he said in a statement, Bloomberg
noted.  SIPC had lawyers in New York and has "flown in" an
operations vice president to work with [Mr.] Giddens, Mr. Bell
told Bloomberg.

"The trustee is trying to get a clamp on the assets," Mr. Bell
said.  "We're looking at the next 10 days being very hectic."  He
declined to comment on any missing funds, according to Bloomberg.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: NYSE Suspends Trading Of Mf Global Common Stock
----------------------------------------------------------
NYSE Regulation, Inc., said Nov. 1 it determined that the common
stock of MF Global Holdings Ltd. -- ticker symbol MF -- should be
suspended immediately.

NYSE Regulation has determined that the Company is no longer
suitable for listing.  This decision was reached in view of the
fact that both it and its MF Global Finance USA Inc. subsidiary
filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy
Code with the U.S Bankruptcy Court for the Southern District of
New York on October 31, 2011.  In addition, NYSE Regulation noted
the uncertainty as to the timing and outcome of the bankruptcy
process, as well as the ultimate effect of this process on the
Company's common stockholders.

Separately, as part of its assessment, NYSE Regulation also
considered the Company's most recently filed quarterly net loss
for the period ended September 30, 2011, as well as recent credit
rating agency downgrades during the week of October 24, 2011, and
the ongoing liquidity position of the Company.

NYSE Regulation also reviewed an October 31, 2011 announcement
from the Securities Investor Protection Corporation, indicating
that it was initiating the liquidation of MF Global Inc., the
Company's brokerage subsidiary, under the Securities Investor
Protection Act.

The Company has a right to a review of this determination by a
Committee of the Board of Directors of NYSE Regulation.
Application to the Securities and Exchange Commission to delist
the issue is pending the completion of applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.  The NYSE noted that it may, at any time, suspend a
security if it believes that continued dealings in the security on
the NYSE are not advisable.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Implosion Highlights Regulatory Gapas, NGI Says
----------------------------------------------------------
Shocking details surrounding the surprise bankruptcy of securities
firm giant MF Global Holdings Ltd. were coming to light Tuesday,
one day after the company turned in its Chapter 11 papers
following an ill-timed bet on the European debt markets.

While trading exchanges all over the globe rushed to protect their
markets from the fallout, reports began to surface that the firm,
which is headed by former New Jersey Gov. Jon Corzine, had failed
to keep the company's money separate from its customers' accounts.
There were anecdotal reports that hundreds of millions of MF
Global customers' dollars are currently missing, according to
Natural Gas Intelligence (NGI).  Subsequent reports said the
number could be even larger.  In its bankruptcy filing to the
United States Bankruptcy Court for the Southern District of New
York on Monday, MF Global said the company had debt of $39.7
billion and assets of $41 billion.

"The MF Global story is a fast-moving one.  Tuesday morning people
were saying a couple hundred million dollars of customer funds
were missing.  By Tuesday afternoon that number had ballooned to
$700 million," said Ed Kennedy, a broker with INTL Hencorp Futures
LLC.  "This MF Global implosion will change the entire game
because something is not passing the smell test here.  Moving
customer funds into the company's account is not a one-person
operation.  With the way regulations are now, an entire chain of
people would have to be involved . . . and each one of those
people sat through the ethics class.  Also, what about the
exchanges?  What about their clearing operations?  They know what
is supposed to be in that segregated customer account."

Kennedy said the shake-up and resulting investigation will
certainly impact how the Dodd-Frank regulatory reform rules are
written and implemented.  "I guarantee a month from now this is
what everyone is going to be talking about, and we'll take a look
at it at our hedging seminar in Chicago in December," he said.

Giving tips and teaching people how to use market tools to their
advantage in today's market, Kennedy and his colleague Tom
Saal will host a seminar: "Where the Market is Going and What Can
You Do About It?" seminar Dec. 7-9 in Chicago.  Visit
http://seminar.intelligencepress.com/Hedging2011/for more
information.

In responding to the MF Global crisis, trading exchanges such as
CME Group, Nymex and ICE said Monday they were accepting
"liquidation only" orders from MF Global clients and have
restricted electronic access to their markets.  In a statement on
its Web site, MF Global said, "This means that you may place
offsetting orders for current open positions at MF Global but may
not place any new orders.  Performance of your trades is
guaranteed by exchange clearinghouses."

During a 3Q2011 earnings conference call, CME Group CEO Craig
Donohue said the exchange will no longer recognize MF Global or
any of its divisions as a guarantor for purposes of floor trading
privileges.  "Throughout the day [Monday] our team worked closely
with the firm, public customers and exchange members to assist
customers in establishing new accounts in dealing with open
positions and market exposures," Donohue said, adding that Monday
was a "very difficult day for all concerned."

For its part, ICE said MF Global is accepting and processing
liquidating orders from customers with outstanding open positions
in ICE Futures U.S. Inc. contracts.

The Commodity Futures Trading Commission and Securities and
Exchange Commission said Tuesday they had determined that a
bankruptcy proceeding led by the Securities Investor Protection
Commission (SIPC) would be "the safest and most prudent course of
action to protect customer accounts and assets."  SIPC announced
Tuesday that it is initiating the liquidation of MF Global under
the Securities Investor Protection Act.

         About the Natural Gas Futures Price Seminar

Saal and Kennedy will be taking time off from active natural gas
futures trading, in a repeat of the very popular Natural Gas
Futures Hedging Seminar, at the JW Marriott Chicago, Dec. 7-9,
2011.  For more information visit
http://seminar.intelligencepress.com/hedging2011/

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Meeting to Form Creditors Committee Today
----------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold
can organizational meeting today, Nov. 7, 2011, at 11:15 a.m. in
the bankruptcy cases of MF Global Holdings Ltd and MF Global
Finance USA Inc.  The meeting will be held at:

   Millennium Hilton Hotel
   55 Church Street
   New York, New York 10007
   Tel: (212) 693-2001

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: ICE Clearing Updates on Default Management Activities
----------------------------------------------------------------
IntercontinentalExchange provided an update on its default
management activities following the default of MF Global.

Since Nov. 1, ICE Clear Europe has been actively transferring,
upon request, individual customer accounts of MF Global Ltd.  More
recently, it has begun transferring client positions, upon
request, of MF Global Inc. (US), MF Global Pte (Singapore), MF
Global Futures HK Ltd (Hong Kong), and MF Global Ltd (Australia).
The majority of positions are being successfully transferred with
additional transfer requests continuing to be accepted and
processed.

In the U.K., the administration is operating under the newly-
implemented Special Administration Regime, which came into effect
in February 2011 following the Lehman bankruptcy.  One of its
objectives ensures timely engagement with market infrastructure,
supporting the clearing house's access to customer account
information of MF Global UK Ltd, which was achieved within hours.

ICE Clear U.S. has actively been working with the CFTC and the
SIPC Trustee appointed in the U.S. and is in the process of
completing multiple bulk transfers of MF Global Inc's client
positions to several clearing members.  "We expect this to result
in most customer positions being transferred along with a majority
of the margin associated with those positions."

ICE Clear Canada, under the Canadian regulatory regime, has
completed multiple individual account transfers, with the majority
of customer positions transferred.

All ICE clearing houses also successfully liquidated the MF Global
proprietary book, using collateral held for MF Global and with no
adverse impact.  ICE clearing houses have remained well
collateralized throughout the process.

Said Jeffrey C. Sprecher, ICE Chairman and CEO: "The fully
margined risk and liquid collateral of our clearing houses clearly
demonstrate the efficacy and importance of the central clearing
model.  We would like to note the work of the industry and
regulators in solving for the many complexities relating to the
management of this default.  In the U.S., we want to recognize the
leadership of CME Group in coordinating the effort on behalf of
many futures commission merchants and clearing houses.  I
especially want to thank all ICE employees globally for their
diligent work on this effort."

ICE clearing houses will continue to work with customers across
the world, as well as regulators, trustees and administrators, to
ensure that the remaining customer positions are efficiently
managed, with minimal market impact and to facilitate the return
of margin monies in accordance with the laws of each jurisdiction.

ICE's clearing operations comprise five regulated clearing houses
across the U.S., Europe and Canada.  Each provides risk
management, capital efficiency and maximum financial safeguards,
to offer security for global market participants in today's
dynamic trading environment.

                   About IntercontinentalExchange

IntercontinentalExchange -- http://www.theice.com/--is a leading
operator of regulated futures exchanges and over-the-counter
markets for agricultural, credit, currency, emissions, energy and
equity index contracts.  ICE Futures Europe hosts trade in half of
the world's crude and refined oil futures.  ICE Futures U.S. and
ICE Futures Canada list agricultural, currencies and Russell Index
markets.  ICE is also a leading operator of central clearing
services for the futures and over-the-counter markets, with five
regulated clearing houses across North America and Europe.  ICE
serves customers in more than 70 countries.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: New York Portfolio Completes Customer Accounts Transfer
------------------------------------------------------------------
New York Portfolio Clearing successfully completed the transfer of
all of its MF Global customer accounts and specified amounts of
associated NYPC-held collateral to other qualified NYPC clearing
firms according to the authorization and instructions of the SIPA
Trustee.  All remaining MF Global proprietary and customer
collateral held by NYPC will be distributed according to the
instructions of the SIPA Trustee and, where appropriate, the
bankruptcy court overseeing the MF Global SIPA proceeding.

NYPC appreciates the diligence and cooperative effort of the CFTC,
the SIPA trustee, NYSE Liffe US and the receiving NYPC clearing
members in the transfer of these customer accounts and in
upholding the integrity of the market.

                            About NYPC

New York Portfolio Clearing, LLC (NYPC) --
http://www.nypclear.com/-- is registered as a U.S. Derivatives
Clearing Organization with the Commodity Futures Trading
Commission. NYPC clears interest rate products and supports the
cross-margining of fixed income cash products from Depository
Trust & Clearing Corporation's Fixed Income Clearing Corporation
with their related, offsetting derivatives trades in a "single
pot".

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Inc. and other insolvency and bankruptcy
proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MICHAEL AZIZ: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Michael Aziz Oriental Rugs, Inc.
        270 West 38th Street
        New York, NY 10018

Bankruptcy Case No.: 11-15039

Chapter 11 Petition Date: October 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Douglas J. Pick, Esq.
                  PICK & ZABICKI LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007
                  E-mail: dpick@picklaw.net

Scheduled Assets: $1,539,043

Scheduled Debts: $3,993,778

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15039.pdf

The petition was signed by Michael Aziz, president.


MICROVISION INC: Posts $7.8 Million Net Loss in Third Quarter
-------------------------------------------------------------
MicroVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $7.8 million on $1.8 million of revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $11.8 million on $1.3 million of revenues for the same
period last year.

The net loss was $26.0 million on $4.1 million of revenues for the
nine months ended Sept. 30, 2011, compared with a net loss of
$32.0 million on $4.1 million of revenues for the same period of
2010.

The Company's balance sheet at Sept. 30, 2011, showed
$21.9 million in total assets, $11.3 million in total liabilities,
and stockholders' equity of $10.6 million.

As reported in the TCR on March 15, 2011, PricewaterhouseCoopers
LLP, in Seattle, Washington, expressed substantial doubt about
MicroVision's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has suffered recurring losses from operations since
inception and has a net capital deficiency.

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

                       http://is.gd/YXC5HW

Redmond, Washington-based MicroVision, Inc. (NASDAQ: MVIS)
-- http://www.microvision.com/-- provides the PicoP(R) display
technology platform designed to enable next-generation display and
imaging products for pico projectors, vehicle displays and
wearable displays that interface with mobile devices.


MID CITY BANK: Closed; Purdum State Bank Assumes All Deposits
-------------------------------------------------------------
Mid City Bank, Inc., of Omaha, Neb., was closed on Friday, Nov. 4,
2011, by the Nebraska Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Purdum State Bank of Purdum, Neb., to
assume all of the deposits of Mid City Bank, Inc.

Effective immediately, Purdum State Bank will change its name to
Premier Bank, at which time the five branches of Mid City Bank,
Inc., will reopen during their normal business hours under the new
name.  Depositors of Mid City Bank, Inc., will automatically
become depositors of Premier Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Mid City
Bank, Inc., should continue to use their existing branch until
they receive notice from Premier Bank that it has completed
systems changes to allow other Premier Bank branches to process
their accounts as well.

As of Sept. 30, 2011, Mid City Bank, Inc., had around $106.1
million in total assets and $105.5 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Purdum State Bank agreed to purchase essentially all of the
assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-356-1848.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $12.7 million.  Compared to other alternatives, Purdum
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Mid City Bank, Inc., is the 86th FDIC-insured
institution to fail in the nation this year, and the first in
Nebraska.  The last FDIC-insured institution closed in the state
was TierOne Bank, Lincoln, on June 4, 2010.


MIHIR HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Mihir Hospitality Group, LP
        dba La Quinta Inn and Suites
        2255 Luckenbach Ln.
        Irving, TX 75063

Bankruptcy Case No.: 11-36889

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.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 Narendra P. Patel, managing member.


MINE RECLAMATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mine Reclamation, LLC
        3633 Inland Empire Boulevard, Suite 480
        Ontario, CA 91764

Bankruptcy Case No.: 11-43867

Chapter 11 Petition Date: November 1, 2011

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

Debtor's Counsel: Sharon Z. Weiss, Esq.
                  HOLME ROBERTS & OWEN LLP
                  800 W. Olympic Boulevard 4th
                  Los Angeles, CA 90015
                  Tel: (213) 572-4312
                  Fax: (213) 572-4400
                  E-mail: sharon.weiss@hro.com

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

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

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

The petition was signed by Richard E. Stoddard, president.


MORGAN & FINNEGAN: Locke Lord to Accept $1.3MM Reduced Claim
------------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that Locke Lord LLP
will accept a reduced claim of $1.3 million from the Chapter 7
estate of Morgan & Finnegan LLP in order to end its trustee's
adversary suit against Locke Lord and 12 ex-M&F partners, the
trustee said Friday.

Law360 relates trustee Roy Babitt's motion urges U.S. Bankruptcy
Judge Robert D. Drain to approve a settlement agreement that
reduces Locke Lord's secured claim against the M&F estate from
$2.4 million.  In exchange, Mr. Babitt will drop his suit in
New York bankruptcy court against Locke.

Morgan & Finnegan LLP was a New York Law firm.  Locke Lord Bissell
& Liddell hired 30 of the Morgan & Finnegan's lawyers, including
13 out of 17 remaining partners, in February 2009.

Morgan & Finnegan in March 2009 filed for Chapter 7 bankruptcy.
The Company disclosed $6.37 million in assets and $10 million in
debts, and also listed "multiple former partners" as unsecured
creditors owed capital totaling $3.9 million.


MPG OFFICE: Charter Hall to Transfer 80% Interest in JV to Beacon
-----------------------------------------------------------------
MPG Office Trust, Inc., entered into an agreement with Charter
Hall Office REIT and affiliates of Beacon Capital Partners, LLC,
relating to the transfer by Charter Hall Office REIT of its
interest in a joint venture with the Company to an affiliate of
Beacon.  The agreement sets forth the terms under which the
Company will consent to the transfer, and specifies the various
transactions that will occur on the closing date of the transfer.
Those transactions include: (1) the existing joint venture will
sell its interest in Wells Fargo Center, located in Denver,
Colorado, and San Diego Tech Center, located in San Diego,
California, to affiliates of Beacon; (2) the Company will sell its
development rights at San Diego Tech Center to an affiliate of
Beacon; and (3) the Company will receive a lump sum payment in
consideration for its agreement to terminate its right to receive
certain fees following the closing date.  The agreement provides
the terms of the new joint venture between the Company and an
affiliate of Beacon, following the transfer.  Those terms include
a three-year lockout, during which time neither partner will have
the right to exercise the marketing rights under the joint venture
agreement.  The agreement also requires the Company, Charter Hall
Office REIT and Beacon to jointly market Stadium Gateway, located
in Anaheim, California, for sale to third parties.

Following consummation of the transfer of Charter Hall Office
REIT's interest to an affiliate of Beacon and the other
transactions, the new joint venture between the Company and an
affiliate of Beacon will continue to own interests in each of One
California Plaza, located in Downtown Los Angeles, Cerritos
Corporate Center, located in Cerritos, California, and Stadium
Gateway.  The Company will continue to maintain a 20% interest in
the joint venture following the closing date.  The closing of the
various transactions is expected to occur in the first quarter of
2012, and is subject to customary closing conditions, including
obtaining lender and other third party consents.  Net proceeds
from the transactions to the Company are expected to total
approximately $45 million and will be used for general corporate
purposes.

David L. Weinstein, President and Chief Executive Officer of MPG
Office Trust, said "Retaining our interest in One California Plaza
is consistent with our strategy of maintaining a dominant market
position in Downtown Los Angeles.  Equally important, this
transaction allows us to improve our liquidity position, while
also continuing our ongoing effort to dispose of non-core assets.
We look forward to a successful and productive partnership with
Beacon."

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.


MPG OFFICE: Reports $30.4 Million Net Income in Third Quarter
-------------------------------------------------------------
MPG Office Trust, Inc., reported net income of $30.36 million on
$84.01 million of total revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $15.55 million on
$86.52 million of total revenue for the same period during the
previous year.

The Company also reported net income of $129.05 million on
$249.64 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $45.79 million on
$258.53 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.30 billion in total assets, $3.20 billion in total liabilities
and a $903.10 million total deficit.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/TJjTW0

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEONODE INC: Posts $1.9 Million Net Loss in Third Quarter
---------------------------------------------------------
Neonode, Inc., filed its quarterly report on form 10-Q, reporting
a net loss of $1.9 million on $1.3 million of net revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$8.5 million on $90,000 of net revenues for the same period during
the prior year.

The net loss was $14.4 million on $2.1 million of net revenues for
the nine months ended Sept. 30, 2011, compared with a net loss of
$24.6 million on $359,000 of revenues for the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.

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

                       http://is.gd/Vycw57

                        About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.


NEUROLOGIX INC: Needs to Obtain Financing to Continue Operations
----------------------------------------------------------------
Neurologix, Inc., issued secured senior convertible promissory
notes in an aggregate principal amount of $7,000,000 to General
Electric Pension Trust, Corriente Master Fund, L.P., and Palisade
Concentrated Equity Partnership II, L.P., on Dec. 6, 2010,
pursuant to a Note and Warrant Purchase Agreement.  The Investors
are each existing stockholders of the Company and each
beneficially owns greater than 10% of the Company's common stock,
par value $0.001 per share, on an as-converted basis.

On Oct. 28, 2011, the Company and the Investors entered into the
First Amendment to Note and Warrant Purchase Agreement and Secured
Senior Convertible Promissory Notes.  The Amendment extends the
maturity of the Notes from Oct. 31, 2011, to Dec. 31, 2011.

The Company is currently seeking financing from the Investors, as
well as other third parties, in order to raise additional capital
that is necessary to fund the Company's operations.  The Company
previously disclosed that if it could not obtain additional
funding for its operations by Oct. 31, 2011, then it might not be
able to continue as a going concern.  The Company can provide no
assurance that it will be successful in obtaining additional
financing.  The Company will need to obtain additional funds to be
able to continue its operations, and, based on an updated
assessment of Company's financial condition, may not be in a
position to continue beyond the end of November 2011 without those
funds.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEUSTAR INC: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Sterling, Va.-based data services provider
Neustar Inc. The outlook is stable.

"We also assigned a 'BB+' issue-level rating to its $600 million
term loan and $100 million revolving credit facility. At the same
time, we assigned a '2' recovery rating to the term loan and
revolver, which indicates our expectation for substantial (70%-
90%) recovery in the event of a payment default. Upon completion
of the merger, we will withdraw the existing ratings for TARGUS
Information Corp., including our 'B+' corporate credit rating, and
the 'BB-' issue-level rating and '2' recovery rating on its term
loan and revolving credit, which will be repaid by Neustar," S&P
related.

"The ratings on Neustar reflect a business risk profile which we
consider 'fair,' coupled with an 'intermediate' financial risk
profile. The company benefits from a high degree of near-term
predictability for nearly 50% of its revenues, which derive from
number portability administration center services (NPAC)
contracts. These include wireline and wireless number portability,
managing the allocation of pooled blocks of telephone numbers, and
providing other network management services in the U.S. under
seven exclusive contracts through June 2015 with an industry group
representing all telecom service providers in the U.S. These
contracts include fixed fees, as well as some annual escalators,
although there are also volume credit adjustments," S&P related.

"The ratings incorporate our expectation that the core business
will continue to contribute to healthy consolidated EBITDA margins
in the mid-40% area and free operating cash flow (FOCF) of at
least $150 million per year," said Standard & Poor's credit
analyst Allyn Arden. Partial mitigating factors include a high
degree of customer and industry concentration, uncertain longer
term growth prospects from newer business lines, and consumer
privacy and security risks related inherent in all customer-
related data management businesses.

"The ratings also incorporate our expectation that operating
lease-adjusted leverage will remain in the 2x area or below for
the foreseeable future," said Mr. Arden, "with potential
improvement dependent on growth from newer business lines."


NIGEL INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nigel Investments, Inc.
        13514 Avista Drive
        Tampa, FL 33624

Bankruptcy Case No.: 11-20030

Chapter 11 Petition Date: October 27, 2011

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

Debtor's Counsel: Stanley J. Galewski, Esq.
                  GALEWSKI LAW GROUP PA
                  1112 E. Kennedy Boulevard
                  Tampa, FL 33602
                  Tel: (813) 222-8210
                  Fax: (813) 222-8211
                  E-mail: stan@galewski.com

Estimated Assets: $0 to $50,000

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-20030.pdf

The petition was signed by David Sabel, president.


NNN 2400: Court Has Until Dec. 22 to Refinance MLMT 2005's Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended until Dec. 22, 2011, the deadline by which NNN 2400 West
Marshall Drive 19, LLC, must refinance secured creditor MLMT 2005-
CIP1 West Marshall Drive, LLC's collateral to pay the secured debt
in full.

Previously, the parties filed supplemental pleadings in regard to
the Court's Oct. 5, tentative ruling on the parties' respective
positions regarding (i) the amount due to the lender; and (ii)
whether the time must be extended to permit the Debtor to
complete its refinancing.

The Court also ordered that assuming the secured debt of lender is
paid on Dec. 22, 2011, the amount necessary to pay the secured
debt in full is $5,919,525.  The Court arrived at this number by
adding the additional attorneys' fees claimed by lender in the
amount of $39,357 to the Debtor's calculation of the secured claim
of $5,880,171.  The Court was unable to reconcile the two
calculations submitted by the parties with more precision, and
thus decided to use the Debtor's base number in accordance with
the burden of proof allocation.

                 About NNN 2400 West Marshall 19

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor disclosed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy
counsel.counsel.


NON-INVASIVE MONITORING: Incurs $1.4-Mil. Net Loss in Fiscal 2011
-----------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K,
reporting a net loss of $1.39 million on $743,000 of total
revenues for the year ended July 31, 2011, compared with a net
loss of $1.62 million on $617,000 of total revenues during the
prior year.

The Company's balance sheet at July 31, 2011, showed $723,000 in
total assets, $1.37 million in total liabilities and a $653,000
total shareholders' deficit.

Morrison, Brown Argiz & Farra, LLC, in Miami, Florida, noted that
the Company has experienced recurring net losses, cash outflows
from operating activities and has an accumulated deficit, working
capital deficit and substantial purchase commitments that raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/P5u4U1

                   About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems, Inc.,
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is primarily engaged
in the research, development, manufacturing and marketing of a
line of motorized, non-invasive, whole body, periodic acceleration
platforms, which are intended as aids to improve circulation and
joint mobility, relieve minor aches and pains, relieve morning
stiffness, relieve troubled sleep and as mechanical feedback
devices for slow rhythmic breathing exercise for stress
management.


NORTHCORE TECHNOLOGIES: Forms Northcore Labs Division
-----------------------------------------------------
Northcore Technologies Inc. launched a new corporate division to
focus on the creation and acquisition of Intellectual Property.

The division, named Northcore Labs, will expand on Northcore's
portfolio of Patents and attendant intellectual property through
internal organic creation and by acquisition of desirable, pre-
existing external properties.  In addition, Northcore will augment
existing relationships with universities and research institutes
and forge new ones, with the end goal of harvesting new ideas and
Intellectual Property.

"One of our previously announced strategic priorities was to
aggressively monetize Northcore's IP portfolio," said Amit Monga,
CEO of Northcore Technologies.  "The formation of Northcore Labs
is a significant milestone in our execution against this goal.
This new division will be central to the creation and capture of
accretive Intellectual property."

As part of this new initiative, Northcore Labs will also partner
with select entrepreneurs and cutting edge companies in the
development of unique software product offerings in the enterprise
and social commerce space.  Partners of Northcore Labs will
benefit from preferential access to an integrated team with
unparalleled experience in software development and deployment.

"We are excited to gain access to the groundswell of enthusiasm,
energy and innovation that comes through the further engagement of
universities and research institutes," commented Anthony
DeCristofaro, Chairman of Northcore Technologies.  "Northcore Labs
is the perfect vehicle to allow us to achieve this objective."

Companies, universities, research institutes or individuals
interested examining opportunities for Intellectual Property
collaboration or monetization should contact Northcore at 416-640-
0400 or 1-888-287-7467, or via email at NTILabs@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at June 30, 2011, showed C$1.39
million in total assets, C$1.33 million in total liabilities and
C$61,000 in total shareholders' equity.


NORTHSTAR HOMES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northstar Homes, Inc.
        3814 South County Road 5
        Loveland, CO 80537

Bankruptcy Case No.: 11-35410

Chapter 11 Petition Date: October 28, 2011

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

Judge: A. Bruce Campbell

Debtor's Counsel: Laurie Stirman, Esq.
                  STIRMAN LAW OFFICE, LLC
                  315 W. Oak Street, Suite 100
                  Ft. Collins, CO 80521
                  Tel: (970) 484-5111
                  E-mail: laurie@stirmanlawoffice.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob11-35410.pdf

The petition was signed by Norman C. Reichardt, president.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Norman C. and Judith D. Reichardt     11-31589            09/12/11


NTELOS HOLDINGS: S&P Retains 'BB-' Corporate Credit Rating
----------------------------------------------------------
The announcement by Waynesboro, Va.-based wireless carrier NTELOS
Holdings Corp. (NTELOS) that it has separated its wireline assets
into a new public company (Lumos Networks Corp.; unrated) does not
affect S&P's 'BB-' corporate credit rating or stable outlook on
NTELOS. "However, we lowered the rating on subsidiary NTELOS
Inc.'s senior secured credit facilities ($743 million outstanding
at June 30, 2011) to 'BB-' from 'BB', reflecting our view of
weaker recovery prospects as a result of the disposition of the
wireline business, and removed that rating from CreditWatch with
negative implications. The recovery for NTELOS Inc.'s secured bank
debt is now '3', indicating our expectation for meaningful (50%
to 70%) recovery of principal in the event of a default, revised
from the prior '2' recovery rating which indicated expectations of
substantial (70% to 90%) recovery. As a part of the wireline
separation, NTELOS received a $315 million payment from Lumos
Networks and used $283 million of those proceeds to reduce
borrowings under the secured credit facilities," S&P stated.

"NTELOS now has two segments: It provides wireless services to its
own retail base and, on a wholesale basis, to other carriers,
primarily to Sprint Nextel Corp. Ratings on NTELOS reflect our
view of the overall weak business risk profile inherent in NTELOS'
position as a small, regional wireless provider, although we do
view NTELOS' wholesale agreement with an affiliate of Sprint as
a favorable, mitigating business risk factor. Under this contract,
NTELOS receives minimum monthly payments of $9 million to be the
exclusive provider of PCS services for Sprint customers in NTELOS'
Virginia and West Virginia service areas. The rating also
incorporates out expectation that adjusted debt leverage will be
in the mid- to upper-3x range over the near-to-medium term. (For
the complete corporate credit rating rationale, see the research
update on NTELOS, published Aug. 29, 2011.)," S&P stated.

Ratings List

NTELOS Holdings Corp.
Corporate Credit Rating     BB-/Stable/--

Downgraded; Recovery Rating Revised
                             To               From
NTELOS Inc.
Senior Secured              BB-              BB
   Recovery Rating           3                2


NUMOBILE INC: Suspending Filing of Reports with SEC
---------------------------------------------------
Numobile, Inc., filed a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its common
stock, par value $0.001 per share.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares.  As of Oct. 31,
2011, there were only 82 holders of records of common shares.

                        About Numobile Inc.

Louisville, Ky.-based NuMobile, Inc. (OTC BB: NUBL) currently
conducts its operations through its subsidiaries Enhance Network
Communications, Inc. and Stonewall Networks, Inc.  Enhance
provides a wide variety of services from infrastructure architect
to software as a service supplier.  Stonewall Networks has built
the Cornerstone Security Policy Manager.  Cornerstone, a
centralized IT security policy manager, is an engine for security
policy modeling, implementation, monitoring, enforcement, and
auditing.

The Company reported a net loss of $2.99 million on $403,331 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $1.50 million on $177,815 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.31 million
in total assets, $9.05 million in total liabilities, all current,
and a $5.74 million total stockholders' deficit.

As reported by the TCR on April 7, 2011, Gruber and Company, LLC,
in Lake St. Louis, Missouri, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss of $2.99
million, used cash for operations of $564,669 for the year ended
Dec. 31, 2010, has an accumulated deficit of $12.34 million as of
Dec. 31, 2010 and has a working capital deficit of $9.29 million
as of Dec. 31, 2010.


O&G LEASING: Court Authorizes First Security to Auction Assets
--------------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized First Security Bank,
as indenture trustee for the bonds used to fund the acquisition
and construction of the rigs, to sell assets of O&G Leasing, LLC,
et al., in an auction lead by to SolstenXP Drilling, LLC.

The Plan filed by the indenture trustee proposes to sell
substantially all of the assets of the Debtors outside the
ordinary course of business.

Sterne Agee & Leach, Inc., investment banker retained by the
Indenture Trustee, assisted the indenture trustee in marketing the
Debtor's assets, coordinating the sales process with the Debtors,
and notifying potential bidders of the deadlines and timetables.

The participation materials must be transmitted by the potential
bidder so as to be received by the investment Banker no later than
5:00 p.m., Central Time, on Nov. 18.

Until the bid deadline, the Debtors will establish and maintain a
data room in which due diligence documents and relevant
information reasonably requested by the investment banker will be
maintained.

The physical inspections of the drilling rigs, equipment and
rolling stock deemed appropriate by the Investment Banker will
occur in the three-week period of Nov. 28 - Dec. 16, 2011.

The Debtors scheduled a Jan. 25, 2012, auction for the assets,
beginning at 10:00 a.m., at the offices of Butler, Snow, O'Mara,
Stevens & Cannada, PLLC, 1020 Highland Colony Parkway, Suite 1400,
Ridgeland, Mississippi.  Competing bids are due Jan. 11.  Notice
of the designation of the lead bid and the secondary bid with the
Court, including a copy of such bids, are due 5:00 p.m., Central
Time, on Jan. 13, and if any party in interest objects to the
designation of the lead bid and secondary bid, the Court will
conduct a preliminary hearing on Jan. 17, at 1:30 p.m. and a
hearing on Jan. 18, at 9:30 a.m., if necessary, to determine the
lead bid and the secondary bid.

The indenture trustee will request the Court to conduct the sale/
confirmation hearing simultaneous and in conjunction with the
confirmation hearings on the Chapter 11 Plans of the Debtors and
the indenture trustee.

In the event of any competing bids for the assets, resulting in
SolstenXP not being the successful Buyer, it will receive a
breakup fee of $300,000 to be paid at the time of the closing of
the sale with such third party buyer.

In the event the Debtors' competing Chapter 11 Plan is confirmed
by the Bankruptcy Court, Solsten will still be entitled to the
payment of the break-up fee, but it will be paid by the indenture
trustee from payments made by the Debtors to the indenture
trustee, either during the pendency of these Chapter 11 cases, or,
to the extent necessary, out of distributions made to the
indenture trustee pursuant to the Debtors' Plan, which break up
fee will have priority over the rights of debenture holders to the
distributions.

In a separate filing, Washington State Bank and FSB entered into a
an agreement to resolve the response filed by WSB to FSB's motion.
The resolution is subject to these terms and conditions:

   -- WSB's withdrawal of its response must not be construed as
   WSB's consent to any sale; and

   -- WSB reserves all of its rights, claims and defenses
   including but not limited to, an objection to the FSB Plan, an
   objection to a motion to sell assets and WSB's rights and
   claims under the guaranty of Ben Turnage.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.

The Debtors' cases have been jointly administered under Case No.
10-01851


OPTIMUMBANK HOLDINGS: Completes $8.3-Mil. Common Shares Offering
----------------------------------------------------------------
OptimumBank Holdings, Inc., the parent company of OptimumBank,
completed an $8.3 million common stock offering in a private
placement to individual accredited investors, including members of
its Board of Directors.  The Company also entered into a binding
agreement to sell an additional $2.7 million in common stock to
Moishe Gubin, a director of the Company.  The sale of the
additional stock to Mr. Gubin is subject to certain required
regulatory approvals which are expected by Jan. 31, 2012.

After the completion of the additional stock sale to Mr. Gubin,
the Company will have total new capital of approximately $11
million.  With $11 million in new capital, OptimumBank's Tier One
Leverage and Total Risk-Based Capital Ratios at Sept. 30, 2011, on
a pro forma basis would be 9.00% and 13.48%, respectively.  These
ratios would exceed the corresponding 8% and 12% ratios imposed
under OptimumBank's Regulatory Consent Order with the FDIC and the
Florida Office of Financial Regulation.

The Company completed the private placement through the
significant commitment and efforts of newly elected director
Moishe Gubin.  Mr. Gubin noted, "The Florida real estate market
will recover and great opportunities lie ahead for us.  Our new
business plan will institute full service commercial banking and
focus on customer relationships.  We are extremely committed to
returning the Company to profitability quickly."

The Company's agreement with Mr. Gubin provides for the investment
of an additional $2.7 million in the Company by Mr. Gubin through
the purchase of an additional 6,750,000 shares of common stock at
a price of $0.40 per share.  The expected $2.7 million investment
is in addition to the $8.3 million raised from the recently
completed offering and is subject to regulatory approval from the
Federal Reserve Board and the Florida Office of Financial
Regulation.  The Company's agreement to sell shares to Mr. Gubin
allows the Company to achieve its near-term goal of raising at
least $11,000,000 in new capital.  After giving effect to the $2.7
million investment, it is anticipated that Mr. Gubin will own
8,550,000 shares, or approximately 30% of the Company's common
stock.

Without the sale of the additional $2.7 million in capital to Mr.
Gubin, OptimumBank's Tier One Leverage and Total Risk-Based
Capital Ratios at Sept. 30, 2011, on a pro forma basis would be
7.36% and 11.29%, respectively.  These ratios would be slightly
below the corresponding 8% and 12% ratios imposed under
OptimumBank's Regulatory Consent Order.

Mr. Sam Borek, Chairman of the Board said, "OptimumBank is one of
the few institutions in the country under a regulatory order to
successfully raise new capital.  Everyone involved in this
offering has worked very hard to get to this day, and we could not
be more pleased to be here.  After concentrating on survival for
two years, it is time to get back to business and focus on
enhancing shareholder value.

OptimumBank offers lending and retail banking services to
individuals and businesses in Broward, Dade and Palm Beach
Counties through its three branch offices in Broward County.
OptimumBank's deposits are insured by the FDIC.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$176.15 million in total assets, $177.32 million in total
liabilities, and a $1.16 million total stockholders' deficit.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.


ORION BEACH: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Orion Beach Development V, LLC
        dba Gulf Towers Resort Motel
        5600 Mariner Street, Suite 200
        Tampa, FL 33609

Bankruptcy Case No.: 11-20210

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

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

Scheduled Assets: $3,650,566

Scheduled Debts: $5,524,096


Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Orion Beach Development VI, LLC        11-20211   10/28/11
  Scheduled Assets: $1,709,660
  Scheduled Debts: $4,720,314

The petitions were signed by Kiran C. Patel, MD, manager.

A list of Orion Beach Development V's 19 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-20210.pdf

A list of Orion Beach Development VI, LLC's 15 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-20211.pdf


PACIFIC ETHANOL: Retires Convertible Debts Ahead of Schedule
------------------------------------------------------------
Seeking Alpha reports that Pacific Ethanol Inc. had retired nearly
all of the convertible debt six months ahead of the scheduled
maturity date of May 6, 2012.

According to the report, the convertible notes that were nearly
retired on Nov. 2, 2011, were first issued on Oct. 6, 2010, when
the company raised $35 million through the issuance of $35 million
in principal amount of secured convertible notes, as part of the
restructuring following its exit from bankruptcy earlier in June
2010.

The report says the aggregate unpaid balance on the senior
convertible notes, originally at $35.0 million as of Oct. 6, 2010,
and at $8.4 million in the last company update Oct. 3, 2011, now
stand at just $820,000.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handled the case.  Attorneys at Cooley Godward
Kronish LLP represented the Debtors as counsel.  Attorneys at
Potter Anderson & Corroon LLP served as co-counsel.  Epiq
Bankruptcy Solutions LLC served as the claims agent.  Pacific
Ethanol Holding disclosed $50 million to $100 million in assets
and $100 million to $500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, did not file for
Chapter 11 bankruptcy protection.

In June 2010, Pacific Ethanol Holding Co. LLC and its four wholly
owned ethanol production facilities received confirmation of their
proposed reorganization plan.  The plan gave parent company,
Pacific Ethanol, an option to buy as much as 25% of the
reorganized company from the secured lenders for $30 million.
Secured lenders were projected to recover between 17% and 37%.
Unsecured creditors with $1.4 million in claims were to take home
21%.  The Plan proposed to convert $293.5 million of secured debt
into the new stock and $115 million in new debt obligations.


PACIFIC RUBIALES: Fitch Lifts Issuer Default Ratings to 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded Pacific Rubiales Energy Corp.'s
(Pacific Rubiales) foreign and local currency Issuer Default
Ratings (IDRs) to 'BB' from 'BB-'.  The rating action affects
USD450 million of senior unsecured notes with final maturity in
2016.  The Rating Outlook is Stable.

The rating action reflects the company's proven track record of
increasing production while maintaining adequate reserve
replacement ratios.  The rating action also takes into
consideration the company's lower business risk as a result of the
completion of key infrastructure projects.  These include
infrastructure such as the oil pipeline to evacuate production as
well as processing facilities.  The company has also made
significant advances to increase its production diversification
and extend its production life-horizon.  This mainly comes from
increase production from the Quifa block, which has a concession
that expires in 2031.  Future diversification is expected to come
from the CPE-6 block, which has base case net prospective resource
of 169 million barrels.

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production.  The ratings also reflect
the company's strong liquidity and adequate leverage.  Pacific
Rubiales' credit quality is tempered by the company's small scale
of production and relatively small reserve profile as well as its
production concentration in the Rubiales-Piriri and La Creciente
fields.  The company also benefits somewhat from its partnerships
with Ecopetrol (IDR rated 'BBB-' by Fitch), Colombia's national
oil and gas company, which supports Pacific Rubiales' investments
and shares production.

Small and Concentrated Production Profile:

Pacific Rubiales ratings reflect the company's production
concentration and relatively small reserve base and production.
Although Pacific Rubiales currently has exploration and production
interest in 47 blocks in Colombia, Peru and Guatemala, today's net
production of approximately 88,000 boe/d is concentrated in three
fields.  Rubiales-Piriri, Quifa and La Creciente produce heavy
crude oil and gas and together account for almost all of current
production.  La Creciente, which produces natural gas, accounts
for 12% of current production and Quifa, which has a longer
concession than Rubiales 2016 expiration, now accounts for 22% of
current production.  This limited diversification exposes the
company to operational as well as economical risks associated with
small scale heavy oil production.  In the future, diversification
away from Rubiales-Piriri geographic location would be positive
for the company's credit quality.

Improving Operating Metrics:

Pacific Rubiales operating metrics have been improving rapidly and
the company's growth strategy is considered somewhat aggressive.
The company reserve replacement ratio was 330% as of September
2011 and its current reserve life index is approximately 11 years
using current production levels, net of royalties of approximately
88,000 boe per day (boe/d).  During the past years, the company
increased gross production to approximately 221,896 boe/d, from
approximately 138,380 boe/d as of June 2010.  As of September
2011, Pacific Rubiales' proved (1P); proved and probable, net of
royalties, amount to approximately 273 million and 350
respectively.  The company's reserves are composed of heavy crude
oil (73.4%) and natural gas (24.88%), with the balance being light
and medium oil (<1%).  As of June 30, 2011, Pacific Rubiales had
more than 14 million acres of prospective exploration blocks,
which will require significant funds to develop.  In the short
term, the company plans to devote its efforts developing the
Quifa, Sabanero and CPE-6 blocks, which surround and are near
Rubiales-Piriri block.

Solid Financial Profile:

Pacific Rubiales' ratings reflect the company's adequate financial
profile characterized by relatively low leverage and strong
interest and debt service coverage.  As of the last 12 months
(LTM) ended June 30, 2011, the company reported leverage ratios,
as measured by total debt (including the unsecured subordinated
convertibles of USD258 million) to EBITDA and total debt-to-total
proved reserves of 0.5 times (x) and USD2.7 per barrels of oil
equivalent (boe), respectively.  As of June 30, 2011, debt of
approximately USD737.6 million was primarily composed of
approximately USD450 million of senior unsecured notes with final
maturity in 2016 and USD258 million of unsecured subordinated
convertibles notes due in 2013 currently tendered for conversion.
The balance was capital lease obligations of the company.  As of
the LTM ended June 30, 2011, Pacific Rubiales reported an EBITDA,
as measured by operating income plus depreciation and stock-based
compensation, of USD1.4 billion.

Improving Production Profile:

Pacific Rubiales ratings reflect the company's improving
production profile and reducing concentration.  Historically the
company's production was concentrated on the Rubiales-Piriri,
which represented approximately 75% of total net production as of
2010.  Nowadays this block, which concession expires in 2016,
represents 63% of production, while the Quifa block, together with
the adjacent Sabanero block, with near zero production in 2010 now
represents 22% of production and 36% of 2P net reserves.  Quifa
concession expires in 2031.  La Creciente, which produces natural
gas, accounts for nearly 12% of current production.  This
increasing production diversification reduces the company's
business risk.

Negative Free Cash Flow Due to Large Capex:

Free cash flow (cash flow from operations less capital
expenditures) has been negative given the company's growth
strategy.  For the LTM ended June 30, 2010, free cash flow was
negative USD260 million mainly due to the significant capital
expenditure of USD1,082 million during the same period.  Pacific
Rubiales' significant capital expenditures plans over the next few
years could continue to pressure free cash flow in the near term.
Increasing production at the Rubiales-Piriri and reserves in the
surrounding Quifa block are expected to account for the bulk of
the company's capital expenditure, which is expected to be
approximately USD2.9 billion over the next four years.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by robust cash on hand, strong cash flow generation
and manageable short-term debt obligations.  As of the LTM ended
June 30, 2010, Pacific Rubiales funds from operations (FFO)
generation was USD1.1 billion and its cash on hand was USD338
million, while its short-term debt amounted to only USD 6 million.
The company has a USD350 million two year syndicated revolving
credit facility, which as of June 30, 2011, had not been used.
Going forward, the company is expected to have a manageable debt
amortization, although its liquidity position will be somewhat
weaker due to its aggressive capital expenditure plant that will
demand significant financial resources.  Capital investments are
expected to be funded for the most part with internal cash flow
generation.


PACIRA PHARMACEUTICALS: Posts $9.5-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
Pacira Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $9.5 million on $4.0 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $7.9 million on $4.5 million of revenues for the
same period last year.

The net loss was $28.0 million on $11.5 million of revenues for
the nine months ended Sept. 30, 2011, compared with a net loss of
$20.1 million on $12.4 million of revenues for the same period of
2010.

The Company's balance sheet at Sept. 30, 2011, showed
$77.6 million in total assets, $63.7 million in total liabilities,
and stockholders' equity of $13.9 million.

"As of Sept. 30, 2011, we believe certain matters raise
substantial doubt about our ability to continue as a going
concern." the Company said in the filing.

"Such doubts are based on our recurring losses and our cash used
in operating activities.  We continue to experience losses.  Our
ability to continue as a going concern is subject to our ability
to generate a profit and/or obtain necessary funding from outside
sources, including by the sale of our securities, obtaining loans
from financial institutions or other financing arrangements, where
possible.  Our continued losses increase the difficulty of our
meeting such goals and our efforts to continue as a going concern
may not prove successful."

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

                       http://is.gd/HIS320

Parsippany, N.J.-based Pacira Pharmaceuticals, Inc. (Nasdaq: PCRX)
-- http://www.pacira.com/-- is an emerging specialty
pharmaceutical company focused on the clinical and commercial
development of new products that meet the needs of acute care
practitioners and their patients.  The Company's current emphasis
is the development of non-opioid products for postsurgical pain
control, and its lead product, EXPAREL (bupivacaine liposome
injectable suspension), was approved for administration into the
surgical site to produce postsurgical analgesia by the U.S. Food
and Drug Administration in October 2011.  EXPAREL and two other
commercially available products utilize the Pacira proprietary
product delivery technology DepoFoam(R), a unique platform that
encapsulates drugs without altering their molecular structure and
then releases them over a desired period of time.


PALM HARBOR: Now Named PHH Liquidation to Recognize Sale of Asset
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Palm Harbor Homes Inc., et
al., to change its corporate name and case caption to PHH
Liquidation Trust.

As reported in the Troubled Company Reporter on Oct. 3, 2011, the
Debtors believed that the relief sought is appropriate and
necessary to recognize the substantial impact of the sale order
upon the Debtors' Chapter 11 estates, and to avoid any potential
confusion that could arise during the post-closing period.

                       About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  Palm Harbor Homes disclosed assets of $103,061,759
+ undetermined amount and liabilities of $1,244,977 +
undetermined amount.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to $55
million in secured financing for Palm Harbor's reorganization.


PALMETTO L & D: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Palmetto L & D, LLC
        P.O. Box 3473
        Fort Mill, SC 29708

Bankruptcy Case No.: 11-06647

Chapter 11 Petition Date: October 27, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Lemuel Showell Blades, IV, Esq.
                  131 Caldwell Street
                  P.O. Box 10671
                  Rock Hill, SC 29731
                  Tel: (803) 329-6115
                  E-mail: showell@showellblades.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 two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb11-06647.pdf

The petition was signed by Jack Henry Smith, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jack Henry Smith                       10-08465


PETCO ANIMAL: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
PETCO Animal Supplies Inc.'s $1.225 billion term loan to '3' from
'4', indicating the expectation for meaningful (50% to 70%)
recovery in the event of a payment default.

"At the same time, we affirmed all other ratings on PETCO,
including our 'B' corporate credit rating. The outlook is stable,"
S&P stated.

"The higher recovery rating on the $1.225 billion term loan
reflects our revision of the company's emergence valuation," said
Standard & Poor's credit analyst Mariola Borysiak.

The ratings reflect Standard & Poor's Ratings Services'
expectation that PETCO's leverage will remain in the low-7x and
its cash flow protection measures will stay thin, at about 1.9x
over the near term. "n our view these measures are characteristic
of a highly leveraged financial risk profile," S&P said

Following the dividend recapitalization in November 2010, PETCO's
pro forma total debt to EBITDA increased to about 8x from about
6.4x before the transaction. Subsequently, stable performance and
modest EBITDA growth led to leverage declining to about 7.5x on
July 31, 2011. "We anticipate that leverage will continue to
decrease and will likely fall to about 7x in the next year, as a
result of operational gains. Although the existing credit facility
requires the company to sweep excess cash flow for debt reduction,
we do not see significant debt paydown, because the company plans
to accelerate its growth plans, which will likely result in
increased capital spending," S&P stated.


PHARMOS CORP: Posts $446,000 Net Loss in Third Quarter
------------------------------------------------------
Pharmos Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $446,039 for the three months ended
Sept. 30, 2011, compared with a net loss of $470,301 for the same
period of 2010.

Pharmos generated zero revenue for both periods.

The net loss was $1.5 million for the nine months ended Sept. 30,
2011, compared with a net loss of $1.4 million for the same period
of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.9 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $693,181.

As reported in the TCR of Feb. 24, 2011, Friedman LLP, in East
Hanover, N.J., expressed substantial doubt about Pharmos' ability
to continue as going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
suffered recurring losses from operations, has an accumulated
deficit and expects to continue to incur losses going forward.

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

                       http://is.gd/39R62B

                    About Pharmos Corporation

Iselin, New Jersey-based Pharmos Corporation is a
biopharmaceutical company that discovers and develops novel
therapeutics to treat a range of diseases of the nervous system,
including disorders of the brain-gut axis (e.g., Irritable Bowel
Syndrome), with a focus on pain/inflammation, and autoimmune
disorders.  The Company's most advanced product is Dextofisopam
for the treatment of irritable bowel syndrome (IBS).


PINE CONE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Pine Cone Holding Co., LLC
        P.O. Box 1087
        Ruskin, FL 33575

Bankruptcy Case No.: 11-20033

Chapter 11 Petition Date: October 27, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

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

Scheduled Assets: $432,148

Scheduled Debts: $2,291,660

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-20033.pdf

The petition was signed by Patrick Seery, managing member.


POINT BLANK: Court Approves Asset Sale; Body Armor Is Backup
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order approving the asset purchase agreement and authorizing
the sale of substantially all of the Point Blank Solutions' assets
related to the operation of the Company's bullet, fragmentation
and stab resistant apparel manufacturing business to highest
auction bidder Point Blank Enterprises.  Body Armor was selected
as the back-up bidder.

                         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.


PONIARD PHARMACEUTICALS: Posts $3.8-Mil. Net Loss in 3rd Quarter
----------------------------------------------------------------
Poniard Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.8 million for the three months
ended Sept. 30, 2011, compared with a net loss of $6.4 million for
the same period last year.  To date, the Company has not
received any revenues from sales of picoplatin.

The net loss was $10.9 million for the nine months ended Sept. 30,
2011, compared with a net loss of $24.9 million for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed $7.7 million
in total assets, $4.6 million in total liabilities, and
stockholders' equity of $3.1 million.

As reported in the TCR on April 6, 2011, Ernst & Young LLP, in
Palo Alto, Calif., expressed substantial doubt about Poniard
Pharmaceuticals' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred recurring operating losses and negative
cash flows from operations.

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

                       http://is.gd/MFzfoX

San Francisco, Calif.-based Poniard Pharmaceuticals, Inc. (Nasdaq:
PARD) -- http://www.poniard.com/-- is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products.  The Company's lead product candidate is
picoplatin, a chemotherapeutic designed to treat solid tumors that
are resistant to existing platinum-based cancer therapies.


PRECISION PARTS: Chapter 11 Reorganization Plan Confirmed
---------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Oct. 28 confirmed PPI Holdings Inc.'s Chapter
11 reorganization plan, under which most unsecured creditors would
recover only a fraction of their claims.  Judge Gross signed off
on the plan, which obtained the blessing of PPI's Chief Financial
Officer Roger Goldbaum.

Mr. Goldbaum said in a declaration filed the same day that the
proponents of the plan had participated in the Chapter 11 cases in
good faith throughout the preparation of the reorganization plan,
Law360 relates.

As previously reported by the Troubled Company Reporter on Aug. 5,
2011, the Plan provides for the transfer of the assets and debts
of the Debtors to the Liquidating Trust which will be administered
by the Liquidating Trustee, who will, among other things,
distribute the proceeds from the assets to creditors.

The Plan designates six Classes of Claims and one Class of
Interests.  Priority Unsecured Claims in Class 1 and Other Secured
Claims in Class 2 are Unimpaired under the Plan and are deemed to
accept the Plan.

Convenience Claims in Class 3, General Unsecured Claims in
Class 4, and Lender Deficiency Claims in Class 5 are Impaired and
entitled to vote.

Intercompany Claims in Class 6 and Interests in Class 7 are
Impaired and deemed to reject the Plan.

Under the Plan, Class 1 Priority Unsecured Claims will be paid in
full on the Effective Date.  Class 2 Other Secured Claims will, at
the option of the Liquidating Trustee, receive (i) 100% of their
Claims in Cash in full on the Effective Date, or (ii) the
collateral securing their Claims.

Class 3 Convenience Claims will receive, in full satisfaction of
their Claims, Cash in amount equal to 3.5% of their Claims,
without Postpetition Interest.

Each holder of a Class 4 General Unsecured Claim will receive its
pro rata share of $150,000, which will be funded into the General
Unsecured Reserve Account on the Effective Date.  The Proponents
estimate that the total amount of Class 4 General Unsecured Claims
is approximately $103,140,000.  Accordingly, the Proponents
estimate that Holders of Allowed General Unsecured Claims will
receive a minimum Pro Rata distribution equal to 0.15% of their
Allowed Claims.

The bulk of anticipated distribution to Class 4 will come from
recoveries in Avoidance Actions and other litigation.

Class 5 Lender Deficiency Claims will receive Cash in an amount
equal to the Holder's Pro Rata share of the remaining funds
in the Liquidating Trust after Claims in Class 1 through
Class 4 and expenses of the Liquidating Trust have been
paid in full.

Class 6 Intercompany Claims and Class 6 Interests will not receive
any distributions.  These Claims will be extinguished.

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

         http://bankrupt.com/misc/ppi.firstamendedDS.pdf

A full-text copy of the Disclosure Statement, together with the
Court-approved liquidation analysis, is available for free at:

         http://ResearchArchives.com/t/s?76e0

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sold products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operated six manufacturing
facilities throughout North America, including a facility in
Mexico operated on their behalf by Intermex Manufactura de
Chihuahua under a shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13289) on Dec. 12,
2008.  Attorneys at Pepper Hamilton LLP serve as the Debtors'
bankruptcy counsel.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings Inc.
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.

Attorneys at Stevens & Lee, P.C., represent the Creditors
Committee as counsel.

On March 13, 2009, the Bankruptcy Court approved the Debtors' sale
of substantially all of their assets to Cerion LLC.  The sale
closed on March 26, 2009.  The Debtors received net proceeds of
$16,031,508 after an agreed upon working capital adjustment.


QR PROPERTIES: Confirmation Hearing Deferred Pending Sale
---------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has continued the hearing on the
confirmation of QR Properties, LLC's Second Amended Plan of
Reorganization dated July 12, 2011.  The Court set the hearing for
the date of the sale of the Debtors assets.

According to the Debtor's case docket, the hearing on consider
approval of the private sale of the real property -- The
Residences at Quail Ridge Located at 354B Great Road and Skyline
Drive, Acton, Massachusetts is set for Nov. 30, at 2:00 p.m.
Objections, if any, are due by Nov. 14, at 4:30 p.m.   Bids or
counteroffers are due Nov. 14, 2011.

As reported in the Troubled Company Reporter on July 20, 2011, the
Debtor filed a Second Amended Disclosure Statement to include the
agreement with Webster Bank, a secured creditor, concerning the
treatment of Webster Bank's claim.

The Debtor and Webster Bank agreed that in the event that Webster
Bank does not receive a payment of not less than $7,481,500 by
Sept. 30, 2011, the Debtor will assent to Webster Bank's motion
for relief from stay and allow Webster Bank to enforce its rights
under its mortgage securing the collateral.

The agreement also requires that the plan be confirmed and a sale
of real property to Pulte Homes of New England for $7,350,000, be
executed pursuant to a March 1, 2011 agreement.

According to the Amended Disclosure Statement, the plan provides
for payment in full of all allowed administrative claims, priority
claims, including priority tax claims, payment of the Town of
Acton secured claim, secured claim of Webster Bank, unsecured
claims against the Debtor and for a pro rata distribution to the
subordinated claims of insiders.

Funding of the Plan will come primarily from the base purchase
price for the sale of the premises pursuant to the agreement, the
additional purchase price, any cash held by the estate, and
contribution to be made by current members of the Debtor, well as
the proceeds of any rights of action.

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

                     About QR Properties, LLC

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QUALTEQ INC: Secures Final $4.5 Million Loan Approval
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that QualTeq Inc. received final approval to borrow
$4.5 million from Sterling National Bank, the existing lender.  An
objection from Bank of America NA failed to persuade the U.S.
bankruptcy judge in Delaware. The new loan will pay off $3.7
million in debt already owing to Sterling.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Scouler & Company is the restructuring advisors.  QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUALTEQ INC: Court OKs Goldstein & McClintock as Lead Counsel
-------------------------------------------------------------
QualTeq, Inc., d/b/a VCT New Jersey, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Goldstein & McClintock LLC as their lead
counsel to perform legal services that will be necessary during
the Chapter 11 cases, including:

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

     * Attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

     * Take all necessary action to protect and preserve the
       Debtors' estates;

     * Prepare all motions, applications, answers, orders,
       reports, and papers necessary to the administration of the
       Debtors' estates and their Chapter 11 cases;

     * Take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of the Debtors' plan of reorganization;

     * Represent the Debtors in connection with obtaining use of
       cash collateral and any postpetition financing;

     * Advise the Debtors in connection with any potential sale
       of assets;

     * Appear before the Court, any appellate courts, and the
       U.S. Trustee, and protect the interests of the Debtors'
       estates before these courts and the U.S. Trustee; and

     * Perform all other necessary legal services to the Debtors
       in connection with the Chapter 11 cases.

The firm will be paid in accordance with its hourly rates in
effect on the date the services are rendered, and reimbursed for
necessary expenses.  The firm's hourly billing rates for attorneys
for the 2011 calendar are approximately:

               Senior partners            $645
               New associates             $225
               Legal assistants        $65 - $250

The Debtors believe that the firm does not hold or represent any
interest adverse to the Debtors' estates and that the firm is a
disinterested person as the term is defined in Section 101(14) of
the Bankruptcy Code.

                       About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUALTEQ INC: Committee Retains Eisneramper LLP as Accountants
-------------------------------------------------------------
QualTeq, Inc., d/b/a VCT New Jersey, Inc.'s Official Committee of
Unsecured Creditors asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Eisneramper LLP as
accountants and financial advisors.

Upon retention, the firm will, among other things:

   a. analyze the financial operations of the Debtors pre-post
      petition as necessary;

   b. perform forensic investigating services as requested by the
      Committee and counsel regarding prepetition activities of
      the Debtors in order to identify potential causes of action;
      and

   c. perform claims analysis for the Committee, as necessary.

Edward A. Philips, a partner of Eisneramper LLP, attests that the
firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code.

The principal professionals at Eisneramper LLP designated to
represent the Committee and their currently hourly rates:

   Personnel                                Rates
   ---------                                ------
   Edward A. Philips (Partners)               $505
   Allen D. Wilen (Partner)                   $505
   Thomas W. Buck (Director)                  $445
   Various associates as required           $195-$300
   Stephanie Prinston (paraprofessional)      $135

The firm's rates are:

   Personnel                           Rates
   ---------                           ------
   Directors/Partners                  $440-$560
   Directors                           $400-$445
   Managers/Senior Managers            $275/$400
   Paraprofessionals and Staff         $115-$275

                       About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Goldstein & McClintock LLC is the lead counsel
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUALTEQ INC: Committee to Retain Lowenstein Sandler as Counsel
--------------------------------------------------------------
QualTeq, Inc., d/b/a VCT New Jersey, Inc.'s Official Committee of
Unsecured Creditors asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Lowenstein Sandler
PC as counsel.

Upon retention, the firm will, among other things:

   a. provide legal advice as necessary with respect to the
      Committee's power and duties as an official committee
      appointed under 11 U.S.C. Sec. 1102;

   b. assist the Committee in investigating the acts, conducts,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtor's business, potential claims,
      and any other matters relevant to the case, to the sale of
      assets or to the formulation of a plan reorganization (a
      Plan); and

   c. participate in formulation of a Plan.

The firm will charge the Debtor's estates at these rates:

    Personnel                              Hourly Rates
    ---------                              ------------
    Members (principals) of the firm        $435-$895

    Senior Counsel (generally 10 or more
    years experience)                       $390-$660

    Counsel                                 $350-$630

    Associates (generally 6 years
    experience)                             $250-$470

    Paralegals and Assistants               $145-$245

The Committee attests that the firm is a "disinterested person,"
as that term is defined in section 101(14) of the Bankruptcy Code.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Goldstein & McClintock LLC is the lead counsel.  Scouler & Company
is the restructuring advisors.  QualTeq estimated assets of up to
$50 million and debts of up to $100 million as of the Chapter 11
filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUANTUM FUEL: Stockholders OK 2011 Stock Incentive Plan
-------------------------------------------------------
At Quantum Fuel Systems Technologies Worldwide, Inc.'s annual
meeting of stockholders on Oct. 27, 2011, stockholders approved
the 2011 Stock Incentive Plan.  The 2011 Stock Plan had been
previously approved by the Company's Board of Directors and, with
the approval of the Company's stockholders, is effective
immediately.

Also at the Annual Meeting, stockholders elected three Class I
directors, namely Paul Grutzner, Brian Runkel and Carl Sheffer, to
its Board of Directors, to hold office until the 2014 annual
meeting of stockholders or until his respective successor is duly
elected and qualified.  Stockholders ratified the appointment of
Haskell & White LLP as its independent registered public
accounting firm for the fiscal year ending April 30, 2012.
Stockholders approved the compensation of Company's named
executive officers and recommended an annual vote on the
compensation of its named executive officers.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                     Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


REALOGY CORP: Bank Debt Trades at 13% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 86.92 cents-on-the-
dollar during the week ended Friday, Nov. 4, 2011, an increase of
2.52 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's 'B1' rating and Standard & Poor's 'B-' rating.
The loan is one of the biggest gainers and losers among 116 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's bInternational Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $21 million on $1.18 billion of net revenues for the three
months ended June 30, 2011, compared with net income of $223
million on $1.25 billion of net revenues for the same period
during the prior year.

The Company also reported a net loss of $258 million on $2.01
billion of net revenues for the six months ended June 30, 2011,
compared with net income of $26 million on $2.07 billion of net
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $7.98 billion
in total assets, $9.29 billion in total liabilities, and a $1.31
billion total deficit.  Realogy has 'Caa2' corporate family rating
and 'Caa3' probability of default rating, with positive outlook,
from Moody's.  The rating outlook is positive.  Moody's said in
January 2011 that the 'Caa2' CFR and 'Caa3' PDR reflects very high
leverage, negative free cash flow and uncertainty regarding the
timing and strength of a recovery of the residential housing
market in the U.S.  Moody's expects Debt to EBITDA of about 14
times for the 2010 calendar year.  Despite the recently completed
and proposed improvements to the debt maturity profile, the Caa2
CFR continues to reflect Moody's view that current debt levels are
unsustainable and that a substantial reduction in debt levels will
be required to stabilize the capital structure.


REB OF FLORIDA: Files, Together With Owner, for Bankruptcy
----------------------------------------------------------
Carole Donoghue at CSP Daily News reports that Reb of Florida
Inc. has filed for Chapter 11 bankruptcy protection, owing around
$14 million in unsecured claim.  The Company's creditors include
ChevronTexaco, Shell, Marathon, four large common carriers and
several banks.

According to the report, Reb of Florida said it is seeking court
permission to continue paying Chevron and Motiva Enterprises,
Shell's East Coast marketing arm, on net 10-day terms so the
refiners do not call in their letters of credit.  The Company said
it sells from $500,000 to $1 million-worth of gasoline daily
through dealers.  It is also seeking permission to continue paying
four common carriers, including Kenan Transport Co. and Southfork
Transportation LLC.  Its total weekly tab with the four firms
usually runs around $30,000, the Company said in an Oct. 27
filing.

CSP Daily relates that Daniel W. McCravy III, owner of Reb of
Florida, also filed for personal Chapter 11 bankruptcy protection.
Mr. McCravy's 20 largest unsecured creditors include ChevronTexaco
and CITGO.  He personally guaranteed fuel purchases from the two
suppliers for $815,000 and $183,000, respectively.

The report says Mr. McCravy sought bankruptcy protection because
of judgments entered against a marketer with whom he did business
in the past and legal fees that he incurred as a result.

The report notes Reb agreed several years ago to supply stations
leased by Ali M. Jaferi, a businessman who operated multiple
companies, including USA Grocers Group, Trico Petroleum and AJ
Petroleum LLC.  Mr. Jaferi subsequently used one of his companies,
a 50-50 joint-venture company established with Reb called USAG
Petro, to enter into various transactions that Mr. McCravy said he
knew nothing about at the time.

CSP Daily says, among those who sued Mr. Jaferi were a group of
investors, Petroleum Realty LLC, which had leased 27 properties to
Mr. Jaferi's enterprises.  The group claimed it was owed in excess
of $9 million because of alleged defaults on rent and insurance
payments by the joint venture company.

The report says Petroleum Realty alleged Mr. Jaferi operated a
complex supply and distribution business in Florida and Georgia
through more than 100 companies, divesting and concealing assets
"in an effort to stymie creditors."  It subsequently won damages
against Mr. Jaferi in excess of $14 million, according to
documents filed in a Florida state court, and forced Mr. Jaferi
into Chapter 7 involuntary liquidation.

"Probably the largest reason for the filing, besides what we're
facing as a wholesaler in today's market, can be put down to the
lawsuit that has been going on for years now involving Ali
Jaferi," the report quotes Mr. McCravy as saying, "but we'll come
out of this in good shape."

Reb of Florida Inc. is a wholesale oil distributor in Stuart,
Florida.


REB OF FLORIDA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Reb of Florida, Inc.
        aka Reb Oil Inc.
        P.O. Box 3120
        Stuart, FL 34995

Bankruptcy Case No.: 11-39609

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Robert C. Furr, Esq
                  FURR & COHEN
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: bnasralla@furrcohen.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-39609.pdf

The petition was signed by Daniel McCravy, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Daniel W. McCravy, III                 11-39616    10/26/11
Reb Oil and Gas, Inc


REGIONS FINANCIAL: Fitch Affirms 'BB+' Subordinated Debt Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Regions Financial (RF) and its subsidiary at 'BBB-' at
short-term IDR at 'F3'.  The Rating Outlook has been revised to
Stable from Negative.

Fitch's rating action reflects some modest improvements in the
company's overall risk profile.  These improvements help to remove
some of the near-term risk of a rating downgrade.  That said, RF
continues to be rated at least two notches below some of its
industry peers, which Fitch believes is appropriate given the
relative strengths at some of the regional banking peers and the
challenges RF faces.  RF is looking to sell Morgan Keegan's (MK)
investment banking and brokerage businesses.  The impact of a
potential transaction is incorporated into RF's existing ratings.

The affirmation reflects improving profitability and capital
trends, moderating asset quality on some measures, and a solid
bank and holding company liquidity profile.  RF also benefits from
a solid franchise located in the Southeast.  Despite these
improvements, RF's return to profitability and improvement in
asset quality metrics has lagged that of the regional peer bank
universe, and Fitch expects that RF's risk profile will remain
weaker than its peers.

RF reported its fourth consecutive quarterly profit in the third
quarter 2011 (3Q'11), albeit at still modest levels.  While
previous quarterly results included one-time securities gains or
tax benefits, earnings in 3Q'11 did not include any significant
one-time gains.  Adjusted PPNR is now covering provision expenses
(at 1.52 times [x] in 3Q'11), although the modest coverage is
still well below peer averages.  The company will likely continue
to struggle with a net interest margin below peer levels, elevated
credit and environment costs, and escalated regulatory and
compliance expenses.

RF has been a laggard in credit quality improvement among the
regional banking peer universe, and 3Q'11 performance was somewhat
mixed. RF does continue to report improvement along various asset
quality metrics, including lower linked-quarter NPAs, NCOs, and
delinquencies in 3Q'11.  Offsetting these improvements, RF
reported deteriorating trends in NPA additions and troubled debt
restructuring (TDR) amounts.

NPA inflows increased $203 million or approximately 33% on a
sequential basis in 3Q'11, primarily driven by non-owner-occupied
CRE.  Fitch views the increase somewhat cautiously, but notes that
63% of these credits were current and paying as agreed as of Sept.
30, 2011, helping to mitigate some of the credit risk associated
with the inflows.

RF identified $1.7 billion of new commercial and CRE TDRs during
the quarter as a result of the implementation of clarified
accounting guidance.  RF reported that there was no material
impact to the allowance as a result of the higher TDR balances
since a majority of the increase in total TDRs had already been
rated substandard accruing, and accordingly already factored into
allowance calculations.  Given the redefault performance to date
of the TDRs and the lack of impact on the allowance, Fitch does
not view the deterioration in Fitch-calculated NPAs as a material
weakening in RF's credit profile or asset quality performance.

Given modest profitability and continued balance sheet shrinkage,
RF's capital ratios continue to improve. The estimated Tier 1
common ratio of 8.2% as of Sept. 30, 2011 was up approximately 50
basis points (bps) from a year ago, though RF's Tier 1 common
ratio is still below peer averages.

RF is the largest bank yet to repay its $3.5 billion TARP
preferred stock.  Fitch expects that repayment of TARP will likely
not occur until 2012, and when conducted, will likely include some
form of common issuance that will help improve Tier 1 common
capital ratios further.

Regulatory capital ratios are also impacted by the exclusion of
$506 million in deferred tax assets (DTA), which negatively
impacts the Tier 1 risk-based capital ratio by approximately 55
bps.  Given RF has been profitable over the past four quarters,
Fitch does not conclude that RF is at risk of a write-off its DTA
for GAAP purposes, and that it will accrete back into capital for
regulatory purposes over the next 12 to 24 months.

Similar to others in the banking industry, RF's liquidity profile
continues to improve given an influx of deposits and lack of loan
demand.  The mix of funding also continues to strengthen with low
cost deposits increasing to 77% of total deposits as of June 30,
2011, up from 65% two years ago, as RF has reduced its reliance on
more costly time deposits.

Parent company liquidity remains adequate in light of the
company's rating category.  At June 30, 2011, the parent had $2.6
billion in cash, which provides approximately three years coverage
of debt service costs, dividends, and near-term maturities ($950
million maturing in 2012 and $250 million in 2013).

RF is a $130 billion financial holding company headquartered in
Birmingham, Alabama.  RF operates approximately 1,800 branches in
16 states across the South, Midwest and Texas.  RF provides
traditional commercial, retail and mortgage banking services, as
well as investment banking, asset management, trust, mutual funds,
and securities brokerage services through its wholly owned
subsidiary, Morgan Keegan.

Fitch has affirmed the following ratings and revised the Outlook
to Stable:

Regions Financial Corporation

  -- Long-term IDR at 'BBB-';
  -- Senior debt at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Subordinated debt at 'BB+';
  -- Viability rating at 'bbb-';
  -- Preferred stock at 'BB';
  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'No Floor'.

Regions Bank

  -- Long-term IDR at 'BBB-';
  -- Long-term deposits at 'BBB';
  -- Short-term deposits at 'F2';
  -- Short-term IDR at 'F3';
  -- Senior debt at 'BBB-';
  -- Subordinated debt at 'BB+';
  -- Individual at 'C';
  -- Viability rating at 'bbb-';
  -- Short-term debt guaranteed by TLGP at 'F1+'.

AmSouth Bank

  -- Subordinated debt at 'BB+'.

Regions Financing Trust II, III

  -- Preferred stock at 'BB'.

AmSouth Bancorporation

  -- Subordinated debt at 'BB+'.

The Rating Watch Negative is maintained for the following:

Regions Bank

  -- Support at '4';
  -- Support floor at 'B'.


RENO QUALITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Reno Quality Homes, Inc.
        P.O. Box 8070
        Reno, NV 89507

Bankruptcy Case No.: 11-53308

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $724,500

Scheduled Debts: $15,850,364

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-53308.pdf

The petition was signed by Robert N. Fitzgerald, president.


RIVER ROCK: S&P Lowers Rating on $200-Mil. Senior Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Native American casino operator River Rock Entertainment
Authority (RREA), as well as its issue-level rating on RREA's
existing $200 million senior notes, to 'D' from 'CCC'. The
rating actions followed RREA's failure to repay the principal on
its existing $200 million senior notes at maturity.

"In addition, we withdrew our preliminary 'B-' issue-level rating
on RREA's proposed new $205 million senior notes, as well as our
issue-level rating on the existing notes," S&P related.

The rating action stems from RREA's inability to successfully
repay the principal on its senior notes, due on Nov. 1, 2011,
which constitutes a default under the terms of the notes'
indenture. RREA was created to operate the River Rock Casino for
the Dry Creek Rancheria Band of Pomo Indians.


ROCK & REPUBLIC: VF Sues Ball for Infringing Marks
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that VF Corp., the manufacturer of Lee and Wrangler jeans,
sued Michael Ball, the owner and chief executive of Rock &
Republic Enterprises Inc., for violating trademarks VF purchased
in March when it paid $55 million cash for the company's brand
names and intellectual property.  Greensboro, North Carolina-based
VF arranged for the U.S. Bankruptcy Court in Manhattan to hold a
hearing on Nov. 17 for a preliminary injunction to halt
infringement of the trademarks.

According to the report, VF alleges that Mr. Ball "brazenly
violated" the March asset purchase agreement by using the
trademarks on cosmetics.  The complaint also contends Ball used
the "Rock Racing" trademarks beyond permitted uses relating to Mr.
Ball's bicycle racing team.  Rock & Republic was a wholesaler and
retailer of what it called "avant-garde" apparel. The liquidating
Chapter 11 plan was confirmed in March and implemented the same
month. VF was a proponent of the plan along with the company and
the official creditors' committee.  The inventory, stores, and
other assets that VF didn't buy were transferred to a liquidating
trust under the plan.

                       About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy were
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.  Lawyers at Arent Fox represent the
Liquidating Trust.


RUDEN MCCLOSKY: Law Firm Files Ch. 11 for Sale to Greenspoon
------------------------------------------------------------
Ruden McClosky PA, a law firm with eight offices in Florida, filed
a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-40603) on
Nov. 1 in Fort Lauderdale, intending to sell the firm to
Greenspoon Marder PA, a six-office Florida firm.  Assuming there
are no other bids at auction, Greenspoon will pay $7.6 million,
plus assumed debt. The buyer will also give back one-third of
collections on Ruden's accounts receivable for two years.  Having
shrunk in size, the Ruden firm now has 67 attorneys and 148 total
employees, court papers say. A court filing says it is
"anticipated" that many of the firm's "employees" will join
Greenspoon.  If the bankruptcy judge goes along with the idea,
there will be an auction Nov. 28 and a sale-approval hearing the
next day.  The firm owes $4.6 million to the secured lender Wells
Fargo Bank NA. Shareholders of the firm guaranteed the debt.


RUDEN MCCLOSKY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ruden McClosky P.A.
          fdba Ruden, McClosky, Smith, Schuster & Russell, P.A.
        200 E. Broward Boulevard, Suite 1500
        Fort Lauderdale, FL 33301

Bankruptcy Case No.: 11-40603

Chapter 11 Petition Date: November 1, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Leslie Gern Cloyd, Esq.
                  BERGER SINGERMAN, P.A.
                  350 E. Las Olas Boulevard, #1000
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  Fax: (954) 523-2872
                  E-mail: lcloyd@bergersingerman.com

                         - and ?

                  Paul Steven Singerman, Esq.
                  BERGER SINGERMAN, P.A.
                  200 S. Biscayne Boulevard, #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  E-mail: singerman@bergersingerman.com

Debtor?s
Restructuring
Advisors:         DEVELOPMENT SPECIALISTS, INC.

Debtor?s
Claims Agent:     KURTZMAN CARSON CONSULTANTS LLC

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

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

The petition was signed by Joseph J. Luzinski, chief restructuring
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Teachers Insurance Annuity         Lease Termination      $488,274
Association of America             Agreement
One Southeast Third Avenue, 25th Floor
Miami, FL 33131

Judy McClosky                      Deferred Compensation  $388,661
2032 Sunrise Key Boulevard         Agreement
Fort Lauderdale, FL 33304

Criden & Love, P.A.                Jerk Machine           $340,000
7301 S.W. 57th Court, Suite 515    Settlement
South Miami, FL 33143

VV USA City, L.P.                  Office Lease           $228,446

Greenspoon Marder, P.A.            Vendor Payable         $217,082

DeMahy Labrador & Drake, PA        Vendor Payable         $185,643

Iron Mountain                      Vendor Payable          $87,681

Document Technologies, Inc.        Vendor Payable          $57,515

Jones Foster Johnson & Stubbs, P.A.Vendor Payable          $42,929

MOF 401 Jackson Tampa, LLC         Office Lease            $40,109

West Payment Center/IL             Vendor Payable          $39,960

Veritext/Florida Reporting         Vendor Payable          $28,750

Goldstein Schechter Koch           Vendor Payable          $23,100

Schwartz Media Strategies          Vendor Payable          $21,000

Focus Real Estate Advisors, LLC    Vendor Payable          $20,163

McCabe Research & Consulting       Vendor Payable          $18,750

American Realty Consultants, Inc.  Vendor Payable          $17,998

Downey & Downey, P.A.              Vendor Payable          $17,703

Director of the USPTO              Vendor Payable          $17,525

Hill, Ward & Henderson             Vendor Payable          $16,196


SALLY HOLDINGS: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sally Holdings LLC to 'BB+' from 'BB'. The rating
outlook is positive.

"At the same time, we assigned to Sally Holdings and Sally Capital
Inc.'s (as co-issuers) proposed $450 million senior unsecured
notes due 2019 our 'BB+' issue-level rating. We also assigned this
debt a recovery rating of '3', indicating our expectation of
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default," S&P said.

"According to the company, it intends to use the proceeds from the
notes offering to redeem $430 million of the company's 9.25%
senior unsecured notes due 2014 and to pay fees and expenses
related to the offering and redemption of the notes. Upon
completion of the redemption we will withdraw the ratings
on the 2014 notes. The new note issue will be fully and
unconditionally guaranteed on a senior unsecured basis by all
existing and future domestic restricted subsidiaries who have
guaranteed the company's credit facility, 2014 notes, and
subordinated notes," S&P said.

"In addition, we raised our senior secured debt rating on Sally to
'BBB' from 'BBB-'. The recovery rating remains '1', indicating our
expectations for very high (90% to 100%) recovery in the event of
a payment default," S&P said.

"We also raised our senior unsecured debt rating on Sally to 'BB+'
from 'BB'. The recovery rating remains '3', indicating our
expectations for meaningful (50% to 70%) recovery in the event of
a payment default," S&P stated.

"Furthermore, we raised our subordinated debt rating on Sally to
'BB-' from 'B+'. The recovery rating remains '6', indicating our
expectations for negligible (0% to 10%) recovery in the event of a
payment default," S&P related.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.


SALLY HOLDINGS: S&P Keeps 'BB+' Rating on $750-Mil. Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB+' rating on Sally Holdings
LLC and Sally Capital Inc.'s $750 million senior unsecured notes
due 2019 remains unchanged following the upsizing of the note
issue by $300 million. "The '3' recovery rating, indicating our
expectation meaningful (50% to 70%) recovery for noteholders in
the event of a payment default, also remains unchanged," S&P
related.

"We expect the company to use the upsized note issuance proceeds
to redeem $275 million of the company's 10.5% senior unsecured
notes due 2016 and to pay fees and expenses related to the
offering and redemption of these notes," said Standard & Poor's
credit analyst Jayne Ross. She added, "Upon completion of
the redemption, we will withdraw the ratings on the subordinated
notes due 2016."

The new note issue will be fully and unconditionally guaranteed on
a senior unsecured basis by all existing and future domestic
restricted subsidiaries who have guaranteed the company's credit
facility, 2014 notes, and subordinated notes.

"The speculative-grade rating on Sally Holdings, which is an
indirect wholly owned subsidiary of Sally Beauty Holdings Inc.,
reflects our view that the company will continue its positive
momentum with organic sales growth of 5% to 7%, positive
comparable-store sales, modest gross margin improvement, and
continued debt reduction, resulting in improving credit protection
measures over the next 12 months. In our opinion, Sally's
financial risk profile is significant, reflecting its moderately
leveraged capital structure, its predictable positive cash flow
generation -- given the fairly stable characteristics of its
distribution business -- and its improving credit
protection measures. In addition, we view the company's business
risk profile as satisfactory, given its position as the largest
U.S. beauty supply distributor in the U.S., somewhat countered by
its participation in the competitive and very fragmented
professional beauty supply industry, both domestically and
internationally. The rating also reflects our expectation
that Sally will make small tuck-in acquisitions over the
intermediate term that are not credit-damaging," S&P related.

For the complete corporate rating rationale, please see the
research update on Sally Holdings LLC, published on RatingsDirect
on the Global Credit Portal. The full recovery analysis will be
available on RatingsDirect as soon as possible following the
release of this report.

Ratings List

Sally Holdings LLC
  Corporate Credit Rating              BB+/Positive/--

Sally Holdings LLC
Sally Capital Inc.
$750M sr unsecd nts due 2019          BB+
   Recovery rating                     3


SB PARTNERS: To Effect a 1-for-20 Reverse Split
-----------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
a Rule 13e-3 Transaction Statement on Schedule 13e-3 in connection
with a 1-for-20 reverse split of the Partnership's units of
limited partnership interest.

As a result of this Reverse Split, (a) each limited partner owning
fewer than 3.7 Old Units immediately before the effective time of
the Reverse Split will receive $27.00 in cash, without interest,
for each Old Unit owned by such limited partner immediately prior
to the Reverse Split and will no longer be a limited partner of
the Partnership; and (b) each limited partner holding 3.7 or more
Old Units immediately before the effective time of the Reverse
Split will have New Units equivalent to the total Old Units held
divided by 20, with each partial New Unit to be paid in cash at
$540 per New Unit, which is equivalent to $27.00 per Old Unit.
Based upon the Partnership's analysis, it expects to pay a maximum
of approximately $116,464 to its limited partners in the aggregate
in connection with the Reverse Split.

Limited partners owning at least 3.7 Old Units and who are
"accredited investors," as defined under Rule 501 of Regulation D,
as promulgated under the Securities Act of 1933, as amended, will
be offered the chance to purchase the additional fractional Unit
interest necessary to round-up to the next whole New Unit.  The
purchase price for such "round up" Unit interests will be $27.00
per Old Unit, which is equivalent to $540.00 per New Unit.
Eligible limited partners electing to purchase "round up" unit
interests will not be entitled to receive any cash.

The primary effect of the Reverse Split will be to reduce the
Partnership's total number of record holders below 300 persons by
fully cashing out any limited partners with fewer than 3.7 Old
Units.  This will allow the Partnership to suspend its reporting
obligations under Section 15(d) of the Exchange Act of 1934.

A full-text copy of the Schedule 13e-3 is available for free at:

                        http://is.gd/vpNtDx

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

The Company's balance sheet at June 30, 2011, showed
$18.32 million in total assets, $20.41 million in total
liabilities, and a $2.08 million total partners' deficit.

As reported by the TCR on June 23, 2011, Dworken, Hillman, LaMorte
and Sterczala, P.C., in Shelton, Connecticut, did not include a
substantial doubt qualification in its report on the Company's
2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.


SCOTT'S ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Scott's Electric Inc.
        dba Communication Systems of Iowa
        dba Nu-Tech Communications, Inc.
        P.O. Box 1257
        Waterloo, IA 50704

Bankruptcy Case No.: 11-02425

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Northern District of Iowa (Waterloo)

Debtor's Counsel: John M. Titler, Esq.
                  HOWES LAW FIRM
                  3200 37th Avenue SW
                  Cedar Rapids, IA 52404
                  Tel: (319) 396-2410
                  E-mail: jtitler@howeslawfirmpc.com

Estimated Assets: $0 to $50,000

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/ianb11-02425.pdf

The petition was signed by Scott J. Jordan, president.


SCORPIO DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Scorpio Development, LLC
        P.O. Box 16756
        Sugar Land, TX 77496

Bankruptcy Case No.: 11-39084

Chapter 11 Petition Date: October 27, 2011

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

Judge: Letitia Z. Paul

Debtor's Counsel: Russell C. Jones, Esq.
                  THE HOLOWAY JONES LAW FIRM, PLLC
                  407 Julie Rivers Dr
                  Sugar Land, TX 77478
                  Tel: (281) 242-8100
                  Fax: (281) 242-7474
                  E-mail: litigation@jonesattorneys.com

Scheduled Assets: $2,174,595

Scheduled Debts: $2,041,240

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-39084.pdf

The petition was signed by Massoud Rad, member.


SE OPPORTUNITY: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SE Opportunity Fund LP
        450 Lexington Avenue
        P.O. Box 1753
        New York, NY 10017

Bankruptcy Case No.: 11-14970

Chapter 11 Petition Date: October 26, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Sean H. Lane

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $3,267,044

Scheduled Debts: $1,409,000

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-14970.pdf

The petition was signed by Jennifer Miller, Trustee of White Oak
Profit Sharing Plan, general partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
553 West 174th St. LLC                11-14968            10/26/11


SEAT PAGINE: Seeks Restructuring Deal With Creditors, Shareholders
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Italian
directories publisher Seat Pagine Gialle SpA is at the center of a
dispute with its stakeholders that may see the company put into
insolvency if an agreement isn't reached by the end of the month,
said market participants.

                        About Seat Pagine

Seat Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is
divided into four divisions: Directories Italia, operating
through, Seat Pagine Gialle; Directories UK, through TDL
Infomedia Ltd. and its subsidiary Thomson Directories Ltd.;
Directory Assistance, through Telegate AG, Telegate Italia Srl,
11881 Nueva Informacion Telefonica SAU, Telegate 118 000 Sarl,
Telegate Media AG and Prontoseat Srl, and Other Activitites
division, through Consodata SpA, Cipi SpA, Europages SA, Wer
liefert was GmbH and Katalog Yayin ve Tanitim Hizmetleri AS.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on May 25,
2011, Moody's Investors Service downgraded to Caa3 from Caa1 the
corporate family rating and the probability of default rating of
Seat Pagine Gialle SpA.  Concurrently, Moody's downgraded to Caa1
from B3 the rating on SEAT's EUR550 million senior secured notes
due 2017; and to Ca from Caa2 the rating on the EUR1.3 billion 8%
senior notes due 2014, issued by Lighthouse International Company
SA.  Moody's said the outlook remains negative.


SHASTA LAKE: Stipulation Approved on Use of BoA Cash Collateral
---------------------------------------------------------------
The Hon. Christopher M. Klein has approved a stipulation between
Shasta Lake Resorts LP and Bank of America, N.A., authorizing the
use of cash collateral.

The Debtor's right to use Bank of America's cash collateral will
become effective as of the Petition Date and will continue in
effect until the sooner of Nov. 30, 2011, an event of default,
or further order of the Court.

As reported in the Troubled Company Reporter on Oct. 5, 2011,
under the terms of the stipulation, the Debtor is entitled to use
the Cash Collateral and to pay certain actual and necessary
operating expenses incurred after the Petition Date.  Without the
written consent of BofA, the total payments for monthly expenses
will not exceed the budgeted amount by more than 10% of each line
item contained in the budget, or 110% of the  aggregate of all
line items included on the Budget in anyone month.  No other
payments or expenditures will be made except as BofA may
specifically authorize in writing, which will not be unreasonably
withheld and the response to any written request will be provided
in the most expeditious manner possible.

All Cash Collateral heretofore collected and in the possession or
under the control of the Debtor, and all Cash Collateral collected
by the Debtor, will be deposited into a debtor-in-possession bank
account and kept separate from any other funds of the Debtor.

As adequate protection payments, the Debtor will remit to BofA
monthly adequate protection payments equal to the amount of
interest accrued on a daily basis at a rate of Prime plus 2.5% per
annum on the unpaid principal balance of the Loan no later than
the 1st calendar day of each month, retroactive to the Petition
Date.

BofA holds a valid, duly perfected, enforceable  and non-avoidable
most senior security interest in the Cash Collateral.  As further
partial adequate protection for the continued use by the Debtor of
the Cash Collateral, BofA is granted a valid, duly perfected,
enforceable and non-avoidable replacement lien and security
interest of the same priority in all postpetition Cash Collateral
and other personal property of the Debtor.

The post-petition liens in favor of Secured Creditor will secure
repayment to BofA of the difference between the actual amount of
Cash Collateral spent by the Debtor from and after the Petition
Date and the Cash Collateral unspent for the same time period.

Under the stipulated order, the Debtor may continue to market and
sell used houseboats in the ordinary course of the Debtor's
business.  The Debtor acknowledges and agrees that Debtor's used
houseboats are "inventory" and are subject to BofA's lien.
Accordingly, any proceeds generated from the sale of the
Debtor's used houseboats are proceeds of BofA's collateral and
constitute Cash Collateral.  In addition to the adequate
protection payments, the Debtor agrees that 100% of the net sale
proceeds of each houseboat to be sold will be paid to BofA as a
condition of any sale, in exchange for the payment of which BofA
will release its lien against the houseboat being sold.

The Debtor and BofA also agree that the net proceeds of the sale
or other liquidation of Secured Creditor's Collateral related to
the business operations at the Debtor's Lake McClure site will be
held pending further agreement or allocation of the assets.  The
Debtor will account for the liquidation and sale of Collateral in
the reports to be provided to BofA.  The Debtor agrees that the
assets will not be sold without court approval and with notice to
BofA and an opportunity to be heard on any sale or settlement.

Any failure of the Debtor to perform fully or satisfy the
promises, duties, covenants, provisions or terms of this
stipulation, the Loan Documents, or any breach of a representation
or warranty, will be an event of default under this Stipulation
unless timely cured.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10,000,001 to $50,000,000, and debts
between $1,000,001 to $10,000,000.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SOLE LIDO: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sole Lido Development, LLC
        5600 Mariner Street, #200
        Tampa, FL 33609

Bankruptcy Case No.: 11-20163

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

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

Scheduled Assets: $2,205,485

Scheduled Debts: $4,647,330

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-20163.pdf

The petition was signed by Kiran C. Patel, MD, manager.


SOLYNDRA LLC: Says No Buyer as Yet Lined Up for Business
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Solyndra LLC previously scheduled an auction
for Nov. 18, the failed solar-panel maker didn't file papers until
Nov. 1 seeking court permission to sell the operation to whoever
comes out on top.  The sale-approval motion says that Solyndra is
yet to produce a standard-form contract to be used by those
bidding at the auction.  The auction was delayed once already.
Solyndra's papers say that assets excluded from the sale will
include cash, tax refunds and lawsuits.  The papers also say that
proceeds from the sale will be retained by the company, until the
court rules otherwise, with liens transferring from the assets to
the proceeds of sale.  No buyer is yet under contract, and the
papers don't say who is considering making an offer.  The
previously court-approved schedule calls for the submission of
bids by Nov. 16, the auction on Nov. 18, and a hearing to approve
the sale Nov. 22.

                       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.


SONJA TREMONT-MORGAN: Hannibal Objects to Amended Plan
------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a film company
that won a $7 million judgment against a bankrupt "Real Housewives
of New York City" star told a New York court Friday she had
overvalued by potentially millions of dollars the properties and
other assets she would liquidate to pay off creditors.

Law360 says Hannibal Pictures Inc. blasted Sonja Tremont-Morgan's
amended Chapter 11 disclosure statement, claiming she could
receive nothing from the sale of a 70-acre property in Telluride,
Colo.

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132).
The Debtor disclosed $13,458,749 in assets and $19,839,501 in
liabilities as of the Chapter 11 filing.


SOUTHCO INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SouthCo, Inc.
        515 Bohannon Avenue
        Greeneville, TN 37745

Bankruptcy Case No.: 11-52402

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Mark S. Dessauer, Esq.
                  HUNTER, SMITH & DAVIS
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801
                  E-mail: dessauer@hsdlaw.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/tneb11-52402.pdf

The petition was signed by Norm Clark, president.


SPECTRAWATT INC: Sells Substantially All Assets for $5 Million
--------------------------------------------------------------
The Hon. Cecelia G. Morris U.S. Bankruptcy Court for the Southern
District Of New York authorized Spectrawatt, Inc., to sell
substantially all of its assets to Canadian Solar, Inc.

In an auction held Sept. 28, 2011, Canadian Solar, Inc., acquired
all capital equipment of SpectraWatt, Inc. for $4.945 million.

The Series A-1 Noteholders have agreed to allow the sale of

the Purchased Assets upon the agreement of the Debtor to pay to
the Series A-1 Noteholder Agent the proceeds of the sale of the
Purchased Assets, less these costs, expenses and holdbacks:

   i) all cash necessary to pay any commissions due to the Sales
   Agent not otherwise paid by the Purchaser;

  ii) all cash necessary to satisfy any negative amount in the
   budget approved by the Court in the last cash collateral order;

iii) all cash necessary to pay priority claims in the case,
   including but not limited to, claims of professionals employed
   by the Debtor;

  iv) all cash necessary, based upon agreement of the Debtor and
   the Series A-1 Noteholder Agent (but in no event less than
   $50,000), to fund a wind-down trust; and

   v) all cash necessary to fund a pari passu distribution to
   general unsecured trade creditors equivalent to that of the
   Series A-1 Noteholders under a plan of reorganization.

                       About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


SPRING 59: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Spring 59 Associates LLC
        175 Route 59
        Spring Valley, NY 10977

Bankruptcy Case No.: 11-24115

Chapter 11 Petition Date: October 27, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Scott B. Ugell, Esq.
                  UGELL LAW FIRM, P.C.
                  24 South Main Street, Suite 100
                  New City, NY 10956
                  Tel: (845) 639-7011
                  Fax: (845) 639-7004
                  E-mail: Scott@UgellLaw.com

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

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

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-24115.pdf

The petition was signed by Spring 59 Associates LLC - Lewis Wu,
non-member manager.


SPRINGLEAF: Bank Debt Trades at 10% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 90.23 cents-on-
the-dollar during the week ended Friday, Nov. 4, 2011, an increase
of 0.72 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 10, 2017, and
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 116 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


STARWOOD HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
White Plains, N.Y.-based Starwood Hotels & Resorts Worldwide Inc.
to positive from stable. "At the same time, we affirmed all our
ratings on the company, including the 'BB+' corporate credit
rating," S&P related.

"The outlook revision to positive reflects our belief that, absent
a decline in hotel room demand in the U.S. and Europe over the
next several quarters (which is not currently expected), Starwood
is likely to achieve and be able to sustain an adequate level of
cushion compared with our credit measure thresholds for a one-
notch-higher 'BBB-' rating," said Standard & Poor's credit analyst
Emile Courtney. These measures are total adjusted debt to EBITDA
under 3.75x and funds from operations (FFO) to total debt ranging
from the low- to the high-20% area. At September 2011, Starwood
had lease- and captive finance-adjusted total debt to EBITDA of 4x
and FFO to total debt of 22%. Pro forma for the company's planned
repayment of approximately $600 million in notes due May 2012 with
existing cash balances, Starwood's adjusted total debt to EBITDA
was 3.3x and FFO to total debt was 27% at September 2011. "By the
end of 2012, we anticipate these measures will further improve to
about 3x and to the high-20% area, respectively, given our base-
case belief 2012 revenue per available room (RevPAR) will continue
growing moderately in the U.S. and in many international markets
where Starwood has a presence," S&P related.

"However, we remain cautious regarding global business and leisure
travel in 2012, given uncertain corporate profitability over the
next several quarters from slowing economies and limited
macroeconomic policy flexibility in the developed world. This may
take its toll on business and consumer confidence and may also
result in a near-term pullback in business and leisure travel.
Given the cash flow volatility during the recent downturn
exhibited by all lodging operators with significant owned hotel
positions, we believe a good level of cushion relative to our
investment-grade thresholds is appropriate," S&P said.


STRATEGIC AMERICAN: Delays Filing of Annual Report on Form 10-K
---------------------------------------------------------------
Strategic American Oil Corporation's management was unable to
obtain certain of the business information necessary to complete
the preparation of the Company's Form 10-K for the year ended
July 31, 2011, and the review of the report by the Company's
auditors in time for filing.  Such information is required in
order to prepare a complete filing.  As a result of this delay the
Company is unable to file its annual report on Form 10-K within
the prescribed time period without unreasonable effort or expense.
The Company expects to file within the extension period.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at April 30, 2011, showed $17.51
million in total assets, $11.69 million in total liabilities and
$5.82 million in total stockholders' equity.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SUGARLEAF TIMBER: Wants to Use Proceeds of Master Hunting Lease
---------------------------------------------------------------
Sugarleaf Timber, LLC., asks the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to use the proceeds
of a Master Hunting Lease, which may constitute cash collateral
subject to the liens of Farm Credit of North Florida, ACA, as
agent/nominee for itself and its wholly owned subsidiary, Farm
Credit of North Florida, FLCA.

The Debtor owns two separate tracts of approximately 7,692 acres
of real property located in Southeast Clay County, Florida, both
with the current address of US 17, Warner Road, Leno Road,
Sungarden Road.

Sugarleaf anticipates receiving approximately $50,000 from Natural
Resource Planning Services, Inc., pursuant to a prepetition Master
Hunting Lease.

The Debtor will use the cash collateral to perform the essential
functions: (a) pay for surveys and maps of its properties and
those portions to be sold; (b) properly maintain Farm Credit's
collateral and the related security interests; (c) pay property
taxes; (d) honor its postpetition obligations to essential
suppliers, vendors and insurers; and (e) pay other necessary costs
and expenses necessary to facilitate sales and maximize value of
the properties.

The Debtor relates that Farm Credit would be adequately protected
with regard to their interests in the cash collateral because
operation of the property would generate cash for Farm Credit from
the sales and preserve the properties' value.  Additionally, the
Debtor is prepared to hold the revenue from the Master Hunting
Lease in excess of the necessary expenses in a separate account,
to be used only after further order of the Bankruptcy Court or
with the consent of Farm Credit.

As further adequate protection, the Debtor notes that Farm
Credit's interests in the cash collateral are protected because
the proceeds to Farm Credit likely to be derived from the sales
will far exceed the amount expended on the expenses necessary to
facilitate those sales.

                     About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUGARLEAF TIMBER: Wants to Resolve Disputed Matters Via Mediation
-----------------------------------------------------------------
Sugarleaf Timber, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to direct the parties to mediate
creditor Farm Credit of North Florida, ACA's motion for relief
from the automatic stay or, alternatively, to dismiss the case;
the matters at issues in Adversary Nos. 3:11-ap-00243-PMG and
3:11-ap-00733-PMG; and appoint a mediator.

The Debtor relates that the disputed matters are amenable to
resolution through mediation.

                     About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUNFIRST BANK: Closed; Cache Valley Bank Assumes All Deposits
-------------------------------------------------------------
SunFirst Bank of Saint George, Utah, was closed on Friday, Nov. 4,
2011, by the Utah Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Cache Valley Bank of Logan, Utah, to
assume most of the deposits of SunFirst Bank.  The FDIC will
retain approximately $15 million in deposits that may be subject
to external litigation involving SunFirst Bank.  The affected
accounts were frozen prior to the failure of the bank.  All other
accounts were transferred to Cache Valley Bank.

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

As of Sept. 30, 2011, SunFirst Bank had around $198.1 million in
total assets and $169.1 million in total deposits.  In addition to
assuming deposits of the failed bank, Cache Valley Bank agreed to
purchase around $177.3 million of the failed bank's assets.  The
FDIC will retain the balance of the assets for later disposition.

The FDIC and Cache Valley Bank entered into a loss-share
transaction on $128.9 million of SunFirst Bank's assets.  Cache
Valley Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

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

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-895-0643.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $49.7 million.  Compared to other alternatives, Cache
Valley Bank's acquisition was the least costly resolution for the
FDIC's DIF.  SunFirst Bank is the 87th FDIC-insured institution to
fail in the nation this year, and the first in Utah.  The last
FDIC-insured institution closed in the state was Advanta Bank
Corp., Draper, on March 19, 2010.


SVIEW, LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SView, LLC
          aka SView, Inc.
        100 Wilshire Boulevard, Suite 1200
        Santa Monica, CA 90401

Bankruptcy Case No.: 11-54769

Chapter 11 Petition Date: October 27, 2011

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

Debtor's Counsel: Leslie A. Cohen, Esq.
                  LESLIE COHEN LAW PC
                  506 Santa Monica Boulevard, Suite 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-54769.pdf

The petition was signed by Robert Deutschman, managing member.


TALCOTT NOTCH: Fitch Lowers Rating on $1.9-Mil. Notes to 'Dsf'
--------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn the rating of one class
of notes issued by Talcott Notch CBO I Ltd./Corp. as follows:

  -- $1,939,183 class B-2L notes downgraded to 'Dsf' from
     'Csf/RR2' and withdrawn.

The transaction's final maturity date occurred on Oct. 31, 2011,
at which time the class B-2L notes received their full current and
deferred interest payments along with approximately $3.3 million
of principal.  The class B-2L notes have defaulted since they have
not paid their full principal amount by the final maturity date.
The rating of the B-2L notes is withdrawn due to the default of
the tranche.

Talcott Notch CBO I Ltd./Corp. was a collateralized bond
obligation that closed Oct. 20, 1999 and was managed by General
Re-New England Asset Management, Inc.


TRAVELPORT INC: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 86.40 cents-on-the-
dollar during the week ended Friday, Nov. 4, 2011, an increase of
1.21 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Standard & Poor's B rating.  The loan is one of the
biggest gainers and losers among 116 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                    About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed $3.680
billion in assets, $4.136 billion in total liabilities, and a
stockholders' deficit of $456 million.


TRENT BOX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trent Box Manufacturing Co., Inc.
        dba Trent Box
        P.O. Box 2650
        Trenton, NJ 08690

Bankruptcy Case No.: 11-41236

Chapter 11 Petition Date: October 28, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Allen I. Gorski, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: agorski@teichgroh.com

Scheduled Assets: $365,380

Scheduled Debts: $1,818,323

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-41236.pdf

The petition was signed by Carl Angelini, president.


TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 67.72 cents-on-the-dollar during the week
ended Friday, Nov. 4, 2011, an increase of 0.87 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 116 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 26% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 74.00 cents-on-the-dollar during the week
ended Friday, Nov. 4, 2011, an increase of 0.79 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 116 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNIFRAX HOLDING: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Unifrax Holding Co. The outlook is stable.

"At the same time, we assigned our senior secured issue rating of
'B+' to the company's proposed new $540 million first-lien credit
facilities. The recovery rating is '2', indicating our expectation
of substantial (70% to 90%) recovery prospects in the event of a
payment default," S&P related.

"Concurrently, we lowered our issue ratings on the company's
existing first-lien credit facilities to 'B+' from 'BB-'. We
revised the recovery rating to '2' from '1' to reflect the lower
range of expected recovery because of the additional debt. We have
removed the existing issue-level ratings from CreditWatch, where
we placed them with negative implications on July 15, 2011, as a
result of additional secured debt Unifrax incurred for an
acquisition that just closed. We will withdraw these ratings when
the sponsor-led buyout of Unifrax closes," S&P stated.

"The ratings on Niagara Falls, N.Y.-based Unifrax Holding Co.
reflect our assessment of the company's relatively limited scale
of operations and aggressive financial profile," said Standard &
Poor's credit analyst John Sico. The privately held company's
position as a niche producer in its core industrial and automotive
application markets, which are showing improvement; its
historically good margins; and its good cash flow generation,
partly offset these factors.

Unifrax plans to use its proposed funding, along with a fair
amount of equity from the equity sponsor, for its buyout. It will
also use the new facilities to repay its outstanding credit
facility and other debt.

Unifrax is a global producer of ceramic fiber products for high-
temperature applications including metal and ceramic/glass
processing, auto, and fire protection that a variety of industries
use. The company's end markets are cyclical, fragmented, and
highly competitive. However, Unifrax's customer base is relatively
diverse, and it derives a significant proportion of revenue from
maintenance and replacement, which helps reduce earnings and cash
flow volatility. In addition, the company is seeking to expand its
operations in higher-growth emerging markets, especially China and
India, where it currently has a limited presence.

"Unifrax's recently good operating performance and credit measures
support the existing corporate credit rating, in our view, and we
believe the equity contribution from the sponsor will keep
measures in line with what we consider appropriate for the
ratings: lease-adjusted total debt to EBITDA averaging 5x
to 6x and EBITDA interest coverage of 2.0x to 2.5x. We expect
Unifrax to make bolt-on acquisitions while funding purchases with
both cash on hand and debt. We also expect the company to make
acquisitions that complement its existing manufacturing
capabilities and products," S&P stated.

The outlook is stable. The company's good niche market positions
and operating margins have helped sustain credit measures that are
appropriate for the ratings. In addition, market conditions and
headroom on covenants have improved. "We could lower the ratings
if performance weakens again, resulting in more significant
deterioration in credit measures; specifically, if adjusted
leverage exceeds 6x for an extended period, or if the company
cannot comply with covenants. Upside rating potential in the next
year is limited, but we would not rule out a slight upgrade if the
company continues to exceed our credit measure expectations while
keeping debt use at a minimum," S&P related.


UNITED CONTINENTAL: Court Recloses Two UAL Chapter 11 Cases
-----------------------------------------------------------
Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois entered on October 27, 2011, a
final decree reclosing the Chapter 11 cases of UAL Corporation,
Case No. 02-48191, and UAL Loyalty Services, Case No. 02-48192,
as provided for in Rule 3022 of the Federal Rules of Bankruptcy
Procedure, effective as of October 27, 2011.

Judge Wedoff acknowledged that the Reorganized Debtors and the
United Pilots for Justice and its members agreed to resolve (i)
the Reorganized Debtors' Motion to Hold Plaintiffs in Contempt;
and (ii) the UPFJ's Motion to Correct January 20, 2006
Confirmation Order.

As previously reported, Judge Wedoff reopened the two Reorganized
Debtors' Chapter 11 cases to permit them to prosecute a civil
action filed by the UPFJ and more than 700 plaintiffs before the
U.S. District Court for the District of Columbia, arising from
terminated pension plans.

The Bankruptcy Court also recognized that the estates of UAL
Corporation and UAL Loyalty Service have been fully administered
within the meaning of Section 350 of the Bankruptcy Code.

The requirements of Rule 3022-1 of the Local Rules of the U.S.
Bankruptcy Court for the Northern District of Illinois are
waived, Judge Wedoff related.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Contempt Motion vs. Pilots Deemed Withdrawn
---------------------------------------------------------------
In light of Judge Eugene R. Wedoff's entry of the October 27,
2011 final decree, UAL Corporation and UAL Loyalty Services'
request to hold in contempt of court the United Pilots for
Justice, Inc. and more than 700 plaintiffs in a civil action
before the U.S. District Court for the District of Columbia is
deemed withdrawn.

Prior to this, the Bankruptcy Court, at the UPFJ's behest,
rescheduled a hearing to consider the Motion to Hold in Contempt
from October 11, 2011, to October 19, 2011.

Before the Oct. 19 hearing, the UPFJ filed an objection to the
Contempt Motion.  Counsel to the Plaintiffs, Kevin McBride, Esq.,
at McBride Law, P.C., in Rolling Hills Estates, California,
argued that a contempt order in the Reorganized Debtors' Chapter
11 cases is not appropriate.  Mr. McBride cited these reasons why
the Plaintiffs should not be held in contempt:

  * There exist good faith arguments that the January 20, 2006
    order confirming the Reorganized Debtors' Second Amended
    Joint Plan of Reorganization does not reach the claims of
    the Plaintiffs' Action in that: (a) the Plaintiffs' claims
    arguably did not exist at the time the Confirmation Order
    was entered; or at least, an issue of fact exists on that
    question; and (b) exclusive subject matter jurisdiction over
    the Action is vested in the district courts by statute;

  * Because a good-faith basis exists for Plaintiffs' arguments,
    the scope and reach of the Confirmation Order with respect
    to the Action is not unambiguous and, in any event, proof of
    alleged non-compliance does not meet the "clear and
    convincing" standard required for entry of a contempt order;

  * the UPFJ reasonably believed at all times that it was in
    compliance with the Bankruptcy Court's previous orders,
    including the Confirmation Order; and

  * the Reorganized Debtors did not give the Plaintiffs or their
    counsel any advance notice of the intent to seek sanctions
    and a contempt order before filing and serving the Motion to
    Reopen on June 7, 2011 -- the same day the Reorganized
    Debtors filed their motion to dismiss and motion to transfer
    in the Action.  The Reorganized Debtors, thus, did not
    comply with the procedural requirements of Rule 9011 of the
    Federal Rules of Civil Procedure in advance of seeking
    sanctions.

In the alternative, the Reorganized Debtors are estopped from
seeking sanctions and a contempt order by failing to comply with
Rule 9011(c)(1)(A) and by agreeing to accept service of the
Plaintiffs' Second Amended Complaint, Mr. McBride said.

In light of the entry of the October 27, 2011 final decree, the
United Pilots for Justice, Inc.'s Motion to Correct Confirmation
Order is deemed withdrawn.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Has $773-Mil. Third Quarter Net Income
----------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported third-
quarter 2011 net income of $773 million or $2.00 per diluted
share, excluding $120 million of net special items consisting
primarily of integration-related costs.  On a GAAP basis, UAL
reported third-quarter 2011 net income of $653 million or $1.69
per diluted share.

  * UAL consolidated passenger revenue increased 9.2 percent in
    the third quarter of 2011 compared to the pro forma results
    for the same period in 2010.  Third-quarter 2011
    consolidated passenger revenue per available seat mile
    (PRASM) increased 10.1 percent compared to the pro forma
    results year-over-year.

  * Third-quarter 2011 consolidated fuel expense, excluding the
    impact of hedges, increased 41.3 percent, or $1.0 billion,
    year-over-year on a pro forma basis. During the quarter, WTI
    crude oil prices decreased while jet fuel prices remained
    high, which resulted in a $56 million charge related to fuel
    hedge ineffectiveness, which the company recorded in non-
    operating expense.

  * UAL ended the third quarter with $8.4 billion in
    unrestricted cash, cash equivalents and short-term
    investments.

"Our solid financial performance in the third quarter was due to
the hard work and focus of my co-workers," said Jeff Smisek, UAL's
president and chief executive officer.  "Our merger integration is
going well as we approach two significant milestones: our single
operating certificate, which we expect to achieve by the end of
this year, and our single passenger service system, which we
expect to implement by the end of the first quarter of next year.

UAL results for the third quarter include the financial results of
its two operating subsidiaries, United Airlines and Continental
Airlines.  Prior to the merger on Oct. 1, 2010, UAL results
included only the financial results of United.  Pro forma results
that consolidate the financial results for Continental for the
third-quarter 2010 and nine months ended Sept. 30, 2010, are
included for meaningful year-over-year comparisons.

             Third-Quarter Revenue and Capacity

For the third quarter of 2011, total revenue was $10.2 billion, an
increase of 8.7 percent compared to the pro forma results for the
same period in 2010.  Consolidated passenger revenue for the third
quarter rose 9.2 percent to $9.0 billion, compared to the pro
forma results for the same period in 2010.

Consolidated revenue passenger miles (RPMs) for the third quarter
of 2011 decreased 1.5 percent yearover-year on a pro forma basis,
while capacity (available seat miles or ASMs) decreased 0.8
percent year-over-year on a pro forma basis, resulting in a third-
quarter consolidated load factor of 85.3 percent.

Consolidated yield for the third quarter of 2011 increased 10.9
percent year-over-year on a pro forma basis.  Third-quarter 2011
consolidated PRASM increased 10.1 percent compared to the pro
forma results for the same period in 2010.

Mainline RPMs in the third quarter of 2011 decreased 1.6 percent
on a mainline capacity decrease of 0.9 percent year-over-year on a
pro forma basis, resulting in a third-quarter mainline load factor
of 86.1 percent.  Mainline yield for the third quarter of 2011
increased 10.8 percent over the pro forma results for the same
period in 2010.  Third-quarter 2011 mainline PRASM increased 10.1
percent year-over-year on a pro forma basis.

"I want to thank my co-workers for delivering good revenue results
in a challenging economic environment," said Jim Compton, UAL's
executive vice president and chief revenue officer.  "As we
continue to integrate the two networks, we will stay focused on
investing in our product to drive customer satisfaction and
revenue growth."

Passenger revenue for the third quarter of 2011 and period-to-
period comparisons of related pro forma statistics for UAL"s
mainline and regional operations are as follows:

                             Passenger
                 3Q 2011     Revenue   PRASM    Yield   ASMs
                 Passenger   vs. Pro   vs. Pro  vs. Pro vs. Pro
                 Revenue     3Q        Forma    Forma   Forma
Geographic Area  (millions)  2010      3Q 2010  3Q 2010 3Q 2010
---------------  ----------  --------- -------  ------  -------
Domestic           $3,543       8.4%     10.9%   10.1%    (2.3%)
Atlantic            1,735       5.6%      7.3%    9.4%    (1.6%)
Pacific             1,312       8.2%      6.5%    9.9%     1.6%
Latin America         675      27.1%     21.0%   21.9%     5.1%
                 ----------  --------- -------  ------  -------
International      $3,722       9.9%      9.2%   11.6%     0.6%

Mainline           $7,265       9.1%     10.1%   10.8%    (0.9%)
Regional            1,779       9.5%      9.6%   10.5%    (0.1%)
                 ----------  --------- -------  ------  -------
Consolidated       $9,044       9.2%     10.1%   10.9%    (0.8%)

Cargo and other revenue in the third quarter of 2011 increased 4.9
percent, or $53 million, year-over-year on a pro forma basis.

                      Third-Quarter Costs

Total operating expenses, including special items, increased
$962 million, or 11.6 percent, in the third quarter compared to
the pro forma results for the same period of 2010.  Third-quarter
fuel costs, excluding the impact of fuel hedges, increased $1.0
billion year-over-year.  Third-quarter 2011 operating expenses,
excluding fuel, profit sharing and special items, increased $58
million, or 1.0 percent, year-over-year on a pro forma basis.

Consolidated costs per available seat mile (CASM), excluding
special items, increased 11.7 percent and mainline CASM, excluding
special items, increased 11.3 percent in the third quarter of 2011
compared to the pro forma results for the same period last year.
Third-quarter consolidated and mainline CASM, including special
items, increased 12.5 and 12.4 percent year-over-year on a pro
forma basis, respectively.

The company has hedged approximately 56 percent of its expected
remaining fuel needs for 2011.

In the third quarter, consolidated and mainline CASM, excluding
special items and holding fuel rate and profit sharing constant,
increased 0.7 percent and 1.0 percent, respectively, compared to
the pro forma results for the same period of 2010.

"Despite the difficult fuel price environment, the team did a good
job managing costs in the third quarter," said Zane Rowe, UAL's
executive vice president and chief financial officer.  "We have
more work to do to achieve our integration goals, but this
quarter?s results highlight our continued progress."

            Third-Quarter Liquidity and Cash Flow

UAL ended the third quarter of 2011 with $8.4 billion in
unrestricted cash, cash equivalents and short-term investments.
During the third quarter, the company generated $385 million of
operating cash flow and had gross capital expenditures of $196
million.  The company made scheduled debt and net capital lease
payments of $299 million and prepaid $170 million of debt and
capital leases in the third quarter.  During the first nine
months of the year, the company made $2.1 billion of debt and
capital lease payments, including prepayments.

                    Integration Progress

During the quarter, United and Continental made steady progress
integrating the two airlines and remain on track to achieve a
single operating certificate by year end.  The company announced a
$550 million investment in its onboard product, including
installing flat-bed seats on additional long-haul aircraft,
expanding Economy Plus seating and Channel 9 air traffic control
audio to Continental aircraft, nearly doubling overhead storage
space on the Airbus fleet, adding Wi-Fi to its mainline fleet and
completely retrofitting the p.s. fleet.  United also introduced
its 2012 MileagePlus loyalty program, which provides new benefits
and services for United?s and Continental's most-frequent  flyers
and more options for members to redeem miles.

The carriers have co-located check-in, ticket counter and
gate facilities at 53 airports since closing the merger and now
have a single area for check-in at 283 airports systemwide.  More
than half of the total fleet, or 692 aircraft, is now repainted
in the new United livery.

        Notable Third-Quarter 2011 Accomplishments

  * United and Continental recorded U.S. Department of
    Transportation domestic on-time arrival rates of 77.1
    percent and 76.5 percent, respectively, and system
    completion factors of 98.2 percent and 98.5 percent,
    respectively, for the third quarter.  For international
    flights, United and Continental recorded on-time arrival
    rates of 75.5 percent and 75.6 percent, respectively.  The
    on-time arrival rates are based on flights arriving within
    14 minutes of scheduled arrival time.

  * The company accrued $152 million for profit-sharing programs
    during the third quarter, for a total of $242 million for
    the first nine months of 2011.

  * Employees of the combined company earned cash incentive
    payments for operational performance totaling $5 million
    during the third quarter of 2011 and $27 million year-to-
    date.

  * United and its partner Chase introduced the new United
    MileagePlus Explorer Card, offering a wide range of benefits
    for cardmembers.

           About United Continental Holdings, Inc.

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate an average of 5,717 flights a
day to 376 airports on six continents from their hubs in Chicago,
Cleveland, Denver, Guam, Houston, Los Angeles, New York/Newark
Liberty, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,185 airports in 185 countries. United
and Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
www.UnitedContinentalHoldings.com  For more information about the
airlines, see united.com and continental.com or follow United on
Twitter and Facebook.

A full-text copy of United Continental's quarterly report on
Form 10-Q for the period ended September 30, 2011, filed with the
U.S. Securities and Exchange Commission may be accessed for free
at: http://ResearchArchives.com/t/s?7739

        United Continental Holdings, Inc. and Subsidiaries
                     Consolidated Balance Sheet
                       At September 30, 2011
                          (In Millions)

Current Assets:
Cash and cash equivalents                               $6,984
Short-term investments                                   1,373
                                                 -------------
Total unrestricted cash, cash equivalents and
short-term investments                                  8,357
Restricted cash                                             50
Receivables, net allowance for doubtful accounts         1,713
Aircraft fuel                                              628
Deferred income taxes                                      643
Prepaid expenses and other                                 595
                                                 -------------
Total current assets                                     11,986
                                                 -------------
Operating property and equipment:
Owned
    Flight equipment                                    15,692
    Other property and equipment                         3,059
                                                 -------------
                                                        18,751
Less -- accumulated depreciation and amortization      (3,717)
                                                 -------------
Total owned                                            15,034
                                                 -------------
Purchase deposits for flight equipment                      359
Capital leases
    Flight equipment                                     1,468
    Other property and equipment                           220
                                                 -------------
                                                         1,688
Less -- accumulated amortization                         (532)
                                                 -------------
Total capital leases                                    1,156
                                                 -------------
Total operating property and equipment                   16,549
                                                 -------------
Other assets:
Goodwill                                                 4,523
Intangibles, less accumulated amortization               4,772
Restricted cash                                            337
Investments                                                 92
Others                                                     795
                                                 -------------
Total other assets                                       10,519
                                                 -------------
TOTAL ASSETS                                            $39,054
                                                 =============

Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    $3,761
Frequent flyer deferred revenue                          2,507
Accounts payable                                         1,808
Accrued salaries and benefits                            1,404
Current maturities of long-term debt                     1,201
Current maturities of capital leases                       138
Other                                                    1,079
                                                 -------------
Total current liabilities                                11,898

Long-term debt                                           10,873
                                                 -------------
Long-term obligations under capital leases                  945
                                                 -------------
Other liabilities and deferred credits:
Frequent flyer deferred revenue                          3,343
Advanced purchase of miles                               1,711
Postretirement benefit liability                         2,393
Pension liability                                        1,428
Deferred income taxes                                    1,641
Lease fair value adjustment, net                         1,188
Other                                                    1,322
                                                 -------------
Total other liabilities and deferred credits             13,026
                                                 -------------

Stockholders' equity:
Common stock                                                 3
Additional capital invested                              7,110
Accumulated deficit                                     (4,725)
Stock held in treasury, at cost                            (31)
Accumulated other comprehensive income (loss)              (45)
                                                 -------------
                                                         2,312
                                                 -------------
TOTAL LIABILITIES                                       $39,054
                                                 =============

                      United Air Lines, Inc.
                    Consolidated Balance Sheet
                      At September 30, 2011
                          (In Millions)

Current Assets:
Cash and cash equivalents                               $4,070
Short-term investments                                     186
                                                 -------------
Total unrestricted cash, cash equivalents and
short-term investments                                  4,256
Restricted cash                                             50
Receivables, net allowance for doubtful accounts           865
Aircraft fuel                                              347
Receivables from related parties                           228
Deferred income taxes                                      387
Prepaid expenses and other                                 413
                                                 -------------
Total current assets                                      6,546
                                                 -------------
Operating property and equipment:
Owned
    Flight equipment                                     9,061
    Other property and equipment                         2,213
                                                 -------------
                                                        11,274
Less -- accumulated depreciation and amortization      (3,200)
                                                 -------------
Total owned                                             8,074
                                                 -------------
Purchase deposits for flight equipment                       57
Capital leases
    Flight equipment                                     1,468
    Other property and equipment                            52
                                                 -------------
                                                         1,520
Less -- accumulated amortization                         (519)
                                                 -------------
Total capital leases                                    1,001
                                                 -------------
Total operating property and equipment                    9,132
                                                 -------------
Other assets:
Intangibles                                              2,298
Restricted cash                                            201
Investments                                                 91
Others                                                     570
                                                 -------------
Total other assets                                        3,160
                                                 -------------
TOTAL ASSETS                                            $18,838
                                                 =============

Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    $2,116
Frequent flyer deferred revenue                          1,529
Accounts payable                                         1,022
Accrued salaries and benefits                              907
Current maturities of long-term debt                       476
Current maturities of capital leases                       135
Related party payables                                      61
Other                                                      765
                                                 -------------
Total current liabilities                                 7,011

Long-term debt                                            5,350
                                                 -------------
Long-term obligations under capital leases                  765
                                                 -------------
Other liabilities and deferred credits:
Frequent flyer deferred revenue                          2,059
Advanced purchase of miles                               1,442
Postretirement benefit liability                         2,127
Pension liability                                          105
Deferred income taxes                                      746
Other                                                      952
                                                 -------------
Total other liabilities and deferred credits              7,431
                                                 -------------

Stockholders' equity:
Common stock                                                 -
Additional capital invested                              3,430
Accumulated deficit                                     (4,953)
Accumulated other comprehensive income                    (196)
                                                 -------------
                                                        (1,719)
                                                 -------------
TOTAL LIABILITIES                                       $18,838
                                                 =============

        United Continental Holdings, Inc. and Subsidiaries
                 Statement of Consolidated Operations
                 Three Months Ended September 30, 2011
                        (In Millions)

Operating revenues:
Passenger - Mainline                                   $7,265
Passenger - Regional Affiliates                         1,779
                                                 -------------
  Total passenger revenue                                9,044
Cargo                                                     283
Other operating revenues                                  844
                                                 -------------
Total Operating Revenues                                 10,171

Operating expenses:
Aircraft fuel                                           3,371
Salaries and related costs                              2,020
Regional capacity purchase                                619
Landing fees and other rentals                            476
Aircraft maintenance materials and outside repairs        447
Depreciation and amortization                             384
Distribution costs                                        377
Aircraft rentals                                          255
Merger-related costs and special charges                  120
Other                                                   1,167
                                                 -------------
Total Operating Expenses                                  9,236

Operating Income (Loss)                                     935

Nonoperating Income (Expense)
Interest expense                                         (227)
Interest income                                             6
Interest capitalized                                       10
Miscellaneous, net                                        (64)
                                                 -------------
                                                          (275)

Income (Loss) before income taxes
and equity in earnings of affiliates                        660

Income tax expense (benefit)                                  7
                                                 -------------
NET INCOME                                                 $653
                                                 =============

                   United Air Lines, Inc.
            Statement of Consolidated Operations
           Three Months Ended September 30, 2011
                          (In Millions)

Operating revenues:
Passenger - Mainline                                   $4,032
Passenger - Regional Affiliates                         1,084
                                                 -------------
Total passenger revenue                                 5,116
Cargo                                                     177
Special revenue item                                        -
Other                                                     564
                                                 -------------
Total Operating Revenues                                  5,857

Operating expenses:
Aircraft fuel                                           1,949
Salaries and related costs                              1,092
Regional capacity purchase                                407
Landing fees and other rentals                            246
Aircraft maintenance materials and outside repairs        299
Depreciation and amortization                             228
Distribution costs                                        194
Aircraft rentals                                           82
Special charges                                            72
Other operating expenses                                  709
                                                 -------------
Total Operating Expenses                                  5,278
                                                 -------------
Operating Income (Loss)                                     579

Nonoperating Income (Expense)
Interest expense                                         (135)
Interest income                                             2
Interest capitalized                                        6
Miscellaneous, net                                        (35)
                                                 -------------
                                                          (162)

Income (Loss) before income taxes                           417
Income tax expense (benefit)                                  2
                                                 -------------
NET INCOME(LOSS)                                           $415
                                                 =============

        United Continental Holdings, Inc. and Subsidiaries
               Statement of Consolidated Cash Flows
               Nine Months Ended September 30, 2011
                       (In Millions)

Cash flows provided (used) by operating activities:
Net income (loss)                                         $978
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities
Depreciation and amortization                            1,157
Amortization of debt and lease fair value
adjustment                                               (171)
Special items, non-cash portion                            (15)
Increase in advance ticket sales                           762
Increase (decrease) in frequent flyer deferred
revenue and advanced purchase of miles                     82
Increase in receivables                                   (517)
Increase in accounts payable                                 1
Increase in other current assets                          (209)
Increase (decrease) in other accrued liabilities            24
Net change in fuel hedge cash collateral                   (61)
Other, net                                                 112
                                                 -------------
Net cash provided by (used in) operating activities       2,143
                                                 -------------

Cash flows from investing activities
Capital expenditures                                      (510)
Aircraft purchase deposits paid, net                      (121)
(Increase) decrease in restricted cash                      (4)
Proceeds from sale of property and equipment               107
Purchases of short-term investments, net                  (754)
Other, net                                                   -
                                                 -------------
Net cash provided by (used in) investing
activities                                             (1,282)
                                                 -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt                   142
Payments of other long-term debt                        (1,925)
Principal payments under capital leases                   (199)
Other, net                                                  36
                                                 -------------
Net cash provided by (used in) financing
activities                                              (1,946)
                                                 -------------
Increase (decrease) in cash and cash equivalents
during the period                                       (1,085)
Cash and cash equivalents at beginning of year            8,069
                                                 -------------
Cash and cash equivalents at end of the period           $6,984
                                                 =============

                      United Air Lines, Inc.
               Statement of Consolidated Cash Flows
               Nine Months Ended September 30, 2011
                          (In Millions)

Cash flows provided (used) by operating activities:
Net income (loss)                                         $536
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities
Depreciation and amortization                              684
Amortization of debt and lease fair value
adjustment                                                 11
Special items, non-cash portion                            (19)
Increase in advance ticket sales                           579
Decrease in frequent flyer deferred revenue and
advanced purchase of miles                               (150)
Increase in receivables                                   (237)
Increase in accounts payable                               112
Increase in other current assets                           (88)
Increase (decrease) in other accrued liabilities           (38)
Net change in fuel hedge cash collateral                   (61)
Other, net                                                 109
                                                 -------------
Net cash provided by (used in) operating activities       1,438
                                                 -------------

Cash flows from investing activities
Capital expenditures                                      (332)
Aircraft purchase deposits paid, net                        (6)
(Increase) decrease in restricted cash                     (28)
Proceeds from sale of property and equipment                15
Purchasers of short-term investments, net                 (180)
Other, net                                                   -
                                                 -------------
Net cash provided by (used in) investing
Activities                                               (531)
                                                 -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt                     -
Payments of other long-term debt                        (1,316)
Principal payments under capital leases                   (198)
Other, net                                                  12
                                                 -------------
Net cash provided by (used in) financing
activities                                              (1,502)
                                                 -------------
Increase (decrease) in cash and cash equivalents
during the period                                         (595)
Cash and cash equivalents at beginning of year            4,665
                                                 -------------
Cash and cash equivalents at end of the period           $4,070
                                                 =============

                       *     *     *

United Continental shares fell 1.1% to $20.11 at 4:15 p.m. on
October 27, 2011, in New York, the worst performer among 10
carriers in the Bloomberg U.S. Airlines Index, according to Mary
Jane Credeur and Mary Schlangenstein of Bloomberg News.

The decline in shares came as United Continental's earnings of
$773 million or $2 per share missed the $2.08 average estimate
from 14 analysts, Bloomberg related.  Bloomberg noted that
United's earnings were dented by jet fuel costs, which rose 33%
to $3.37 billion.  In addition to fuel-cost increases, United
incurred a $56 million charge on fuel hedge ineffectiveness,
Bloomberg added.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNIVISION COMMS: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 90.32 cents-on-the-dollar during the week ended Friday, Nov. 4,
2011, an increase of 1.40 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 116 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Univision Communications

Univision, headquartered in New York, claims to be a leading
Spanish language media company in the United States.  Revenue for
fiscal year 2010 was approximately $2.2 billion.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision
Communications, Inc.'s 8.5% senior unsecured notes due 2021,
following the Company's proposed $315 million add-on to the issue.
The add-on would bring the total dollar amount of the issue to
$815 million.  The issue-level rating on this debt remains at
'CCC+ (two notches lower than the 'B' corporate credit rating on
the Company), and the recovery rating remains at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for
noteholders in the event of a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns are centered on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.


USG CORP: Files Form 10-Q; Incurs $115 Million Net Loss in Q3
-------------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $115 million on $792 million of net sales for the three months
ended Sept. 30, 2011, compared with a net loss of $100 million on
$758 million of net sales for the same period a year ago.

The Company also reported a net loss of $290 million on $2.27
billion of net sales for the nine months ended Sept, 30, 2011,
compared with a net loss of $284 million on $2.24 billion of net
sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.82
billion in total assets, $3.44 billion in total liabilities and
$375 million in total stockholders' equity.

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

                        http://is.gd/EbUDzV

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                          *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


UVRP LLC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: UVRP, LLC
        1180 W. Peckham Lane
        Reno, NV 89509

Bankruptcy Case No.: 11-53309

Chapter 11 Petition Date: October 26, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $199,500

Scheduled Debts: $15,512,516

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-53309.pdf

The petition was signed by Robert N. Fitzgerald, managing member.


VISHNU ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vishnu Enterprises, Inc.
          dba Comfort Suites
        80 Springdale Boulevard
        Mobile, AL 36606

Bankruptcy Case No.: 11-04436

Chapter 11 Petition Date: October 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  E-mail: bgalloway@gallowayllp.com

Estimated Assets: $0 to $50,000

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

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/alsb11-04436.pdf

The petition was signed by Piyush Patel, president.


VITRO SAB: Noteholders Oppose Plan, Submits Own Proposal
--------------------------------------------------------
The Ad Hoc Group of Vitro Noteholders disclosed that the members
of the Group submitted a plan proposal to the Conciliador on
October 19, 2011 and that they oppose the plan of reorganization
for Vitro S.A.B. de C.V. filed by the Conciliador in the Mexican
Court.  The members of the Group collectively own more than 60% of
Vitro's $1.2 billion of outstanding senior notes and the majority
of the third-party claims.

The Noteholders are disappointed that prior to filing the
Conciliador's plan, the Conciliador did not give appropriate
consideration to the terms of the plan proposed by the
Noteholders, or engage in any plan negotiations with the
Noteholders.  In addition, the Conciliador has at no time provided
any financial information to the Noteholders.  The Noteholders'
proposal was designed to provide the basis for a consensual
reorganization of Vitro under which the interests of all parties
would be fairly considered and addressed and represented an excess
recovery to equity given their legal rights, but their efforts
were rebuffed by Vitro and the Conciliador.

The Group views the Conciliador's plan, which is virtually
identical economically to Vitro's November 2010 plan, but
significantly more coercive, as inconsistent with his duty to
mediate a plan with broad creditor support.  In addition, any
purported majority support for the Conciliador's plan is premised
on Vitro's ability to vote $1.9 billion of intercompany claims
controlled by its subsidiaries in order to cramdown non-
consenting, non-insider creditors.  Moreover, Vitro's plan
attempts to extinguish over $1.5 billion of contractual
obligations owed by Vitro subsidiaries, notwithstanding that such
subsidiaries are not involved in any insolvency proceeding.

The Conciliador informed creditors that the Conciliador would seek
a 30-day extension of the concurso period and that the
Conciliador's plan had not been approved by IFECOM prior to its
filing with the Mexican Court.

The Group intends to take all appropriate actions to protect their
rights.

The terms of the Group's plan proposal are attached.

Photos/Multimedia Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50057951&lang=en

The Term Sheet is subject to all of the terms and conditions
contained therein.

None of the Noteholders is a temporary insider or fiduciary of
Vitro or any of its subsidiaries or affiliates or any creditor or
equity owner of Vitro or any of its subsidiaries or affiliates,
and each of the Noteholders expressly disclaims any purported
fiduciary duty to any such parties.

                          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. 0-47477); 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
US$55 million.


VITRO SAB: Creditors Escape Paying for Failed Involuntary
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bondholders who filed unsuccessful involuntary
Chapter 11 petitions against subsidiaries of Vitro SAB managed to
escape without being saddled with $6.2 million in sanctions.

Mr. Rochelle recounts Vitro sought reimbursement for $6.2 million
in attorneys' fees and expense run up in fighting the petitions.
A provision in bankruptcy law says that the judge "may" require
reimbursement if an involuntary petition fails.

According to the report, in a 7-page opinion on Nov. 1, U.S.
Bankruptcy Judge Harlin Hale in Dallas reviewed the various
standards for deciding when expenses should be reimbursed.  He
concluded that fees can be denied depending on "the totality of
the circumstances."  Mostly because it was a "close question"
whether the involuntary petitions would win or fail, Judge Hale
denied reimbursement.  If an appellate court were to believe he
abused his discretion in denying reimbursement, Judge Hale said he
would award fees, although with a 20% discount for duplication of
effort and high rates.

                         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
US$55 million.


XODTEC LED: Amends Aug. 31 Quarterly Report to Correct Typo Errors
------------------------------------------------------------------
Xodtec LED, Inc., filed on Oct. 28, 2011, an amendment to its
quarterly report on Form 10-Q for the three months ended Aug. 31,
2011, which was filed with the Securities and Exchange Commission
on Oct. 24, 2011.  The amendment (i) furnishes Exhibit 101 XBRL
interactive data files in accordance with Rule 405 of Regulation
S-T, and (ii) reflects corrections to typographical errors and
other changes as follows:

-- Condensed Consolidated Statements of Operations and
Comprehensive Loss -- The basic and diluted net loss per share for
three months ended Aug. 31, 2011, was changed from $(0.01) to
$(0.02).

-- Condensed Consolidated Statements of Cash Flows -- The
"proceeds from (payment to) loans from related parties" included
in the cash flows from financing activities for the six months
ended Aug, 31, 2011 was changed from a negative $669,863 to a
positive $669,863.

-- Condensed Statements of Cash Flows -- A non-cash financing
activity line item was added which was omitted from the original
filing: "conversion of debt to equity" in the amount of $2,730,323
for the six months ended Aug. 31, 2011.

-- Notes to Unaudited Consolidated Financial Statements --
Inventory disclosure under Note 2 ("Summary of Significant
Accounting Policies") was expanded to include additional
information related to inventory reserve activities.

-- Management's Discussion and Analysis of Financial Condition and
Results of Operations -- A table which provides "Results of
Operations" for the three months ended Aug. 31, 2010, was revised
to correct the "Other Income" amount from $9,209 to $69,209.

-- Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Under the "Liquidity and Capital
Resources" in the third paragraph, the Company added "decrease in
inventories of $154,902" to further explain the changes of
operating cash flows for the six months ended Aug. 31, 2011.

The changes did not change the results of operations or financial
position as of Aug. 31, 2011, and for the three and six months
then ended.  No other changes have been made to the Form 10-Q.
This Form 10-Q/A does not reflect events that may have occurred
subsequent to the original filing date.  Currently dated Exhibits
31.1 and 32.1, signed by the principal executive and financial
officer, is included in this filing.

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

                       http://is.gd/kNVvy4

As reported in the TCR on Oct. 27, 2011, the Company reported 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's balance sheet at Aug. 31, 2011, showed $1.2 million
in total assets, $2.0 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.

                         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.


* 5th Circuit Panel Modifies Plan Mootness Opinion
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that last month a panel from the U.S. Court of Appeals in
New Orleans dismissed an appeal from a confirmed plan under the
doctrine of equitable mootness.  The unsigned opinion wasn't
remarkable in itself.  It was notable that the opinion didn't
even mention a revised mootness decision from the same court in
August in a case involving Scotia Pacific Co. and affiliate
Pacific Lumber.

According to the report, the panel in the October case revised the
opinion on Nov. 1, this time citing the Scotia-Palco ruling as the
leading law in the 5th Circuit. Otherwise, the analysis and the
result is unchanged.

The circuit judges on the panel deciding the new case were Jerry
E. Smith, Leslie H. Southwick and James E. Graves Jr. The case is
Spencer Ad Hoc Equity Committee v. Idearc Inc. (In re Idearc
Inc.), 10-10858, U.S. 5th Circuit Court of Appeals (New Orleans).

                        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.


* Changed Law Doesn't Permit Change in Chapter 13 Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that individuals in Chapter 13 who voluntarily contributed
Social Security benefits toward payment of creditors can't have a
change of heart after the plan is confirmed, the Bankruptcy
Appellate Panel in St. Louis ruled Nov. 3.  The case is Johnson v.
Fink (In re Johnson), 11-6037, U.S. 8th Circuit Bankruptcy
Appellate Panel (St. Louis).


* S&P Says U.S. Corporate Default Rate Expected to Rise Next Year
-----------------------------------------------------------------
Standard & Poor's expects the U.S. corporate trailing 12-month
speculative-grade default rate to rise to 3.1% by September 2012
from 1.94% at the end of September 2011, said an article published
Nov. 4 by Standard & Poor's Global Fixed Income Research, titled
"U.S. Corporate Default Rate Expected To Rise To 3.1% By September
2012."

"The baseline projection is still lower than the long-term average
of 4.59%.  A total of 48 issuers would need to default in the 12
months from October 2011 to September 2012 to reach this
projection," said Diane Vazza, head of Standard & Poor's Global
Fixed Income Research. "By comparison, 28 speculative-grade
issuers defaulted from October 2010 to September 2011."

The economy continues to recover at half speed, and contagion from
Europe's sovereign debt crisis remains a risk.  As a result,
investor confidence is waning.  The cost of borrowing also rose as
the U.S. speculative-grade spread reached 830 basis points (bps)
at the beginning of October, up from an average of 500 bps in the
first half of the year.  Nonetheless, credit quality has
strengthened, as reflected by fewer downgrades in recent quarters
and relatively low negative bias, which should help companies
mitigate the effects of lackluster economic growth and uncertainty
in the financial markets.

In addition to its baseline projection, S&P forecasts the default
rate in its optimistic and pessimistic scenarios.  "In our
optimistic default rate forecast scenario, the economy and the
financial markets improve more than expected.  As a result, we
would expect the default rate to be 1.6% by September 2012, or
25 defaults in the next 12 months," said Ms. Vazza.  "On the other
hand, if the economic recovery stalls and the financial markets
deteriorate -- which is our pessimistic scenario -- we expect the
default rate to be 5.1%, or 79 defaults in the next 12 months."


* Bloomberg Survey Finds U.S. Credit Ratings Will Fall in 2012
--------------------------------------------------------------
Municipal bond managers and investors say they expect credit
ratings of U.S. states to fall in the next year and that President
Obama and Congress will take no action on changing municipal bond
tax status during the next 12 months, according to a snap survey
sponsored by Bloomberg Government, taken at the Bloomberg State &
Municipal Finance Conference.  More than 100 municipal bond
industry players attended the conference to gain insight on what
the current financial environment of cities and states means for
investors.

Participants were asked several questions on key topics affecting
state and municipalities, as they enter budget season.  Results
found:

-- Credit Ratings -- 48 percent said that on average, they expect
   credit ratings of U.S. states to fall in the next year; 38
   percent believe ratings will remain the same, and only 14
   percent said they will rise;

-- Municipal Bond Status -- 71 percent of respondents predicted
   that President Barack Obama and Congress will take no action
   with regard to municipal bonds' tax status in the next 12
   months; 27 percent believe they will limit the tax exemption
   for municipal bonds, with only 2 percent expecting to see the
   end of tax exemption for municipal bonds;

-- Defaults -- With municipal bond defaults at about $1 billion so
   far this year, 75 percent believe the end of year total will be
   lower than in 2010; 17 percent believe the total will be about
   the same as last year, while just 8 percent expect total muni-
   defaults to be higher than in 2010;

-- U.S. Treasury Yield -- 57 percent said they expect the yield on
   10-year U.S. Treasury notes to be between 2.01 and 2.5 percent
   on Dec. 31, 2011; 32 percent believe it will fall between 1.5
   and 2 percent; 10 percent predict this yield will be between
   2.51 and 3 percent, with only 2 percent responding that it will
   be more that 3.01 percent; and

-- AAA Municipal Securities -- 35 percent said the yield on 10-
   year AAA municipal securities will be 105-109.9 percent of 10-
   year U.S. Treasury notes at the end of 2011; 33 percent believe
   it will fall somewhere between 110 and 114.9 percent; with only
   6 percent predicting the yield will be 115 percent or more.

Key speakers at the conference included:

-- Janet Cowell, Treasurer, State of North Carolina

-- Andy Dillon, Treasurer, State of Michigan

-- Chipman Flowers, Jr., Treasurer, State of Delaware

-- Ronald C. Green, Controller, City of Houston, Texas

-- Peter J. Hayes, Managing Director and Head of Municipal Bonds
   Group, BlackRock Inc.

-- Lynnette Kelly Hotchkiss, Executive Director, Municipal
   Securities Rulemaking Board (MSRB)

-- Kent Morris, Chief Investment Officer, Office of the City
   Treasurer, City of San Diego, California

-- Andrew P. Sidamon-Eristoff, Treasurer, State of New Jersey

Among other topics, the speakers debated the outlook for the
municipal bond market and pension reform, addressed President
Barack Obama's proposed limits on tax breaks for muni bond
investors, and how public-private partnerships can create new
revenue for cities.

                      About Bloomberg LINK

Bringing the power of Bloomberg to the executive conference
business, Bloomberg LINK -- http://www.bloomberglink.com/--
produces invitation-only, in-person gatherings that combine world-
class editorial programming with peer-to-peer networking amongst
the who's who in influential communities.  In this environment,
participants engage in open discussions that lead to learning from
each other's expertise and experience.

                          About Bloomberg

Bloomberg, the global business and financial information and news
leader, gives influential decision makers a critical edge by
connecting them to a dynamic network of information, people and
ideas.  The company's strength - delivering data, news and
analytics through innovative technology, quickly and accurately -
is at the core of the Bloomberg Professional service, which
provides real time financial information to more than 310,000
subscribers globally.  Bloomberg's enterprise solutions build on
the company's core strength, leveraging technology to allow
customers to access, integrate, distribute and manage data and
information across organizations more efficiently and effectively.
Through Bloomberg Law, Bloomberg Government, BNA and Bloomberg New
Energy Finance, the company provides data, news and analytics to
decision makers in industries beyond finance.  And Bloomberg News,
delivered through the Bloomberg Professional service, television,
radio, mobile, the Internet and two magazines, Bloomberg
Businessweek and Bloomberg Markets, covers the world with more
than 2,300 news and multimedia professionals at 146 bureaus in 72
countries. Headquartered in New York, Bloomberg employs more than
15,000 people in 192 locations around the world.


* 3 U.S. Corp Defaults Last Week Raise S&P Tally to 39
------------------------------------------------------
Three U.S.-based corporate issuers defaulted last week, raising
the 2011 global corporate default tally to 39, said an article
published Nov. 3 by Standard & Poor's Global Fixed Income
Research, titled "Global Corporate Default Update (Oct. 28 -
Nov. 2, 2011)."

Standard & Poor's Ratings Services lowered its ratings on
MF Global Holdings Ltd. to 'D' after the company filed for
Chapter 11.  This is the first time a U.S.-based corporate issuer
has defaulted from an investment-grade rating since the ratings on
Washington Mutual Bank were lowered to 'D' after it was placed
into FDIC receivership and simultaneously sold to JPMorgan Chase &
Co. on Sept. 26, 2008.

The other two defaulters last week were homebuilder Hovnanian
Enterprises Inc. and Native American casino operator River Rock
Entertainment Authority.  Standard & Poor's Ratings Services
lowered its issuer credit rating on Hovnanian to 'SD' after the
company completed a distressed tender offer, and the ratings on
River Rock were lowered to 'D' following the issuer's failure to
repay principal on its existing $200 million senior notes at
maturity.

Of the total defaulters this year, 29 are based in the U.S., three
are based in New Zealand, two are in Canada, and one each is in
the Czech Republic, Greece, France, Israel, and Russia.  Of the
defaulters by this time in 2010, 53 were U.S.-based issuers, nine
were from the other developed region (Australia, Canada, Japan,
and New Zealand), eight were from the emerging markets, and two
were European issuers.

Fifteen of this year's defaults were due to missed interest or
principal payments and eight were due to distressed exchanges--
both of which were among the top reasons for defaults in 2010.
Bankruptcy filings followed with seven defaults, and regulatory
actions accounted for three.  Of the remaining defaults, one
issuer failed to finalize refinancing on its bank loan, one issuer
had its banking license revoked by its country's central bank,
another was appointed a receiver, and three were confidential.

By comparison, in 2010, 28 defaults resulted from missed interest
or principal payments, 25 from Chapter 11 and foreign bankruptcy
filings, 23 from distressed exchanges, three from receiverships,
one from a regulatory directive, and one from administration.


* Utah, Neb Banks Shuttered; Nation's Total This Year Now 87
------------------------------------------------------------
SunFirst Bank, Saint George, Utah, was closed Friday by the Utah
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Cache Valley Bank, Logan, Utah, to assume most of
the deposits of SunFirst Bank. The FDIC will retain roughly $15
million in deposits that may be subject to external litigation
involving SunFirst Bank.  The affected accounts were frozen prior
to the failure of the bank.  All other accounts were transferred
to Cache Valley Bank.

Mid City Bank, Inc., Omaha, Nebraska, was closed by the Nebraska
Department of Banking and Finance, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Purdum State Bank, Purdum, Nebraska, to assume all
of the deposits of Mid City Bank, Inc.

Mid City Bank is the first FDIC-insured institution to fail in
Nebraska this year.  SunFirst Bank is the first in Utah.

A total of 87 FDIC-insured institutions have failed in the nation
this year.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party   FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought   Fund
  Closed Bank       (millions)   Certain Assets      (millions)
  -----------       -----------  -----------------   ------------
SunFirst Bank            $198.1  Cache Valley Bank          $49.7
Mid City Bank, Inc.      $106.1  Premier Bank               $12.7

All American Bank         $37.8  Int'l Bank of Chicago       $6.5
Community Banks        $1,380.0  Bank Midwest, N.A.        $224.9
Community Capital        $181.2  State Bank and Trust       $62.0
Old Harbor Bank          $215.9  1st United Bank            $39.3
Decatur First Bank       $191.5  Fidelity Bank              $32.6
Country Bank             $190.6  Blackhawk Bank & Trust     $66.3
First State Bank         $204.4  Northfield Bank            $45.8
Piedmont Community       $201.7  State Bank and Trust       $71.6
Blue Ridge Savings       $161.0  Bank of North Carolina     $38.0
Sun Security Bank        $355.9  Great Southern Bank       $118.3
The RiverBank            $417.4  Central Bank               $71.4
First International Bank $239.9  American First Nat'l       $53.8
Citizens Bank of N. Ca.  $288.8  Tri Counties Bank          $37.2
Bank of the Commonwealth $985.1  Southern Bank and Trust   $268.3
First Nat'l Bank, Fla.   $296.8  CharterBank                $46.9
CreekSide Bank           $102.3  Georgia Commerce Bank      $27.3
Patriot Bank of Georgia  $150.8  Georgia Commerce Bank      $44.4
First Choice Bank Geneva $141.0  Inland Bank & Trust        $31.0
First Southern Nat'l     $164.6  Heritage Bank of the South $39.6
Lydian Private Bank    $1,700.0  Sabadell United Bank      $293.2
Public Savings Bank       $46.8  Capital Bank, N.A.         $11.0
1st Nat'l Bank of Olathe $538.1  Enterprise Bank & Trust   $116.6
Bank of Whitman          $548.6  Columbia State Bank       $134.8
Bank of Shorewood        $110.7  Heartland Bank and Trust   $25.6
Integra Bank           $2,200.0  Old National Bank         $170.7
BankMeridian, N.A.       $239.8  SCBT N.A.                  $65.4
Virginia Business         $95.8  Xenith Bank                $17.3
Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3
Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Heller Draper's Jan Hayden Joins Baker Donelson
-------------------------------------------------
Jan M. Hayden, Esq., last week joined Baker, Donelson, Bearman,
Caldwell & Berkowitz, PC, at its New Orleans, Louisiana office.

Ms. Hayden, who joins as shareholder, concentrates her practice in
the field of business reorganizations, workouts and bankruptcy.
She has represented trustees, debtors-in-possession, creditors'
committees and secured creditors in all types of cases and has
been involved in most of Louisiana's largest business
bankruptcies. Ms. Hayden has been recognized as a leading
bankruptcy attorney by The Best Lawyers in America(R), Chambers
USA: America's Leading Business Lawyers and Louisiana Super
Lawyers, where she has been listed as one of the top 10 lawyers in
Louisiana since 2007. She was recently named by Best Lawyers as
the 2012 New Orleans Bankruptcy Litigation Attorney of the Year,
and was also the Best Lawyers 2010 New Orleans Bankruptcy and
Creditors' Rights Attorney of the Year.

A 1979 graduate of the Paul M. Hebert Law Center at Louisiana
State University, Ms. Hayden has served on the Local Bankruptcy
Rules Committee and has served two terms as the Chairperson of the
Consumer Protection, Lender Liability and Bankruptcy Section of
the Louisiana State Bar Association. She is a Fellow of the
American College of Bankruptcy and the Louisiana State Bar
Foundation, is a member of the American Bankruptcy Institute, and
has been named to the Louisiana State University Law Center Hall
of Fame. Ms. Hayden, who serves as Treasurer of The Pro Bono
Project, was recognized by the Louisiana State Bar Association
with its Pro Bono Publico Award in 2009.

Ms. Hayden was previously with the firm of Heller, Draper, Patrick
& Horn L.L.C.

"A widely recognized leader in the field of bankruptcy law, Jan
brings a wealth of experience that expands the quality
representation offered by Baker Donelson's multi-state bankruptcy
practice," says Roy C. Cheatwood, managing shareholder of the
Firm's Louisiana offices. "We're proud to welcome her as we
continue to grow in Louisiana."


* Alan Stout Appointed as Bankruptcy Judge for W.D. Kentucky
------------------------------------------------------------
The Sixth Circuit Court of Appeals appointed Bankruptcy Judge Alan
Crider Stout fourteen-year term of office for the Western District
of Kentucky, effective October 25, 2011.

Judge Stout can be reached at:

          Honorable Judge Alan Stout
          601 W. Broadway, Ste. 533
          Gene Snyder Courthouse
          Louisville, KY 40202
          Voice: 502-627-5575
          Fax: 502-627-5573

          Judicial Assistant
          Karen A. Patterson
          Voice: 502-627-5582
          Fax: 502-627-5573

          Law Clerk
          James Raymond Higdon
          Voice: 502-627-5583
          Fax: 502-627-5573

          Term expiration: October 24, 2025


* BOND PRICING -- For Week From Oct. 31 to Nov. 4
-------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
ACARS-GM            8.100  6/15/2024     1.000
AHERN RENTALS       9.250  8/15/2013    28.100
AMBAC INC           9.375   8/1/2011    10.000
AMBAC INC           9.500  2/15/2021     9.900
AMBAC INC           7.500   5/1/2023    13.130
AMBAC INC           5.950  12/5/2035    11.800
AMBAC INC           6.150   2/7/2087     1.375
AMER GENL FIN       4.500 11/15/2011    97.750
AMERICAN ORIENT     5.000  7/15/2015    54.838
AMR CORP            9.000   8/1/2012    92.500
BANKUNITED FINL     6.370  5/17/2012     9.500
BLOCKBUSTER INC    11.750  10/1/2014     2.125
CAPMARK FINL GRP    5.875  5/10/2012    50.500
CENTRAL EUROPEAN    3.000  3/15/2013    53.500
CIRCUS & ELDORAD   10.125   3/1/2012    80.100
DAE AVIATION       11.250   8/1/2015    42.500
DIRECTBUY HLDG     12.000   2/1/2017    25.250
DIRECTBUY HLDG     12.000   2/1/2017    35.625
DUNE ENERGY INC    10.500   6/1/2012    55.500
DYNEGY HLDGS INC    8.750  2/15/2012    79.000
EASTMAN KODAK CO    7.250 11/15/2013    40.000
EDDIE BAUER HLDG    5.250   4/1/2014     6.750
ENERGY CONVERS      3.000  6/15/2013    49.000
EVERGREEN SOLAR     4.000  7/15/2013     0.500
EVERGREEN SOLAR    13.000  4/15/2015    53.000
EVERGREEN SOLAR     4.000  7/15/2020     0.250
FAIRPOINT COMMUN   13.125   4/2/2018     0.999
FRIENDLY ICE CR     8.375  6/15/2012    15.000
GLOBALSTAR INC      5.750   4/1/2028    30.500
GREAT ATLA & PAC    5.125  6/15/2011    11.000
GREAT ATLA & PAC    6.750 12/15/2012    22.000
HAWKER BEECHCRAF    8.500   4/1/2015    36.700
HAWKER BEECHCRAF    9.750   4/1/2017    24.000
HORIZON LINES       4.250  8/15/2012    69.000
HUTCHINSON TECH     3.250  1/15/2026    70.000
K HOVNANIAN ENTR    6.500  1/15/2014    63.000
K HOVNANIAN ENTR   11.875 10/15/2015    50.360
KV PHARMA           2.500  5/16/2033    24.296
KV PHARMA           2.500  5/16/2033    25.840
LEHMAN BROS HLDG    0.250  6/29/2012    23.000
LEHMAN BROS HLDG    6.000  7/19/2012    23.500
LEHMAN BROS HLDG    3.000 10/28/2012    25.125
LEHMAN BROS HLDG    3.000 11/17/2012    24.250
LEHMAN BROS HLDG    5.000  1/22/2013    22.000
LEHMAN BROS HLDG    5.625  1/24/2013    24.000
LEHMAN BROS HLDG    5.100  1/28/2013    23.875
LEHMAN BROS HLDG    5.000  2/11/2013    23.500
LEHMAN BROS HLDG    4.800  2/27/2013    22.500
LEHMAN BROS HLDG    4.700   3/6/2013    23.875
LEHMAN BROS HLDG    5.000  3/27/2013    23.500
LEHMAN BROS HLDG    5.750  5/17/2013    23.000
LEHMAN BROS HLDG    5.250  1/30/2014    23.125
LEHMAN BROS HLDG    4.800  3/13/2014    25.000
LEHMAN BROS HLDG    5.000   8/3/2014    23.000
LEHMAN BROS HLDG    6.200  9/26/2014    22.625
LEHMAN BROS HLDG    5.150   2/4/2015    23.002
LEHMAN BROS HLDG    5.250  2/11/2015    23.130
LEHMAN BROS HLDG    8.800   3/1/2015    23.250
LEHMAN BROS HLDG    7.000  6/26/2015    23.625
LEHMAN BROS HLDG    8.500   8/1/2015    22.750
LEHMAN BROS HLDG    5.000   8/5/2015    22.000
LEHMAN BROS HLDG    7.000 12/18/2015    23.500
LEHMAN BROS HLDG    5.500   4/4/2016    24.250
LEHMAN BROS HLDG    8.920  2/16/2017    24.375
LEHMAN BROS HLDG    5.875 11/15/2017    21.285
LEHMAN BROS HLDG    5.500   2/4/2018    22.000
LEHMAN BROS HLDG    6.000  2/12/2018    23.500
LEHMAN BROS HLDG    5.250   3/5/2018    21.500
LEHMAN BROS HLDG    8.050  1/15/2019    21.000
LEHMAN BROS HLDG    8.500  6/15/2022    22.450
LEHMAN BROS HLDG   11.000  6/22/2022    22.210
LEHMAN BROS HLDG   11.000  7/18/2022    22.750
LEHMAN BROS HLDG   11.000  8/29/2022    20.000
LEHMAN BROS HLDG   11.500  9/26/2022    23.375
LEHMAN BROS HLDG    9.000 12/28/2022    21.750
LEHMAN BROS HLDG    9.500 12/28/2022    23.500
LEHMAN BROS HLDG    9.500  1/30/2023    21.800
LEHMAN BROS HLDG    8.400  2/22/2023    21.500
LEHMAN BROS HLDG    9.500  2/27/2023    23.500
LEHMAN BROS HLDG    9.000   3/7/2023    22.125
LEHMAN BROS HLDG   10.000  3/13/2023    22.500
LEHMAN BROS HLDG   18.000  7/14/2023    25.750
LEHMAN BROS HLDG   10.375  5/24/2024    22.000
LEHMAN BROS HLDG   11.000  3/17/2028    22.500
LIFEPT VILGE        8.500  3/19/2013    49.500
MAJESTIC STAR       9.750  1/15/2011     4.000
MANNKIND CORP       3.750 12/15/2013    53.000
MF GLOBAL LTD       9.000  6/20/2038    44.000
MOHEGAN TRIBAL      8.000   4/1/2012    66.249
MOHEGAN TRIBAL      6.125  2/15/2013    66.640
MOHEGAN TRIBAL      7.125  8/15/2014    44.316
NEBRASKA BOOK CO   10.000  12/1/2011    90.000
NEBRASKA BOOK CO    8.625  3/15/2012    35.000
NGC CORP CAP TR     8.316   6/1/2027    20.500
O'CHARLEYS INC      9.000  11/1/2013    99.304
PALM HARBOR         3.250  5/15/2024    16.125
PENSON WORLDWIDE    8.000   6/1/2014    43.037
PMI CAPITAL I       8.309   2/1/2027     9.000
PMI GROUP INC       6.000  9/15/2016    27.000
RESTAURANT CO      10.000  10/1/2013    16.000
TEXAS COMP/TCEH     7.000  3/15/2013    29.000
TEXAS COMP/TCEH    10.250  11/1/2015    37.750
TEXAS COMP/TCEH    10.250  11/1/2015    38.250
TEXAS COMP/TCEH    10.250  11/1/2015    37.050
THORNBURG MTG       8.000  5/15/2013     8.000
TIMES MIRROR CO     7.250   3/1/2013    38.250
TOUSA INC           9.000   7/1/2010    22.375
TRAILER BRIDGE      9.250 11/15/2011    76.250
TRAVELPORT LLC     11.875   9/1/2016    37.450
TRAVELPORT LLC     11.875   9/1/2016    37.125
TRICO MARINE        3.000  1/15/2027     1.500
TRICO MARINE SER    8.125   2/1/2013     4.195
VIRGIN RIVER CAS    9.000  1/15/2012    51.000
WCI COMMUNITIES     7.875  10/1/2013     0.400
WCI COMMUNITIES     4.000   8/5/2023     1.570
WILLIAM LYON INC   10.750   4/1/2013    20.100
WILLIAM LYON INC    7.500  2/15/2014    20.000
WILLIAM LYONS       7.625 12/15/2012    20.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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