TCR_Public/111110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 10, 2011, Vol. 15, No. 312

                            Headlines

78 FIRST: Seeks to Hire Philip Keith as Litigation Counsel
785 PARTNERS: Files Disclosure Statement for Amended Ch. 11 Plan
ACCENTIA BIOPHARMA: Inks Series of Deals to Strengthen Finances
AEROFLEX INC: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
ALABAMA AIRCRAFT: Court Approves Chapter 7 Conversion

ALEXANDER GALLO: Court OKs $103-Mil. Sale to HIG Capital
ALLY FINANCIAL: Mulls ResCap Bankruptcy; Taps Kirkland, Evercore
ALROSE KING: Court OKs Farrell Fritz as Bankruptcy Counsel
ALROSE KING: Files Liquidating Plan; BFSB to Receive Sale Proceeds
AMBAC FINANCIAL: Plan Exclusivity Extended Until Feb. 3

AMBAC FINANCIAL: Rehabilitator Proposes to Proceed With AFG Deals
AMBAC FINANCIAL: Getting Close to Deal With IRS on Claims
ARK DEVELOPMENT: Case Dismissed; BB&T to Complete Foreclosure
ARKANOVA ENERGY: Enters Into Note Purchase Agreement with Aton
ASSURANT INC: S&P Assigns 'BB+' Preferred Stock Rating to Shelf

AVANTAIR INC: Eight Directors Elected at Annual Meeting
BAKERS FOOTWEAR: Reports $40.2 Million Net Sales in 3rd Quarter
BANKUNITED FINANCIAL: Committee Files Amended Disclosure Statement
BEAR MOUNTAIN: Wants to Obtain North Cascade Loan to Cure Defaults
BERNARD L. MADOFF: SEC to Redo Vote on Formula to Compute Claims

BERNARD L. MADOFF: Trustee Fends Off Rehearing on Claim Appeal
BERNARD L. MADOFF: Trustee Now Seeking $226MM From Family Members
BERNARD L. MADOFF: Investors File $19BB Class Suit v. JPMorgan
BIG DRIVE CATTLE: Farm Credit Services Suit Goes to Bankr. Court
BION ENVIRONMENTAL: Closes Series B and C Conversion Offer

BIOZONE PHARMACEUTICALS: Defaults on $2.25-Mil. Promissory Notes
BORDERS GROUP: George Harrison Guitar Sold at Auction
BRIGHAM EXPLORATION: Faces Complaint Over Fargo Purchase Offer
CASCADE BANCORP: Delap LLP Declines to Stand for Reappointment
CATASYS INC: David Smith Discloses 41.9% Equity Stake

CDC CORP: Taps Finley Colmer as Chief Restructuring Officer
CDC CORP: Seeks to Employ Lamberth Cifelli as Counsel
CITIZENS REPUBLIC: Files Form 10-Q, Has $32.9MM Q3 Net Income
CLEARWIRE CORP: Inks Pact to Power NetZero 4G High-Speed Mobile
CLEARWIRE CORP: Incurs $84.8 Million Net Loss in 3rd Quarter

CUI GLOBAL: Files Form S-1 Registration Statement
DEE ALLEN RANDALL: Wants Motion to Prohibit Cash Use Denied
DEE ALLEN RANDALL: Rocky Mountain OK'd as Trustee's Accountants
DEE ALLEN RANDALL: Ray Quinney OK'd as Ch. 11 Trustee's Counsel
DEE ALLEN RANDALL: Vantus Law Withdrawn as Special Counsel

DEEP DOWN: Board Accepts Mark Hollinger's Resignation
DELPHI CORP: Paulson Fund Set to Be Big Seller in Automotive IPO
DELTATHREE INC: Receives $50,000 from D4 Holdings
DENNY'S CORP: Reports $7.9 Million Net Income in Sept. 28 Quarter
DIRECTBUY HOLDINGS: S&P Lowers Corporate Credit Rating to 'CC'

DIVERSIFIED MACHINE: Moody's Assigns B2 Corporate Family Rating
DRYSHIPS INC: Completes Merger with OceanFreight
DUNE ENERGY: Voting on Equity Exchange Extended for 1 Week
DWH I: Dakota Steakhouse Operators Need to Hire Separate Lawyers
EASTMAN KODAK: To Run out of Cash in Mid-2012, Moody's Says

EDISON MISSION: Reports $33 Million Net Income in Sept. 30 Qtr.
EGPI FIRECREEK: Larry Trapp Resigns as Director and EVP
EMERITUS CORPORATION: Posts $43.7 Million Net Loss in 3rd Qtr.
FANNIE MAE: Needs Add'l $7.8-Bil. from Govt. to Address Deficit
FILENE'S BASEMENT: NASDAQ Delist Syms Corp's Shares

FIRST DATA: Lowers Net Loss to $9.8-Mil. in Q3 of 2011
FRONTIER AIRLINES: Republic Outlines Plan to Separate Unit
GARLOCK SEALING: Retained Counsel Hires Consulting Experts
GARNEAU INC: Shareholders OK Voluntary Liquidation, Dissolution
GENERAL MOTORS: Opel Chief Picked to Turn Around GM Europe

GMX RESOURCES: S&P Puts 'CCC+' Corp. Credit Rating on Watch Neg.
GRAY TELEVISION: Reports $1.9 Million Net Income in 3rd Quarter
GREEN ENDEAVORS: Swings to $24,300 Profit in Third Quarter
GREYSTONE PHARMA: Trustee Hires KraftCPAs for Accounting Svcs.
HARRISBURG, PA: Should Stop Hirings & Hike Fees, Walker Says

HMC/CAH CONSOLIDATED: Section 341(a) Meeting Scheduled for Nov. 15
HOMELAND SECURITY: Completes Sale of Subsidiary to Perma-Fix
HORIZON LINES: Posts $126.4 Million Net Loss in Q3 Ended Sept. 25
J.C. EVANS: Reschedules Auction of Quarry Assets to Nov. 14
J.C. EVANS: Has Continued Access to Creditors' Cash Collateral

JEFFERSON COUNTY: Files Biggest U.S. Municipal Bankruptcy
JEFFERSON COUNTY: Chapter 9 Case Summary & Creditors List
KINETIC CONCEPTS: S&P Lowers Corporate Credit Rating to 'B'
LOS ANGELES DODGERS: Court Denies Bid to Cut Legal Fees
LOS ANGELES DODGERS: Fox Says MLB Deal Isn't 'Foregone Conclusion'

LAS VEGAS RAILWAY: John Zilliken Resigns as COO
LOCAL INSIGHT: Judge Approves Chapter 11 Plans
LODGENET INTERACTIVE: Files Form 10-Q, Posts $2MM Q3 Net Income
LOS GATOS HOTEL: Can Access GCCFC 2006-GG7's Cash Until Jan. 6
MANTECH INTERNATIONAL: Moody's Keeps 'Ba1' Corp. Family Rating

MARANI BRANDS: Asher Enterprises Discloses 5.3% Equity Stake
MATTRESS HOLDING: Moody's Says IPO Positive for 'B3' CFR
MCCLATCHY CO: Files Form 10-Q, Posts $9.4 Million Q3 Net Income
MEDIA GENERAL: Files Form 10-Q, Incurs $29.8 Million Q3 Net Loss
MELTING POT: Investor Group Offers $1.385-Mil. for Restaurant

MF GLOBAL: Sold $1.5BB in Euro Debt at Loss Before Bankruptcy
MF GLOBAL: Bankruptcy Felt in Commodity Markets
MF GLOBAL: Customers May End Up Waiting for Their Cash
MF GLOBAL: Investor Uprising Follows Firm's Crisis
MF GLOBAL: Statman, Harris Probes Board of Directors & Officers

MF GLOBAL: Singapore Unit in Liquidation, Appoints KPMG
MF GLOBAL: Sec. 341 Meeting of MF Global Creditors Set for Dec. 5
MF GLOBAL: EMC Wants to Transfer Accounts to Peregrine
MF GLOBAL: SIPA Trustee Wants to Subpoena Execs., Lenders
MF GLOBAL: CFTC Seeks Info FROM PwC on MF Global's Missing Funds

MICROSEMI CORP: S&P Assigns 'BB' Rating to $800MM Credit Facility
MOUNTAIN CITY: Gets Final OK for Brownstein Hyatt as Counsel
MOUNTAIN CITY: Court Gives Final OK for BGA Management as CRO
NANCE PROPERTIES: Court Rejects Sale, Turns to 25 Yr. Old Ruling
NATIONAL GRAPHICS: Case Summary & 20 Largest Unsecured Creditors

NEONODE INC: Registers 19.4 Million Common Shares
NEWPAGE CORP: Noteholders Object to Hiring of Alvarez, Moelis
NORAM RESOURCES: Court Rules in Ch. 7 Trustee's D&O Suit
NOVADEL PHARMA: Posts $1.2 Million Net Income in 3rd Quarter
NUTRITION 21: N21 Acquisition Wins With Bid of $7.3MM for Assets

NYTEX ENERGY: Discloses Amendment to Bank Revolving Credit
OLYMPUS CORP: Block & Leviton Probes Possible Fraud Claims
OPEN RANGE: Wants to Hire Cole, Schotz as Bankruptcy Counsel
OPTIMUMBANK HOLDINGS: Says it Regains Compliance with Equity Rule
ORBITZ WORLDWIDE: S&P Affirms 'B' Corporate Credit Rating

PARADISE HOSPITALITY: Lender Loses Bid to Keep Receiver for Hotel
PEABODY ENERGY: Moody's Affirms Corporate Family Rating at 'Ba1'
PEABODY ENERGY: S&P Rates $2.75BB Sr. Unsecured Notes at 'BB+'
PELICAN ISLES: Section 341(a) Meeting Scheduled for Dec. 2
PETALUMA GREENBRIAR: With Foreclosure Underway, Court Rejects Plan

POINT BLANK: Pays $1MM to U.S. to Settle Defective-Vest Claims
PRECISION OPTICS: Extends Maturity of $600,000 Notes to Dec. 15
QUALITY DISTRIBUTION: Reports $6.2 Million Net Income in Q3
R&G FINANCIAL: To Present Plan for Confirmation on Nov. 29
REAL MEX: Hires Grant Thornton as Auditor

REAL MEX: Court OKs DJM Realty as Real Estate Consultant
REAL MEX: Gets Interim OK to Auction Assets
RESIDENTIAL CAPITAL: Parent Hires Advisors for Likely Bankruptcy
RIVER ROCK: Enters Into Lease Agreement with Dry Creek
RLD, INC.: Case Summary & 20 Largest Unsecured Creditors

ROTHSTEIN ROSENFELDT: Investor to Pay $25MM to Settle Fraud Claims
ROTHSTEIN ROSENFELDT: Trustee Strikes Settlement to Bring $25M
RUDEN MCCLOSKY: Gets Judge's Approval to Proceed With Auction
SENSIVIDA MEDICAL: Montieth Estes Appointed Interim CEO
SHENGDATECH INC: U.S. Trustee Adds 4 Members to Creditor's Panel

SILVERSUN TECHNOLOGIES: Borrows $750,000 for Working Capital
SINCLAIR BROADCAST: Reports $19.3 Million Q3 Net Income
SOLYNDRA LLC: Taps HGP as Sales Agent for Non-Core Assets
SOLYNDRA LLC: Judge Denies U.S. Trustee's Plea for Ch. 11 Trustee
SOLYNDRA LLC: House Panel Votes to Subpoena White House Docs

SOLYNDRA LLC: No Takers Yet for IP Assets & Fremont Plant
SOLYNDRA LLC: To Hold Second Miscellaneous Asset Auction
SPOT MOBILE: David Stier Resigns as CFO and Director
SPX CORPORATION: Moody's Confirms 'Ba1' Corporate Family Rating
STOCKDALE TOWER: Case Summary & 3 Largest Unsecured Creditors

SUPERCONDUCTOR TECHNOLOGIES: Posts $3.3MM Net Loss in 3rd Qtr.
SUPERMEDIA INC: Files Form 10-Q, Incurs $968 Million Q3 Net Loss
TAYLOR BEAN: Judge Approves $15-Mil. WARN Action Deal
TENET HEALTHCARE: Ten Directors Elected at Annual Meeting
TERRESTAR NETWORKS: Dish Network Settles Sprint Claims

THERMOENERGY CORP: Amends 54.1 Million Common Shares Offering
TIMOTHY ANDERS: Court's Flaws Don't Relieve Creditors of Duties
TONI BRAXTON: Talks About Bankruptcy During TV Show Premiere
UPTOWN DRINK: Files for Chapter 11 Bankruptcy Protection
USEC INC: Incurs $6.9 Million Net Loss in Third Quarter

VALLEJO, CA: Emerges from Bankruptcy
VIKING SYSTEMS: Incurs $569,000 Net Loss in Third Quarter
VITRO SAB: Seeks Circuit Court Appeal on New York Suit
VITRO SAB: Bondholders Vow to Keep Fighting Restructuring Plan
VUANCE LTD: Board OKs Appointment of Doron Levy as New CEO

VUANCE LTD: Annual General Meeting Scheduled for Dec. 8
WASHINGTON MUTUAL: Creditors, Shareholders Battle Over Appeals
WASHINGTON MUTUAL: FDIC Hasn't Consented to Deal Extension
WASHINGTON MUTUAL: Wants to Terminate Certain Insurance Policies
WAVE SYSTEMS: Registers 5.2 Million Class A Common Shares

WEST END: Hearing on Plan Outline Continued Until Nov. 22
WILLIAM LYON: Reaches Pact with Stakeholders on Recapitalization
WINDSTREAM CORP: Moody's Rates Proposed $500MM Notes at 'Ba3'
WINDSTREAM CORP: S&P Assigns 'B+' Rating to $500MM Senior Notes
WPX ENERGY: Moody's Assigns Ba1 Rating to $1.5MM Notes Offering

WPX ENERGY: S&P Assigns 'BB+' Corporate Credit Rating
YRC WORLDWIDE: Incurs $120.1 Million Net Loss in 3rd Quarter
YRC WORLDWIDE: Amends Form S-1 Registration Statement
ZAIS INVESTMENT: Court Sets Feb. 6 Hearing to Confirm Hildene Plan
ZOO ENTERTAINMENT: Inks 2nd Amended Factoring Pact with Panta

* 3rd Cir. Upholds Ruling on Hagens Berman Contract Suit

* GSEs Will Remain Under Pressure as Mortgage Insurers Struggle

* Macey Bankruptcy Law Lawyers Recognized as "2011 Best Attorney"
* 5 Shapiro Fussell Attorneys Join Smith Moore

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********



78 FIRST: Seeks to Hire Philip Keith as Litigation Counsel
----------------------------------------------------------
78 First Street, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to employ Philip Keith as
litigation counsel.

The Debtor said it requires experienced counsel to prosecute
claims and counterclaims against MS Mission Holdings, LLC, and its
predecessor-in-interest, CapitalSource Finance LLC.  Specifically,
the claims or counterclaims will be made against MS Mission
Holdings as the successor in interest to CapSource and contend
that MS Mission Holdings is not a holder in due course.

The Debtor will allege claims or counterclaims based upon breach
of contract by CapSource with respect to the authorization to the
Debtor to obtain junior financing and grant a security interest
junior to CapSource's lien, and CapSource's refusal to allow the
junior financing to proceed under the agreed terms.

The Debtor will assert claims or counterclaims based upon fraud
for intentional misrepresentation and fraudulent concealment of
material facts by CapSource of its intent not to allow the Debtor
to obtain secondary financing despite CapSource's representations
to the contrary.  These representations and concealments were made
to induce the Debtor to reply on them and the Debtor did so rely.
The promises to allow secondary financing were made without any
intent to perform by CapSource.  The Debtor obtained secondary
financing commitments from third parties which were made
unavailable due to CapSource's refusal to timely consent to
secondary financing.

Additional claims or counterclaims based upon equitable estoppel;
promissory estoppel; estopped by conduct; and equitable
subordination of MS Mission Holdings' claim may be asserted.

The Debtor assures the Court that Mr. Keith has no connection with
the Debtor, nor its known employees, creditors, attorneys or
accountants, the United States Trustee, or any person employed
with the Office of the United States Trustee, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About 78 First Street

Oakland, California-based 78 First Street, LLC, and various
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D. Case No.
11-70224) on Sept. 23, 2011.

Debtor-affiliates that simultaneously sought Chapter 11 protection
are 88 First Street LLC and 518 Mission LLC (Case Nos. 11-70228
and 11-70229) and First/Jessie LLC, JP Capital LLC, Peninsula
Towers LLC, and Sixty-Two First Street LLC (Case Nos. 11-70231 to
11-70234).

Judge Roger L. Efremsky oversees the case, taking over from Judge
Edward D. Jellen.  Iain A. Macdonald, Esq., at MacDonald and
Associates, serves as the Debtors' counsel.  78 First Street
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Graham Seel, SVP of CMR Capital, LLC,
manager.


785 PARTNERS: Files Disclosure Statement for Amended Ch. 11 Plan
----------------------------------------------------------------
On Oct. 31, 2011, 785 Partners LLC filed an amended plan and
disclosure statement.  Except as otherwise provided in the Plan,
the Debtor will continue to exist after the Effective Date as a
separate entity, with 8 Avenue as initial managing member.

The funds utilized to make Cash payments under the Plan will be
generated from, among other things, the disposition of the BPA
Down Payment Escrow, as set forth in Section 4.2 of the Plan, and
the Lease-Up, as set forth in Section 4.3 of the Plan.

The Plan designates 8 Classes of Claims and Interests against the
Debtor:

          Class                    Status        Voting Rights
          -----                    ------        -------------
1: Non-Tax Priority Claims       Unimpaired   Deemed to Accept;
                                              Not Entitled to Vote

2: Other Secured Claims          Unimpaired   Deemed to Accept;
                                              Not Entitled to Vote

3: First Manhattan Claim         Impaired     Entitled to Vote

4: Time Square Claim             Impaired     Deemed to Reject;
                                              Not Entitled to Vote

5: Fuerta Claim                  Impaired     Entitled to Vote

6: End Unit Purchasers' Claims   Impaired     Entitled to Vote

7: General Unsecured Claims      Unimpaired   Deemed to Accept;
                                              Not Entitled to Vote

8: Old Membership Interests      Impaired     Entitled to Vote

The Holder of the Allowed First Manhattan Claim will receive a
payment, in Cash, from the BPA Down Payment Escrow, as and to the
extent set forth in Section 4.2 of the Plan, and the Amended and
Restated Note, in the amount of $73,878,373, which will have a
term of five years.

The Holder of the Allowed First Manhattan Claim will receive for
year one, monthly payments of interest only at a fixed rate equal
to the 5-year U.S. treasury rate plus 2.50% per annum, and for
years two through five, monthly payments of principal and interest
at a fixed rate equal to the 5-year U.S. treasury rate plus 2.50%
per annum based upon a 30 year amortization schedule, with a
balloon payment at the end of the note term.

In addition to the foregoing, the Holder of the Allowed First
Manhattan Claim will be entitled to a portion of (i) the proceeds
from a Liquidity Event, if any, as and to the extent set forth in
Section 4.5 of the Plan, and (ii) NOI Surplus, if any, as and to
the extent set forth in Section 4.6 of the Plan.

Upon the Effective Date, the Time Square Claim will be waived and
released, and the Time Square Lien will be released and
extinguished.  The Holder of the Class 4 Claim has consented to
this treatment.

On or as soon as practicable after the Effective Date, the Holder
of the Class 5 Fuerta Claim will receive a Cash payment of
$350,000 from the BPA Down Payment Escrow.

On or as soon as practicable after the Effective Date,
in full and final satisfaction, release, settlement and discharge
of the Class 6 End Unit Purchasers' Claims, Newco (which will have
the End Unit Purchasers as initial members) will receive (i) a
Cash payment of $1,550,000 from the BPA Down Payment Escrow and
(ii) 35% of the New Membership Interests.

On or as soon as practicable after the Effective Date, each
Holder of a Class 7 Allowed General Unsecured Claim will be paid
in full, in Cash, from the BPA Down Payment Escrow.

On the Effective Date, all Class 8 Old Membership Interests will
be canceled and extinguished.  8 Avenue will receive 63.75% of the
New Membership Interests, Tower will receive 1.00% of the New
Membership Interests, and Esplanade will receive 0.25% of the New
Membership Interests.

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

          http://bankrupt.com/misc/785partners.dkt71.pdf

                      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 Debtor is owned 98.75% by 8 avenue and 48th Street Development
LLC ("8 Avenue").  The remaining membership interests in the
Debtor are held by Esplanade Tower Corporation ("Tower") (the
Debtor's managing member, the holder of a 1% membership
interest, and a wholly-owned subsidiary of 8 Avenue) and Esplanade
8th Avenue LLC (the holder of a passive 0.25% membership
interest).

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.


ACCENTIA BIOPHARMA: Inks Series of Deals to Strengthen Finances
---------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., announced Monday that it has
entered into a series of agreements to strengthen its financial
position, improve its balance sheet and support ongoing biotech
development plans for its immunotherapy pipeline.  The Company has
entered into an agreement to sell the assets of its non-strategic
business unit, Analytica International, Inc., a healthcare
economics consulting firm, for up to $10 million to be paid in a
combination of fixed and contingent payments by the purchaser, LA-
SER Alpha Group Sarl.  Upon the closing of this agreement,
Accentia will sell the consulting business conducted by Analytica,
which the Company does not consider to be critical to its ongoing
biotech development activities.  Additionally, Accentia has
entered into an agreement with its senior secured lender pursuant
to which the Company will, at closing, prepay $4 million in
principal with funds made available by the asset sale and obtain a
one-year extension of all remaining principal and interest
payments from its senior secured lender.  Both agreements are
subject to conditions precedent to closing, expected to occur
prior to year-end.

According to Accentia's President and General Counsel, Samuel S.
Duffey, "These transactions are an important part of our ongoing
strategy to continue to strengthen the Company's financial
position.  I consider these transactions to be both strategic and
timely, as our majority-owned subsidiary, Biovest, prepares for
meetings with U.S. and international regulatory agencies to
discuss the next steps required for potential approval of our
personalized cancer vaccine, BiovaxID(R)."  Biovest has completed
two Phase II clinical trials and a controlled, randomized Phase
III clinical trial of BiovaxID, an autologous active
immunotherapeutic cancer vaccine being developed as consolidation
therapy for the treatment of follicular lymphoma and mantle cell
lymphoma in first remission.

Mr. Duffey continued, "This transaction monetizes a non-core asset
in order to eliminate all short term debt requiring payment in
cash, extending all principal and interest payments to our senior
secured lender into mid-to-late 2013 so that our financial
obligations and resources are better aligned with our planned
biotech development milestones.  Based on a schedule of expected
performance-based milestone payments, we expect to add, non-
dilutively, up to $6 million to support our BiovaxID and Revimmune
development programs.  Importantly, we also secured a pre-paid
credit for future services from Anaytica to support our planning
with regard to pricing and reimbursement strategies."

                About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(OTC QB: "ABPI") is committed to advancing the autoimmune disease
therapy, Revimmune(TM), as a comprehensive system of care and drug
regimen designed for the treatment of autoimmune diseases.
Revimmune therapy includes an ultra-high-dose regimen of Cytoxanr
(cyclophosphamide), exclusively supplied via a strategic agreement
with Baxter Healthcare Corporation.  Clinical trials for Revimmune
are being planned for the treatment of multiple autoimmune
indications.

Accentia holds a majority-ownership stake in Biovest
International, Inc. (OTC QB: "BVTI"), an emerging leader in the
field of active personalized immunotherapies.  In collaboration
with the National Cancer Institute, Biovest has developed a
patient-specific, cancer vaccine, BiovaxID(R), with three clinical
trials completed, including a Phase III study for the treatment of
follicular non-Hodgkin's lymphoma.

Additionally, Accentia's wholly-owned subsidiary, Analytica
International, Inc., based in New York City, is a global research
and strategy consulting firm that provides professional services
to the pharmaceutical and biotechnology industries.  Since 1997,
Analytica has expertly directed research studies and projects,
including traditional health economic modeling projects, database
studies, structured reviews, heath technology assessments,
reimbursement analyses, and value dossiers.

On Nov. 10, 2008, Accentia BioPharmaceuticals, along with its
subsidiaries filed for Chapter 11 protection (Bankr. M.D. Fla.
Lead Case No. 08-17795).  The Company emerged from Chapter 11
protection, and the Plan of Reorganization became effective, on
Nov. 17, 2010.

                          *     *     *

During the nine months ended June 30, 2011, the Company had a net
loss of $12.2 million.  On June 30, 2011, the Company had an
accumulated deficit of approximately $331.2 million and a working
capital deficit of approximately $19.3 million.

The Company's independent registered public accounting firm's
report included a "going concern" uncertainty on the financial
statements for the year ended Sept. 30, 2010, citing significant
losses and working capital deficits at that date, which raised
substantial doubt about the Company's ability to continue as a
going concern.


AEROFLEX INC: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'BB-', one notch higher than the 'B+' corporate credit rating,
to Plainview, N.Y.-based Aeroflex Inc. following the company's
completion of an $800 million senior secured debt refinancing
comprised of a $75 million revolving credit facility and a $725
million term loan B. "We also assigned a recovery rating of '2' to
the new debt, indicating our expectation of substantial (70%-90%)
recovery for lenders in the event of a payment default," S&P said.

The 'B+' corporate credit rating remains unchanged. The outlook is
stable. "We are withdrawing all other existing issue-level and
recovery ratings," S&P related.

"We expect Aeroflex's leverage to continue improving toward the 4x
area over the next four quarters, reflecting our anticipation of
moderately higher revenues and margins, as the company capitalizes
on its recent acquisitions," said Standard & Poor's credit analyst
Joseph Spence.


ALABAMA AIRCRAFT: Court Approves Chapter 7 Conversion
-----------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Alabama Aircraft
Industries -- cut off from using its lenders' cash collateral and
burdened with more than $1 million in unpaid administrative
expenses -- won a Delaware bankruptcy court's order converting its
Chapter 11 case to Chapter 7.

Law360 relates that U.S. Bankruptcy Judge Peter J. Walsh approved
the conversion motion, appointing Charles M. Forman of Forman Holt
Eliades & Ravin LLC to serve as trustee.

The Chapter 7 Trustee may be reached at:

         Charles M. Forman
         80 Route 4 East, Suite 290
         Paramus, New Jersey 07652
         Tel: 201-845-1000
         Fax: 201-845-9112
         E-mail: cforman@formanlaw.com

                       About Alabama Aircraft

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

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

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

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

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.


ALEXANDER GALLO: Court OKs $103-Mil. Sale to HIG Capital
--------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that a New York
bankruptcy judge on Tuesday approved the $103 million sale of
Alexander Gallo Holdings LLC to a unit of HIG Capital LLC.

Law360 relates that Thomas R. Califano of DLA Piper, who
represents the debtor, said the sale was the main objective for
the company in filing for bankruptcy protection and its approval
marks a key step in the case that will allow the debtor to file a
Chapter 11 plan by the end of the week.

                        About Alexander Gallo

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

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

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

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

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


ALLY FINANCIAL: Mulls ResCap Bankruptcy; Taps Kirkland, Evercore
----------------------------------------------------------------
The Wall Street Journal's Dan Fitzpatrick, Mike Spector and Ruth
Simon report that people familiar with the situation said Ally
Financial Inc., the lender that took $17 billion of U.S. aid in
the financial crisis, is considering a bankruptcy-protection
filing for its mortgage-lending unit, Residential Capital LLC.

Sources told the Journal that Ally, formerly GMAC, is being
advised by law firm Kirkland & Ellis and investment bank Evercore
Partners Inc. on a possible restructuring of ResCap, which has
lost $555 million in the past two quarters.  A final decision
hasn't been made on how Ally and ResCap might proceed, the people
said.

According to WSJ, one option under consideration: a so-called
strategic bankruptcy that would aim to limit Ally's exposure to
ResCap and pave the way for an eventual initial public offering of
Ally, 74% of whose shares are owned by the U.S. government.
Walling off the parent from the financial and legal woes of its
subsidiary could make Ally shares an easier sell for public
investors.

Roughly $2.3 billion of ResCap debt is scheduled to come due in
2011, 2012 and 2013.  ResCap has $623 million of cash and cash
equivalents as of Sept. 30, 2011.

Ally, in its regulatory filings in August related to its planned
IPO, said it has a $772 million equity position in ResCap.  Ally
said ResCap ?remains heavily reliant on support from us to meet
its liquidity and capital requirements.?  It also noted that if
ResCap filed for bankruptcy, its investment related to ResCap?s
equity position would likely be reduced to zero.  In a financial
filing earlier in November, Ally said its equity position in
ResCap was $331 million.

The Journal notes a ResCap restructuring could mark the last
chapter for an entity whose losses helped push its former parent,
General Motors Corp., toward its own Chapter 11 bankruptcy filing
two years ago. Ally said it doesn't comment on speculation.

Ally tried to sell ResCap a year ago, but that effort fell apart.

WSJ notes a recent Ally filing warned of "significant risk that
Rescap will not be able to meet its debt service obligations and
other funding obligations in the near term."  According to the
Journal, what Ally's board is currently weighing is whether to cut
off financial support for ResCap, which may force the subsidiary
to declare bankruptcy.

According to WSJ, one person familiar with the discussions at Ally
said separating out Rescap's liabilities may be tricky, but some
at Ally believe such a task would be "cleaner" than a Bank of
America-Countrywide separation would have been.

The two firms operate with separate CEOs, boards and financial
advisers.

ResCap recently brought in a new adviser, Centerview Partners LLP,
to consider its options.  Centerview's new restructuring practice
is led by former Miller Buckfire & Co. bankers Samuel Greene and
Marc Puntus.

According to WSJ, Ally still hopes to go public in order to pay
back the U.S. aid, but some view that as a difficult pitch if the
company can't reassure investors about the extent of ResCap's
mortgage liabilities.

"There's a reputational hazard," said Harvey Miller, a veteran
bankruptcy lawyer at Weil, Gotshal & Manges, WSJ relates. "Once
you put a subsidiary into bankruptcy, people start to wonder: How
safe is the parent? How safe are the other affiliates?"

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at June 30, 2011, showed
$178.88 billion in total assets, $158.46 billion in total
liabilities, and $20.42 billion in total equity.

                         *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


ALROSE KING: Court OKs Farrell Fritz as Bankruptcy Counsel
----------------------------------------------------------
Alrose King David LLC obtained permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Farrell Fritz
P.C. as bankruptcy counsel.

The Debtor asserted that it needs Farrell Fritz to perform these
services:

   a. providing legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b. negotiating, drafting, and pursuing all documentation
      necessary in this case;

   c, preparing on behalf of the Debtor all applications,
      motions, answers, orders, reports, and other legal papers
      necessary to the administration of the Debtor's estate;

   d. appearing in court and protecting the interests of the
      Debtor before the Court;

   a. providing legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b. negotiating, drafting, and pursuing all documentation
      necessary in the case;

   c, preparing on behalf of the Debtor all applications,
      motions, answers, orders, reports, and other legal papers
      necessary to the administration of the Debtor's estate;

   d. appearing in court and protecting the interests of the
      Debtor before the Court;

   e. assisting with any disposition of the Debtor's assets, by
      sale or otherwise;

   f. attending all meetings and negotiating with representatives
      of creditors, the United States Trustee, and other parties-
      in-interest;

   g. providing legal advice regarding bankruptcy, corporate,
      real estate, transactional, tax, and other issues to the
      Debtor; and

   h. performing all other legal services.

The professionals proposed to represent the Debtor and their
current hourly rates are:

      Ted A. Berkowitz (Member)               $650
      Louis A. Scarcella (Member)             $650
      Patrick Collins (Member)                $540
      Robert C. Yan (Associate)               $425
      Darren A. Pascarella (Associate)        $415
      Veronique Urban (Associate)             $375
      Maria M. Siffert (Paralegal)            $270

Other attorneys and paralegals will render services to the Debtor
as needed.  The current hourly rates for the services of other
attorneys and paralegals are:

      Members                         $450 to $650
      Of Counsel                      $375 to $750
      Associates                      $305 to $420
      Paralegals/Law Clerks           S100 to $260

The Debtor will also reimburse Farrell Fritz its necessary out-of
pocket expenses.

Ted A. Berkowitz, Esq., a member of Farrell Fritz, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


ALROSE KING: Files Liquidating Plan; BFSB to Receive Sale Proceeds
------------------------------------------------------------------
Alrose King David LLC has filed a Chapter 1 Plan of Liquidation
that contemplates the sale of the assets of the Debtor, excluding
cash on hand and causes of action, at a public auction on a date
no less than 30 days but no greater than 40 days following the
Effective Date.

The sale proceeds, if any, will be distributed by the Liquidation
Trustee in accordance with the terms of the Plan.

The funds to be utilized to make Cash payments under the Plan have
been and/or will be generated from, among other things, (i) Cash
on hand, (ii) the proceeds of the Sale, (iii) contributions by
Alrose Allegria LLC due on the Effective Date towards the GUC
Distribution Fund, (iii) contributions by Brooklyn Federal Savings
Bank, N.A. (BFSB) towards the payment of Professional Fees Claims
and, if deemed to be the Prevailing Bidder, the payment by BFSB in
full of the Real Property Tax Claims, and (v) the proceeds of the
liquidation of the remaining Estate Assets.

Alrose Allegria LLC is an affiliate of the Debtor and the sponsor
of the Plan.

On the Sale Date, the (a) Debtor will cease all operations and (b)
administration of the Plan will become the general responsibility
of the Liquidation Trustee.

Class            Claim               Status      Voting Rights
-----            -----               ------      -------------
  1     Real Property Tax Claims   Unimpaired   Deemed to Accept
  2     Priority Tax Claims        Unimpaired   Deemed To Accept
  3     BFSB Secured Claim         Impaired     Entitled to Vote
  4     Other Secured Claims       Impaired     Entitled to Vote
  5     General Unsecured Claims   Impaired     Entitled to Vote
  6     Insider Unsecured Claims   Impaired     Entitled to Vote
  7     Membership Interests       Impaired     Deemed To Reject

The allowed BFSB Secured Claim in Class 3 will be paid the
proceeds of the sale of the assets of the Debtor.  To the extent
that BFSB's Credit Bid, if any, is the Prevailing Bid for the Sale
Assets, then BFSB will receive the Sale Assets in full and final
satisfaction of the Allowed BFSB Secured Claim.

Each Holder of an Allowed Other Secured Claims in Class 4 will be
paid by the Liquidation Trustee the amount of his Allowed Other
Secured Claim, in Cash, from the Distribution Fund, provided that
in no event will the Holder of the Allowed Other Secured Claim
receive more than the value of the Collateral securing his Claim.

To the extent that the value of the Collateral securing any
Allowed Other Secured Claim is less than the amount of the Claim,
the undersecured portion will be deemed a Deficiency Claim and
treated as a General Unsecured Claim in Class 5.

After the payment of any Allowed, or reserving in full for all
Disputed, Real Property Tax Claims, BFSB Secured Claim, Other
Secured Claims, Administrative Claims, Professional Fee Claims,
Priority Tax Claims and Priority Claims, each in accordance with
the provisions of the Plan, each Holder of an Allowed Class 5
General Unsecured Claim will receive, in full and final
satisfaction of its claims, its Pro Rata share of proceeds from
the GUC Distribution Fund.  With respect to an Allowed General
Unsecured Claim of BFSB that is a Deficiency Claim, BFSB will be
deemed to have waived its right to receive a distribution on such
Deficiency Claim as of the Sale Date.

As of the Effective Date, all issued and outstanding Membership
Interests in Class 7 will be canceled and no consideration will be
paid or delivered with respect thereto.

A copy of the Debtor's Plan of Liquidation is available for free
at http://bankrupt.com/misc/alroseking.dkt80.pdf

                        About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25,000,000 in assets and
$38,616,617 in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


AMBAC FINANCIAL: Plan Exclusivity Extended Until Feb. 3
-------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended Ambac Financial Group,
Inc.'s exclusive deadline to solicit acceptances for its Second
Amended Plan of Reorganization through February 3, 2012.  The
Plan encompasses a global settlement among major stakeholders in
the Debtor's Chapter 11 case.

The Debtor made the request before the recent November 3, 2011
expiration of the Exclusive Solicitation Period.

Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York, told
Judge Chapman that the Debtor is making good faith progress
towards reorganizing.  The Debtor is soliciting votes on the
Plan, he noted, however, the Plan confirmation hearing on the
Plan will not occur until December 8, 2011.  The delay in
obtaining approval of the Disclosure Statement explaining the
Plan until October 5, 2011, was to accommodate the good faith
negotiation and mediation of a consensual Amended Plan Settlement
which forms the basis of the Second Amended Plan, he reminded the
bankruptcy judge.

More importantly, Mr. Ivanick stated, the main impediment to
confirming the Plan is the adversary proceeding against the
Internal Revenue Service and the Debtor's objection to, and
motion to estimate, the IRS Claims totaling $807 million.
Pursuant to the Plan, the IRS will be unimpaired to the extent
that the IRS Claims are allowed.  Given the size of the IRS
Claims and the treatment which must be afforded to those claims
if they are allowed, a successful resolution of the IRS Claims is
crucial to the effectuation of the Plan and the Amended Plan
Settlement that has taken the Debtor and the major stakeholders
in the Debtor's estate more than a year to negotiate, Mr. Ivanick
emphasized.

In addition, certain issues in the Circuit Court of Dane County,
Wisconsin, with respect to the rehabilitation of Ambac Assurance
Corporation's Segregated Account remain unsettled, Mr. Ivanick
pointed out.  The Office of the Commissioner of Insurance for the
State of Wisconsin, as rehabilitator of the Segregated Account,
is considering substantial amendments to the Rehabilitation Plan,
he disclosed.  Various parties which opposed the Rehabilitation
Plan, including the IRS, have appealed the entry of the
Confirmation Order.  Any and all developments relating to the
Rehabilitation Plan and AAC will impact the Debtor and its
ability to reorganize, he stressed.

Against this backdrop, a further extension of the Exclusive
Solicitation Period will provide the Debtor with sufficient time
to address any unforeseen solicitation issues and move
expeditiously towards plan confirmation, Mr. Ivanick reasoned.
He said the Debtor is continuing to negotiate with the IRS.
If necessary, the Debtor will amend the Plan as appropriate to
ensure that the Bankruptcy Court may confirm the Plan, he told
Judge Chapman.  He assured the Bankruptcy Court that the Debtor
has been paying, and will continue to pay, its postpetition debts
as they become due.

In an accompanying declaration, C.J. Brown, a managing director
of Blackstone Advisory Partners L.P., relates that if the Debtor
emerges by December 31, 2011, it should have sufficient liquidity
to operate through emergence and be left with $49.2 million in
cash based on the Company's latest liquidity forecast as of
October 14, 2011, and assuming a monthly burn of approximately
$2.5 million to $4.5 million while in bankruptcy.  Given the
future cash inflows from AAC for expense reimbursement pursuant
to the Amended Plan Settlement match the expected annual
operating expenses post-emergence of $5 million, the Company's
liquidation position is expected to remain sufficient for at
least the next five years, he states.

                        *     *     *

Judge Chapman entered the extension order on November 7, 2011,
after a certificate of no objection to the Debtor's Motion was
served.

In accordance with the amended case management order and
administrative procedures, the Debtor asked the Court to enter
the proposed order granting the Solicitation Extension Motion
without hearing.  Accordingly, the hearing scheduled for
November 7, 2011 to consider the Debtor's Motion was cancelled.

The November 7 order will be without prejudice to the Debtor's
right to seek and obtain additional extensions from the Court of
the Exclusive Solicitation Period, Judge Chapman ruled.

                     About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Rehabilitator Proposes to Proceed With AFG Deals
-----------------------------------------------------------------
The Office of the Insurance Commissioner for the State of
Wisconsin, as rehabilitator of the Segregated Account of Ambac
Assurance Corporation, seeks permission from Judge William J.
Johnston of the Circuit Court for Dane County, in Wisconsin, to
proceed in accordance with the terms and conditions of several
related agreements among Ambac Financial Group, Inc., AAC, the
OCI, the Rehabilitator, and the Official Committee of Unsecured
Creditors.

Starting in July 2011, various combinations of the Rehabilitator,
AAC, AFG, the Creditors' Committee, and the Internal Revenue
Service have been involved in a series of mediation sessions to
try to narrow or resolve various actual and potential disputes
among them.  The Parties' disputes with the IRS are not fully
resolved but settlement discussions are ongoing.

The Parties, with the exception of the IRS, however, resolved the
disputes among themselves and that resolution is memorialized in
a mediation agreement entered on September 21, 2011.  Pursuant to
the Mediation Agreement, the Parties agreed that certain of them
would enter into three related contracts, namely: (1) an Expense
Sharing and Cost Allocation Agreement; (2) an Amended and
Restated Tax Sharing Agreement; and (3) Amendment No. 1 to
Cooperation Agreement.

The "AFG Agreements" essentially:

(1) give AAC and the Segregated Account the right to use up to
     $3.8 billion of existing net operating losses or NOLs and
     all NOLs that AAC may generate in the future;

(2) require AFG to take steps to avoid a "deconsolidation" of
     AAC from AFG for federal tax purposes that would otherwise
     result in a loss of NOLs to AAC;

(3) permit AAC to retain the Tax Refunds, including the $38.4
     million that were not subject to a Segregated Account
     allocation; and

(4) release the OCI, the Rehabilitator, AAC and the Segregated
     Account from all potential legal claims by AFG and the
     Creditors' Committee in exchange for certain cash payments
     to AFG in order to help it reorganize.

The AFG Agreements are not effective absent approval by the
Wisconsin Circuit Court and the U.S. Bankruptcy Court for the
Southern District of New York.  On September 21, 2011, AFG filed
with the Bankruptcy Court its First Amended Plan of
Reorganization and Disclosure Statement, which incorporated the
Mediation Agreement.  On September 30, 2011, AFG filed its Second
Amended Plan of Reorganization with the Bankruptcy Court.  AFG
also submitted to the Bankruptcy Court, among other things, the
other AFG Agreements.  On October 5, 2011, the Bankruptcy Court
approved the Disclosure Statement and scheduled for December 8,
2011, a hearing to consider AFG's Plan and the approval of the
AFG Agreements.

The AFG Agreements are contingent on the resolution of the IRS
Dispute, either by a consensual court-approved settlement with
the IRS or by a final court judgment that does not require AFG or
it affiliates to pay the IRS more than $100 million or reduce the
NOLs available to AAC and the Segregated Account by more than
10%.

Michael B. Van Sicklen, Esq., at Foley & Lardner LLP, in Madison,
Wisconsin -- mvansicklen@foley.com -- asserts that cause exists
to allow the Rehabilitator to proceed with the AFG Agreements.
For one, the AFG Agreements preserve billions of dollars of NOLs
at minimal upfront cost to AAC, he says.  AAC will compensate AFG
for the NOLs on an as-needed, pay-as-you-go basis under the
tolling schedule.  If AAC needs the NOLs, they could be crucial
to increasing the claims-paying resources for the Segregated
Account and AFG, he stresses.  Moreover, AAC's cash payments to
AFG under the AFG Agreements will increase the chances of AFG's
long-term viability, which is beneficial to AAC, he points out.
Without financial support provided by AAC, AFG would likely be
forced into liquidation, which would result in deconsolidation of
AAC from AFG and the loss of all existing NOLs, he emphasizes.

The releases provided by AFG and the Creditors' Committee also
eliminate the potential of costly and distracting litigation with
uncertain outcomes that would have burdened and delayed the
rehabilitation, according to Mr. Sicklen.  "The AFG Agreements
give the Rehabilitator greater control over the prosecution of
the IRS Dispute as well as negotiations with the IRS about
possible settlement, which will help the Rehabilitator preserve
the Tax Refunds and NOLs for the benefit of policyholders.  More
importantly, resolving disputes with AFG and the Creditors'
Committee will allow the Rehabilitator to stay focused on the
primary task of rehabilitating the Segregated Account and
protecting policyholders."

The Circuit Court will consider the Rehabilitator's Motion on
November 10, 2011.

                     About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Getting Close to Deal With IRS on Claims
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Ambac Financial
Group Inc. is getting closer to striking a deal with the Internal
Revenue Service, which has served it with a tax bill that could
potentially topple the bond insurer's prospects for
reorganization.

At a hearing held on October 26, 2011, the Debtor told Judge
Chapman of the U.S. Bankruptcy Court for the Southern District of
New York that it hoped to reach an agreement by early November
with the IRS over tax liabilities, including the IRS' claims,
each asserting $807 million, according to Hilary Russ of
www.law360.com in a separate report.

"While we have made lots of progress, we don't have a deal,"
counsel to AFG, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP,
in New York, told the bankruptcy judge at the hearing,
www.law360.com relayed.

The core of the dispute between the Debtor and the IRS is whether
the impairment losses incurred on as "pay-as-you-go" credit
default swap contracts by subsidiaries of the Debtor after 2004,
which generated net operating losses or NOLs, were properly
determined by the Debtor.

In its request to estimate the IRS claims, the Debtor stressed
that the dispute with the tax agency is a "critical uncertainty
creating an impediment to confirmation by the Debtor of a
feasible Chapter 11 reorganization plan."

                     About Ambac Financial

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

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

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

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

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

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

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

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

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


ARK DEVELOPMENT: Case Dismissed; BB&T to Complete Foreclosure
-------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida dismissed the Chapter 11 case of Ark
Development/Oceanview, LLC.

The Court also ordered that:

   -- the Debtor pay the U.S. Trustee the appropriate sum
   required, and provide the U.S. Trustee appropriate affidavit
   indicating the cash disbursements for the relevant period since
   the period reported on the last debtor-in-possession report
   filed by the Debtor;

   -- Branch Banking and Trust Co. will proceed and conclude its
   foreclosure proceeding against the Debtor pursuant to an
   ordered entered on Aug. 31, 2011; and

   -- all pending motions are denied as moot.

                       About Ark Development

Ark Development/Oceanview LLC owns three pieces luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  All
three properties are in the final stages of the construction
process.  The Debtor estimates that the value of each property is
roughly $4 million.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  The Debtor disclosed $12,017,522 in
assets and $11,794,591 in liabilities as of the Chapter 11 filing.


ARKANOVA ENERGY: Enters Into Note Purchase Agreement with Aton
--------------------------------------------------------------
Arkanova Energy Corporation's wholly owned subsidiary, Arkanova
Acquisition Corporation, entered into a Conversion and Loan
Modification Agreement and a Note Purchase Agreement with Aton
Select Funds Limited which were effective as of Oct. 1, 2011, and
pursuant to which Aton agreed to:

    (i) convert $6,000,000 of the remaining principal balance
        of the Promissory Note that Acquisition issued to Aton on
        Oct. 1, 2009, into a 10% working interest in the oil and
        gas leases comprising the Company's Two Medicine Cut Bank
        Sand Unit in Pondera and Glacier Counties, Montana;

   (ii) loan Acquisition an additional $1,000,000; and

  (iii) consolidate the remaining post-conversion outstanding
        principal balance under the 2009 Note and the Additional
        Loan Amount into one new promissory note in the principal
        amount of $7,000,000.

The 2011 Note bears interest at the rate of 6% per annum, is due
and payable on Sept. 30, 2012, and, as was the case with the 2009
Note, is secured by a pledge of all of Acquisition's interest in
its wholly owned subsidiary, Provident Energy Associates of
Montana, LLC.  Interest on the 2011 Note is payable 10 days after
maturity in shares of the Company's common stock.  The number of
shares of the Company's common stock payable as interest on the
promissory note will be determined by dividing $420,000 by the
average stock price for the Company's common stock over the 15
business day period immediately preceding the date on which the
2011 Note matures.  Acquisition's obligations under the 2011 Note
are guaranteed by the Company pursuant to a Guaranty Agreement
dated as of Oct. 1, 2011.

                        About Arkanova Energy

The Woodlands, Tex.-based Arkanova Energy Corporation is currently
participating in oil and gas exploration activities in Arkansas,
Colorado and Montana.  All of Arkanova's oil and gas properties
are located in the United States.

The Company's balance sheet at June 30, 2011, showed $2.49 million
in total assets, $13.59 million in total liabilities, and a
$11.10 million total stockholders' deficit.

As reported in the Troubled Company Reporter on Jan. 17, 2011,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
Arkanova Energy's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has incurred losses since inception.


ASSURANT INC: S&P Assigns 'BB+' Preferred Stock Rating to Shelf
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
senior debt, 'BBB-' subordinated debt, and 'BB+' preferred stock
ratings to Assurant Inc.'s (NYSE:AIZ) universal shelf filed with
the SEC.  This shelf replaces the expiring shelf from Nov. 6, 2008
and has an undesignated notional amount.

The 'BBB/A-2' counterparty credit rating on Assurant Inc. reflects
the group's leading niche positions in several specialty insurance
businesses and its strong and diverse earnings sources through
multiple operating entities, large distribution partners, and fee-
based businesses. Strong capital adequacy and strong financial
flexibility with strong leverage and coverage metrics also support
the rating. Assurant Health's continued weak operating
performance, the lingering negative effects of the continued slow
economic recovery on premium volumes and profit margins, and high
exposure to litigation and insurance regulation risks offset the
strengths.

"Our 'BBB' counterparty credit rating on Assurant Inc. is two
notches below the 'A-' financial strength ratings on Assurant
Inc.'s core and strategically important subsidiaries. This is less
than the standard three-notch difference to reflect the diverse
sources of holding-company income, with operating-company
dividends coming from multiple legal entities domiciled in
different states. The notching also reflects Assurant's earnings
from varied insurance business segments that appear to have
limited covariance in exposure to various economic influences and
business cycles. However, we believe the contributions from
international operations are not yet meaningful," S&P related.

"We consider Assurant's financial flexibility strong with modest
financial leverage and strong coverage metrics. As of Sept. 30,
2011, GAAP financial leverage was about 18% and fixed-charge
coverage (adjusted for operating leases and intangible assets)
remained strong at 8.9x despite significant catastrophe losses.
The universal shelf program is intended for general corporate
purposes," S&P related.

Ratings List
Assurant Inc.
Counterparty Credit Rating
  Local Currency                        BBB/Positive/A-2

Preliminary Ratings Assigned
Assurant Inc.
Preliminary Senior Debt                BBB
Preliminary Subordinated Debt          BBB-
Preliminary Preferred Stock            BB+


AVANTAIR INC: Eight Directors Elected at Annual Meeting
-------------------------------------------------------
Avantar, Inc., held its annual meeting of shareholders on Nov. 3,
2011.  At the meeting, eight individuals were elected to serve on
the Board until the next meeting and until a successor has been
elected and qualified, or until his or her earlier death,
resignation or removal, namely:

   (1) A. Clinton Allen;
   (2) Stephanie Cuskley;
   (3) Richard B. DeWolfe;
   (4) Arthur H. Goldberg;
   (5) Barry J. Gordon;
   (6) Robert Lepofsky;
   (7) Steven Santo; and
   (8) Lorne Weil.

The proposal by management to ratify the appointment of J.H. Cohn
LLP as the Company's independent registered public accounting firm
for fiscal year ending June 30, 2012, was approved.

At the previous annual meeting on Jan. 19, 2011, the stockholders
approved an amendment to the Company's Amended and Restated
Certificate of Incorporation to authorize the Board of Directors,
at its discretion to, until the next Annual Meeting, (a) effect a
reverse stock split of the Company's common stock at a reverse
split ratio of between 1-for-2 and 1-for-5, which ratio will be
selected at the discretion of the Board of Directors, and (b)
decrease the number of authorized shares of the Company's common
stock on a basis proportional to the reverse split ratio approved
by the Board of Directors.  To date, the Board of Directors has
not effected such a reverse stock split.  Therefore, the Board of
Directors proposed that the Company's stockholders again approve
the reverse stock split within the same parameters previously
approved by the Company's stockholders, except that the Board of
Director's authorization to undertake such a reverse stock split
will be extended to the Company's next Annual Meeting.  This
proposal to reapprove an amendment to the Company's Amended and
Restated Certificate of Incorporation was approved.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company also reported a net loss of $10.77 million on
$33.32 million of revenue for the year ended June 30, 2011,
compared with a net loss of $3.96 million on $43.75 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$110.93 million in total assets, $140.24 million in total
liabilities, $14.70 million in Series A convertible preferred
stock, and a $44.01 million stockholders' deficit.


BAKERS FOOTWEAR: Reports $40.2 Million Net Sales in 3rd Quarter
---------------------------------------------------------------
Bakers Footwear Group, Inc., reported net sales for the third
quarter and first nine months of fiscal 2011 ended Oct. 29, 2011.

For the third quarter, the thirteen weeks ended Oct. 29, 2011, net
sales were $40.2 million, decreasing 0.9% from $40.6 million for
the thirteen weeks ended Oct. 30, 2010.  Comparable store sales
for the third quarter of fiscal 2011 increased 1.0%, compared to a
comparable store sales increase of 5.9% for the third quarter of
fiscal 2010.

For the first nine months of fiscal 2011 ended Oct. 29, 2011, net
sales were $131.5 million, increasing 3.2% from $127.4 million in
the first nine months ended Oct. 30, 2010.  Comparable store sales
for the first nine months of fiscal 2011 increased 5.1%, compared
to an increase of 1.3% in the first nine months of fiscal 2010.

Peter Edison, Chairman and Chief Executive Officer of Bakers
Footwear Group commented, "Our third quarter comparable store
sales increased 1% with strong early fall selling in September
mitigated by unseasonably warm weather in October.  We remain
confident that we have identified the right fashion across our
footwear categories and believe our inventory is well positioned
as we enter the holiday season."

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $9.29 million on
$185.62 million of net sales for the fiscal year ended Jan. 29,
2011, compared with a net loss of $9.08 million on $185.36 million
of net sales for the year ended Jan. 30, 2010.

The Company's balance sheet at July 30, 2011, showed
$45.18 million in total assets, $55.09 million in total
liabilities and a $9.90 million total shareholders' deficit.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                         Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BANKUNITED FINANCIAL: Committee Files Amended Disclosure Statement
------------------------------------------------------------------
BankruptcyData.com reports that BankUnited Financial's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a First Amended Disclosure Statement related to the Second
Amended Joint Plan of Liquidation (dated June 15, 2011) for the
Company.

The Plan provides for the monetization and distribution of the
assets of the Debtors for the benefit of Holders of Allowed
Claims. These assets will be distributed to Holders of Allowed
Claims on or after the Effective Date of the Plan. In order to
effectuate the Distributions, the Plan provides that all of the
assets of the Debtors' Estates (including Causes of Action not
expressly released under the Plan) shall vest in Liquidating
BankUnited.  Liquidating BankUnited shall continue in operation in
order to monetize the remaining assets, continue remaining
litigation with the Federal Deposit Insurance Corporation, in its
capacity as receiver for the Bank, and potentially pursue
litigation against other parties, and make distributions under the
Plan.  A Plan Administrator will be appointed on the Effective
Date of the Plan and will be responsible for implementing the
Plan, subject to the oversight of the Plan Committee.

As reported by the Troubled Company Reporter on Oct. 25, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
although the creditors' committee landed a partial settlement with
the Federal Deposit Insurance Corp. sufficient to file a
reorganization plan and disclosure statement, what it lacks is
equity financing to confirm and implement the plan.  Bloomberg
reported that BankUnited said talks on an equity infusion ended
with one potential investor described as a "Fortune 500 company."
Talks continue with what BankUnited described as a "multinational
financial institution."  BankUnited said that the potential
investor to drop out did so for "internal reasons."

Currently, there is a hearing on the Nov. 21 calendar for approval
of the disclosure statement.

                     About BankUnited Financial

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

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

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

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


BEAR MOUNTAIN: Wants to Obtain North Cascade Loan to Cure Defaults
------------------------------------------------------------------
Bear Mountain Ranch Holdings, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of Washington for authorization to obtain
secured credit from North Cascade National Bank that would be
disbursed to cure defaults under a certain promissory note.

The promissory note was executed by Scofield Corporation in favor
of GBI Holdings, LLC, as payee, and secured by a deed of trust
against certain real property owned by Scofield Corporation, and
commonly known as the Boathouse Parcel.

The Debtor relates that the promissory note is in default, and a
non-judicial deed of trust foreclosure is pending, with a
Trustee's sale that was set for Nov. 4, 2011, and is continued to
Nov. 18, 2011.  The amount necessary to cure the defaults as of
Nov. 7, 2011 is estimated to be $58,920.

The Debtor explains that the Boathouse Parcel serves as the access
point for a water distribution system that is the sole source of
irrigation water to the orchard operations of BMRH, well as the
sole source of irrigation water to the golf course that is owned
and operated by Bear Mountain Ranch Golf Course, LLC, and the
residence and adjoining property owned and occupied by Jerry
Scofield and Mary Pat Scofield.  Overall, the Water System
provides 75 million gallons of irrigation water per year to these
users.  The Boathouse Parcel and the Water System provide an
indispensable source of water to BMRH that would be lost at the
Trustee's Sale.

The Debtor relates that the loan will be secured by these
collateral:

    1) a first position Deed of Trust on approximately three and
    one-half acres of real property owned by BMRH commonly known
    as the Vineyard Parcel; and

    2) a first position Deed of Trust on approximately three acres
    of real property owned by Bear Mountain Ranch, Inc.

The cure loan would mature on the earlier to occur of: (1) the
closing of the sale of the Golf Course; (2) the sale of the
Boathouse Parcel or the NCNB Orchard Property; or (3) 60 days from
the disbursement of the cure loan.  The Debtor adds that the
interest of NCNB is adequately protected for the advance of the
cure loan by the collateral.

The cure loan would be repayable with interest at 4.5% per annum.
Further, the funding of the cure loan would be contingent on
the recording of an easement, satisfactory to NCNB and BMRH,
relating to the continued use of the Boathouse Property as the
access point to the Water System, and for continued access to the
Boathouse Property for repair and maintenance of pumps, equipment,
distribution lines, and related matters.

                About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. -- cnickerl@dbm-law.net --  at Davidson Backman
Medeiros PLLC, serves as the Debtor's counsel.  The Debtor
disclosed $13,005,047 in assets and $4,439,811 in liabilities as
of the Chapter 11 filing.

Robert D. Miller Jr., U.S. Trustee informed the Court that he is
not appointing an official committee of unsecured creditors in the
Debtor's bankruptcy case due to the lack of entities eligible to
serve on the unsecured creditors' committee.


BERNARD L. MADOFF: SEC to Redo Vote on Formula to Compute Claims
----------------------------------------------------------------
Andrew Ackerman, writing for The Wall Street Journal, reports that
the Securities and Exchange Commission plans to redo its 2009 vote
on the formula it believes the trustee handling the Bernard L.
Madoff case should use to determine compensation for victims.  The
commission voted to back a method supported by former SEC attorney
David Becker that would calculate victims' claims based on the
money they invested minus their withdrawals, and to adjust for
inflation.  The Journal says SEC Inspector General David Kotz
recommended a revote to ensure that there is no "possible bias or
taint."

Mr. Becker and his two brothers were heirs to their mother's 2004
estate, which included about $2 million that had been invested
with the Madoff firm.  In the fall of 2009, Mr. Becker advised the
commission on how Mr. Madoff's victims should be compensated,
favoring a "constant-dollar approach" that would essentially take
into account inflation when calculating victims' claims. Though
the commission voted in favor of that method, it hasn't yet been
implemented.  SEC Chairman Mary Schapiro has said the SEC would
act on Mr. Kotz's recommendation that the SEC redo a vote on
victims' compensation methods.

In his defense, Mr. Becker has said he informed Ms. Schapiro and
other top agency officials about his tie to the Madoff case. He
also received clearance from the SEC's former ethics counsel to
work on Madoff matters.

Federal prosecutors last week informed a lawyer for Mr. Becker --
William Baker, a partner at Latham & Watkins LLP -- that they
don't intend to open an investigation into whether he violated
conflict-of-interest laws.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BERNARD L. MADOFF: Trustee Fends Off Rehearing on Claim Appeal
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC moved one step closer to making another
distribution to customers when the U.S. Court of Appeals in
Manhattan denied a motion for rehearing on the ruling from
August upholding the trustee's method for calculating customers'
claims.

Mr. Rochelle recounts that three customers who lost in August
filed a request in early September that the case be reargued
before all active judges on the circuit court, not just the three
judges who ruled originally on the appeal.  The three judges
agreed with the bankruptcy court and ruled that customers' account
statements must be ignored when calculating claims.

Mr. Rochelle discloses that since the Madoff firm was a fraud and
no securities were ever purchased with customers' investments, the
three-judge panel said that a customer's claim, if any, must
represent the difference between the amount of cash investments
over the years, less the total taken out.

The report notes that the request for rehearing by all judges on
the Second Circuit has been preventing the trustee from
distributing some of the more than $8 billion cash he is holding.
In making the one distribution of $312 million in October, the
trustee was required to assume he would lose in the Second
Circuit.

The customers' appeal is In re Bernard L. Madoff Investment
Securities, 10-2378, U.S. Court of Appeals for the Second
Circuit (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BERNARD L. MADOFF: Trustee Now Seeking $226MM From Family Members
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the trustee
liquidating Bernard L. Madoff's investment firm upped the stakes
of his New York bankruptcy court clawback suit against the
convicted con man's family on Monday, increasing the damages
sought to $226.4 million.

According to Law360, trustee Irving Picard originally filed the
suit in October 2009, seeking then to avoid and recover more than
$198 million in allegedly improper transfers made to Mr. Madoff's
sons Mark and Andrew, his brother Peter, and Peter's daughter
Shana.

As reported in the Troubled Company Reporter on Oct. 26, 2011,
Andrew Madoff, a son of the jailed fraudster, is appealing a
ruling by the bankruptcy judge on Sept. 22 refusing to dismiss the
$198 million lawsuit against Madoff family members.  Andrew
contended the opinion by U.S. Bankruptcy Judge Burton R. Lifland
expanded liability for officers of brokerage firms.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BERNARD L. MADOFF: Investors File $19BB Class Suit v. JPMorgan
--------------------------------------------------------------
Two former Madoff investors filed a proposed class action against
JPMorgan Chase & Co. seeking to recover $19 billion from the bank
for allegedly enabling Bernard L. Madoff's ponzi scheme.  Reuters
said the investors claim JPMorgan -- Mr. Madoff's bank for 20
years -- was complicit in hiding the ponzi scheme because it
ignored evidence showing that money was moving between Mr. Madoff
and his investors and not to his purported investment schemes.

                        About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

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


BIG DRIVE CATTLE: Farm Credit Services Suit Goes to Bankr. Court
----------------------------------------------------------------
District Judge Laurie Smith Camp referred to the U.S. Bankruptcy
Court in Nebraska the lawsuit, FARM CREDIT SERVICES OF AMERICA,
PCA, a federally chartered instrumentality of the United States,
and FARM CREDIT SERVICES OF AMERICA, FLCA, a federally chartered
instrumentality of the United States, v. BRAD HAUN, MICHELLE HAUN,
CECIL D. HAUN, CAROLE L. HAUN, JOSEPH H. PAGE, FRANCES K. PAGE,
CAROL KNISELY, and SHIRLEY KNISELY, each individuals, Case No.
8:11CV320 (D. Neb.).  Plaintiffs are seeking to recover from all
of the Defendants by virtue of them "each individually or through
revocable trusts . . . control[ling] the owners and members of Big
Drive Cattle, LLC."  In her Nov. 7, 2011 Order, available at
http://is.gd/0rLtzefrom Leagle.com, Judge Camp confirmed through
the PACER Service Center that Big Drive Cattle LLC filed Chapter
11 bankruptcy (Bankr. D. Neb. Case No. 11-42415) on Sept. 9, 2011.

Based in Cedar Rapids, Nebraska, Big Drive Cattle L.L.C. is
represented in the bankruptcy case by Patrick Raymond Turner, Esq.
-- patrick.turner@huschblackwell.com -- at Husch Blackwell Sanders
LLP.  It estimated $1 million to $10 million in both assets and
debts.  The petition was signed by Cecil Don Haun, managing
member.


BION ENVIRONMENTAL: Closes Series B and C Conversion Offer
----------------------------------------------------------
Bion Environmental Technologies, Inc., announced that on Oct. 31,
2011, it held the final closing of the conversion offering for its
Series B and Series C Convertible Preferred shares.

Holders of the Company's Series C Convertible Preferred Stock
converted 31,850 shares (plus accrued dividends of $79,625), in
aggregate, into 1,088,238 restricted common shares of the
Company's common stock at a conversion price of $3.00 a share.

Holders of the Company's Series B Convertible Preferred Stock
converted 27,220 shares (plus accrued dividends of $68,050), in
aggregate, into 1,395,031 restricted common shares of the
Company's common stock at a conversion price of $2.00 a share and
received 139,530 warrants to purchase the Company's common shares
at $3.10 through Dec. 31, 2014.

In connection with these conversions the Company paid commissions
totaling $22,355 and issued 238,982 warrants to FINRA broker
dealers who assisted in the conversions.

As of Nov. 3, 2011, 450 shares of the Company's Series B
Convertible Preferred Stock remain outstanding (held by two
shareholders) and 300 shares of the Company's Series C Convertible
Preferred Stock remain outstanding (held by one shareholder).
Note: final Series B & C totals account for one Series B investor
that converted 500 (Series B) shares prior to the conversion
offering.

Craig Scott, Bion's Vice President-Capital Markets, stated, "We
are very pleased to have received over 98% participation in the
Series B & C conversion offerings.  This is a critical step in our
efforts to uplist Bion to a national exchange."

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

The Company reported a net loss of $6.99 million on $0 of revenue
for the year ended June 30, 2011, compared with a net loss of
$2.97 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $9.02 million
in total assets, $8.94 million in total liabilities, $2.52 million
in Series B Redeemable Convertible Preferred stock, and a $2.44
million total deficit.

GHP Horwath, PC, in Denver, Colorado, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
revenue and has suffered recurring losses from operations.


BIOZONE PHARMACEUTICALS: Defaults on $2.25-Mil. Promissory Notes
----------------------------------------------------------------
BioZone Pharmaceuticals, Inc., as of Oct. 29, 2011, is in default
with respect to eleven senior secured convertible promissory notes
issued to various accredited investors with an aggregate principal
amount of $2,250,000 due to the fact that the Company has not paid
the amount due on maturity.

Pursuant to the Extension Agreement, which is dated as of Oct. 19,
2011, but was executed on Oct. 28, 2011, the maturity date of the
Notes was extended from Sept. 28, 2011 to Oct. 29, 2011.  The
Company is required to repay the Notes plus accrued and unpaid
interest on the New Maturity Date.  Each outstanding Note will
continue to bear interest at the rate of 10% per year until paid
in full or converted as provided in the Notes.  As consideration
for the agreement by the Investors to enter into the Extension
Agreement, the Company (i) issued to the Investors an aggregate of
112,500 shares of its common stock, par value $0.001 per share,
equal to that number of shares of common stock determined by (x)
multiplying the principal amount of each Investor's Note by 5% (y)
divided by $1.00, rounded up to the next whole share and (ii) paid
to the Investors an aggregate of $135,000, or 1% of the aggregate
principal amount of the outstanding Notes, pro rata to each
Investor based on each Investor's respective investment in the
Notes, as additional interest for the period beginning on Feb. 28,
2011, and ending on March 28, 2011.  The 112,500 shares were
issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended, and Rule
506 promulgated by the SEC thereunder.  The Company agreed to
provide piggyback registration rights with respect to the 112,500
shares on the same terms and conditions provided for the
registrable securities in the Registration Rights Agreement.

The Company has agreed that if it fails to repay the Notes on or
before the New Maturity Date, then the Company will, in addition
to the interest due under the Notes pursuant to the Purchase
Agreement, pay an additional 2% (annualized) for each 30 day
period all or any portion of the principal, delay penalties or
accrued interest remain unpaid, subject to a maximum aggregate
interest rate of 20% (the sum of the 10% interest rate plus 2% for
each 30 day delay period), with such 2% being calculated on the
full principal amount regardless of whether any portion thereof
has been repaid by the Company and such full amount accruing as of
the day following the New Maturity Date and then upon each 30 day
anniversary of the New Maturity Date.

Upon the consummation by the Company of a private placement of
common stock with gross proceeds to the Company of at least
$8,000,000, the Company agreed that each Investor will elect, at
its sole option, either to (i) convert all of the principal amount
then outstanding, plus all accrued and unpaid interest thereon,
into the PIPE Securities at a price per share or unit, as the case
may be, equal to 80% of the price per share or unit sold in the
PIPE Offering or (ii) require the Company to repay the principal
amount then outstanding plus all accrued and unpaid interest on
such Investor's Note in cash.  The Company will have the right to
prepay the Notes prior to the New Maturity Date, except in
connection with a PIPE Offering, in which case each Investor will
have the option to convert or redeem the principal amount.  Until
the one year anniversary of the PIPE Offering, the Investors will
retain the right to purchase up to 100% of all debt or equity
financings offered by the Company or any of its subsidiaries.
Subject to the terms and conditions of the Extension Agreement,
the Investors waived all prior and currently existing Events of
Default with respect to the Notes.  In addition, the Investors
waived their right to participate in (i) the $500,000 unsecured
debt financing consummated by the Company on Sept. 22, 2011, and
(ii) a proposed sale by the Company of up to 500,000 shares of
common stock at a purchase price of $1.00 per share.

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

                        http://is.gd/EUg17R

                           About Biozone

Biozone Pharmaceuticals, Inc. (formerly, International Surf
resorts, Inc.) was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

The Company's balance sheet at June 30, 2011, showed $11.1 million
in total assets, $10.7 million in total liabilities, and
stockholders' equity of $366,000.


BORDERS GROUP: George Harrison Guitar Sold at Auction
-----------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that liquidators of Borders Group Inc. sold a guitar
donated by former Beatles guitarist George Harrison.  According to
DBR, news Web site AnnArbor.com said Jim Shaw, a consultant who?s
working on liquidating the rest of Borders' corporate property,
wouldn?t say how much the guitar sold for.  According to a cached
eBay listing from October, bidding for the guitar (which was
manufactured in Mexico in 2000 to 2001) started at $500.

DBR relates the eBay listing noted that Mr. Harrison donated the a
signed Fender Stratocaster shortly before he died.  According to
former Borders employees, Mr. Harrison gave Borders the guitar as
a thank you for supporting one of his reissued albums.

As reported by the Troubled Company Reporter on Nov. 4, 2011,
Borders has filed a revised liquidating Chapter 11 plan in
anticipation of a Nov. 10 hearing for approval of an explanatory
disclosure statement.  Unsecured creditors with $812 million to
$850 million in claims are projected to recover from 4% to 10%.

                       About Borders Group

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

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

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

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

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

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

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

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


BRIGHAM EXPLORATION: Faces Complaint Over Fargo Purchase Offer
--------------------------------------------------------------
A fifth putative class action was filed in District Court in
Travis County, Texas, purportedly on behalf of a class of
stockholders of Brigham: Schwimmer v. Brigham Exploration Company
et al., Case No. D-1-GN-11-003317.  The Schwimmer Complaint names
as defendants Brigham, certain of its officers and directors,
Statoil ASA and Fargo Acquisition Inc.  The Schwimmer Complaint
seeks certification of a class of Brigham stockholders and
generally alleges breach of fiduciary duties by Brigham's officers
and directors.  Specifically, it challenges (1) the valuation of
Brigham as a company, (2) certain terms of the Merger Agreement
(including the No Solicitation provision, the Termination Fee, the
timing of the Tender Offer and others), and (3) the process by
which Statoil's offer was evaluated and approved, including the
alleged failure to adequately conduct an appropriate sale process.
The Schwimmer Complaint also alleges that Statoil or Purchaser
aided and abetted the purported breaches of fiduciary duties by
Brigham's directors.  The Schwimmer Complaint seeks, among other
relief, an injunction prohibiting the transactions contemplated by
the Merger Agreement, the imposition of a constructive trust in
favor of the plaintiffs and the members of the proposed class
action upon any benefits improperly received by defendants as a
result of their alleged wrongful conduct and costs and
disbursements of the action, including reasonable attorneys' fees
and experts' fees.  Statoil and Purchaser believe the Schwimmer
Complaint is without merit and intend to defend themselves
vigorously.

On Oct. 31, 2011, the plaintiffs in the The Edward J. Goodman Life
Income Trust v. Brigham Exploration Co. et.al., Cause No. 6969 in
the Delaware Court of Chancery, filed an Amended Verified Class
Action Complaint.  The Amended Goodman Complaint continues to
challenge the valuation of Brigham, the negotiation process, and
the terms if the Merger Agreement.  It also alleges that the
Solicitation/Recommendation Statement on Schedule 14D-9 does not
provide a full and fair account of the negotiation process or the
work undertaken by Jefferies in issuing its fairness opinion.  The
Amended Goodman Complaint still asserts claims for breach of
fiduciary duty against the Brigham directors and a claim for
aiding and abetting the breaches against Statoil and Purchaser.
Based on a proposed order being submitted to the court, the
Amended Goodman Complaint would be designated as the operative
complaint in the Delaware actions.  Statoil and Purchaser continue
to believe this action is without merit and intend to defend
themselves vigorously.

                     About Brigham Exploration

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

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

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

                         *     *     *

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


CASCADE BANCORP: Delap LLP Declines to Stand for Reappointment
--------------------------------------------------------------
Cascade Bancorp's Audit and Enterprise Risk Management Committee
asked for proposals from various independent registered public
accounting firms to serve as the Company's independent auditing
firm for fiscal 2012.  Responses to the RFP were due on Oct. 31,
2011.  On October 31, Delap LLP advised Company's that it would
not submit a response to the RFP, thereby declining to stand for
reappointment as the Company's independent auditing firm following
completion of the audit of the 2011 financial statements.  Delap
did provide the Company with a proposal to provide certain non-
audit services in the future.  The Company also received responses
to the RFP from five independent registered public accounting
firms.  The Company's Audit and Enterprise Risk Management
Committee is reviewing the responses to the RFP and intends to
appoint a successor in the near future.

During the two preceding fiscal years and the interim period from
Jan. 1, 2011, through Oct. 31, 2011, there were no disagreements
on any matters of accounting principles or practices, financial
statement disclosures or auditing scope or procedures between
Delap LLP and Registrant which, if not resolved to the
satisfaction of Delap LLP, would have caused Delap LLP to make
reference to the subject matter of the disagreement in its
reports.  The opinion of Delap LLP on the Company's consolidated
financial statements as of and for the year ended Dec. 31, 2010,
did not contain an adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope or
accounting principles.  The opinion of Delap LLP on the Company's
consolidated financial statements as of and for the year ended
Dec. 31, 2009, contained a separate paragraph regarding a going
concern uncertainty.  The opinion of Delap LLP on the Company's
internal control over financial reporting as of Dec. 31, 2010,
stated that the Registrant had 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 material weakness identified by the
Company and Delap LLP as of Dec. 31, 2010, was discussed by Delap
LLP with the Company's Audit and Enterprise Risk Management
Committee.  The opinion of Delap LLP on the Company's internal
control over financial reporting as of Dec. 31, 2009, stated that
the Company had maintained effective internal control over
financial reporting as of Dec. 31, 2009, based on the COSO
criteria.

                       About Cascade Bancorp

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

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.56 billion
in total assets, $1.35 billion in total liabilities, and
$212.61 million of stockholders' equity.


CATASYS INC: David Smith Discloses 41.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David E. Smith disclosed that he beneficially
owns 11,852,417 shares of common stock of Catasys, Inc.,
representing 41.9% of the shares outstanding.  The percentage is
based on 21,704,217 shares of Common Stock of the Company issued
and outstanding as of Oct. 5, 2011, as reported in the Company's
S-1/A, as filed with the SEC on Oct. 11, 2011.  As previously
reported, Mr. Smith disclosed beneficial ownership of 11,083,186
shares of common stock of Catasys, Inc., or 40.3%.

A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/r6p9g8

                         About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.48 million
in total assets, $4.13 million in total liabilities, and a
$652,000 total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.


CDC CORP: Taps Finley Colmer as Chief Restructuring Officer
-----------------------------------------------------------
CDC Corp. asks the U.S. Bankruptcy Court for the Northern District
of Georgia for authority to employ Finley Colmer and Company and
its designated consultant, Marcus A. Watson as chief restructuring
officer.

On Oct. 24, 2011, the Debtor entered into an agreement with Finley
Colmer whereby Finley Colmer agreed to provide to Debtor
consulting and advisory services and assist Debtor in its Chapter
11 bankruptcy case.  The Agreement provides that Mr. Watson, as
Chief Restructuring Officer, will oversee the operation and
management of Debtor's bankruptcy case.

Finley Colmer did not receive a retainer for any post-petition
work.

During the pendency of the bankruptcy case, Finley Colmer, and
Mr. Watson in particular, will provide managerial services and
oversight as outlined in the Agreement, thereby assisting the
Debtor's efforts at maximizing value for the benefit of the
Debtor's estate.

The Debtor proposed to pay Finley Colmer $11,000 per week for the
services.  With the exception of out-of-pocket travel related
costs, Finley Colmer does not charge for copying, long distance
telephone, and other overhead related fees.  Finley Colmer does
not charge for travel time.

Neither Finley Colmer nor Mr. Watson (a) has any present
connection with Debtors, Debtors' creditors, or other parties-in-
interest or (b) holds or represents any interest adverse to the
estate.  Finley Colmer and Mr. Watson thus are disinterested
within the meaning of 11 U.S.C. Sec 101(14) of the Bankruptcy
Code.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million as of the Chapter
11 filing.


CDC CORP: Seeks to Employ Lamberth Cifelli as Counsel
-----------------------------------------------------
CDC Corp. asks the U.S. Bankruptcy Court for the Northern District
of Georgia for authority to employ Lamberth, Cifelli, Stokes,
Ellis & Nason, P.A., as counsel.

As the Debtor's counsel, Lamberth Cifelli will, among other
things:

   (a) advise, assist, and represent the Debtor with respect to
       the Debtor's rights, powers, duties, and obligations in
       the administration of this case, and the collection,
       preservation, and administration of assets of the Debtor's
       estate;

   (b) advise, assist, and represent the Debtor with regard to
       any claims and causes of action which the estate may have
       against various parties including, without limitation,
       claims for preferences, fraudulent conveyances, improper
       disposal of assets, and other claims or rights to recovery
       granted to the estate; to institute appropriate
       adversary proceedings or other litigation and to represent
       the Debtor therein with regard to such claims and causes
       of action; and to advise and represent the Debtor with
       regard to the review and analysis of any legal issues
       incident to any of the foregoing;

   (c) advise, assist, and represent the Debtor with regard to
       investigation of the desirability and feasibility of the
       rejection or assumption and potential assignment of any
       executory contracts or unexpired leases, and to advise,
       assist, and represent the Debtor with regard to liens and
       encumbrances asserted against property of the estate and
       potential avoidance actions for the benefit of the estate,
       within the Debtor's rights and powers under the Bankruptcy
       Code, and the initiation and prosecution of appropriate
       proceedings in connection therewith;

   (d) advise, assist, and represent the Debtor in connection
       with all applications, motions, or complaints concerning
       reclamation, sequestration, relief from stays, disposition
       or other use of assets of the estate, and all other similar
       matters; and

   (e) advise, assist, and represent the Debtor with regard to
       the preparation, drafting, and negotiation of a plan of
       reorganization or liquidation and accompanying disclosure
       statement, or negotiation with other parties presenting
       a plan of reorganization or liquidation and accompanying
       disclosure statement; and/or to advise, assist, and
       represent the Debtor in connection with the sale or other
       disposition of any assets of the estate, including without
       limitation the investigation and analysis of the
       alternative methods of effecting same; employment of
       auctioneers, appraisers, or other persons to assist with
       regard thereto; negotiations with prospective purchasers
       and the evaluation of any offers received; the drafting of
       appropriate contracts, instruments of conveyance, and other
       documents with regard thereto; the preparation, filing, and
       service as required of appropriate motions, notices, and
       other pleadings as may be necessary to comply with the
       Bankruptcy Code with regard to all of the foregoing; and
       representation of the Debtor in connection with the
       consummation and closing of any such transactions.

On Oct. 3, 2011, LCSEN received $76,014.00 prior to the filing to
hold as a retainer as set forth in the Bankruptcy Rule 2014
Verification.  The source of the funds was a loan from a trust
established for the benefit of Peter Yip's spouse and his children
to Chinadotcom Finance Corporation Limited which transferred the
funds to LCSEN.  Debtor owns 100% of CDC Strategic Corporation,
which is registered in the Caymans and owns 100% of Chinadotcom
Finance Corporation Limited, which is registered in Hong Kong.
Mr. Yip is the Debtor's Chief Executive Officer, currently in
administrative leave from that position, and is a member of the
Debtor's board of directors.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million as of the Chapter
11 filing.


CITIZENS REPUBLIC: Files Form 10-Q, Has $32.9MM Q3 Net Income
-------------------------------------------------------------
Citizens Republic Bancorp, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $32.94 million on $101.47 million of total
interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $62.47 million on $118.76 million of
total interest income for the same period during the prior year.

The Company also reported a net loss of $11.57 million on
$308.48 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $186.77 million on
$370.42 million of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$9.60 billion in total assets, $8.59 billion in total liabilities
and $1.01 billion in total shareholders' equity.

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

                        http://is.gd/FsE7k6

                      About Citizens Republic

Flint, Michigan-based Citizens Republic Bancorp, Inc., is a
diversified banking and financial services company that is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  Citizens provides a full range
of banking and financial services to individuals and businesses
through its banking subsidiary, Citizens Bank.

                         *      *     *

As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded
the long-term and short-term Issuer Default Ratings for Citizens
Republic Bancorp, Inc., and its principal banking subsidiaries to
'CCC/C' from 'B-/B', respectively.


CLEARWIRE CORP: Inks Pact to Power NetZero 4G High-Speed Mobile
---------------------------------------------------------------
United Online, Inc., and Clearwire announced a new, five-year
wholesale agreement that will make 4G high-speed mobile broadband
service available under the NetZero brand name via the Clearwire
4G mobile broadband network in 2012.

"NetZero has been delivering high quality, free and value-priced
Internet access since 1998, and we believe this deal with
Clearwire will give us the ability for the first time to bring
affordably-priced, 4G high-speed mobile broadband service with 6
mbps to 10 mbps speed to the masses," said Mark R. Goldston,
Chairman, President and Chief Executive Officer of United Online.
"In 1998, NetZero pioneered free dial-up access, helping millions
of new Internet users get online.  In 2001, we created the value-
priced dial-up category offering high quality Internet access at
the highly-affordable price of just $9.95 per month.  In 2003,
NetZero helped pioneer the accelerated dial-up market with the
launch of NetZero Hi-Speed, which was the fastest dial-up service
offered at that time.  We believe the new NetZero 4G high-speed
mobile broadband service is the natural progression for the
NetZero brand, which has always stood for bringing the highest
quality, most affordable Internet access to consumers in the U.S.
Having revolutionized the dial-up market more than a decade ago,
our goal is to bring the same level of innovation and competitive
advantage to the 4G high-speed mobile broadband market beginning
in early 2012."

Consumers will be able to access the service by purchasing either
a NetZero USB modem to connect a single device such as a PC or a
Mac, or purchasing a NetZero personal hotspot that can connect up
to 8 Wi-Fi enabled devices simultaneously.  That means that both
NetZero USB modem and NetZero hotspot customers can connect to the
NetZero 4G high-speed service over the Clearwire mobile broadband
network coverage area using a PC, Mac, iPad, other tablets,
netbooks, and smartphones.  The NetZero 4G high-speed mobile
broadband service will provide a very fast, highly affordable
Internet connection that can be used in the home, at the office or
on the go by residential, corporate and professional customers
across the U.S. within the Clearwire 4G network coverage area.

"NetZero is well known for extending the availability of Internet
services to new customer segments and we are pleased to help them
expand their product lineup into the mobile broadband market,"
said Don Stroberg, Senior Vice President of Strategic Partnerships
& Wholesale at Clearwire.  "The Clearwire 4G mobile broadband
network offers benefits to numerous businesses in a range of
industries.  Soon, NetZero customers will have the freedom to
connect with the people, information and services that matter most
while on the go anywhere within the Clearwire 4G network coverage
area."

                      NetZero 4G Experience

The NetZero 4G customer experience using Clearwire's 4G high-speed
mobile broadband network will be similar to Wi-Fi but without the
short-range limitations that are typical of most Wi-Fi networks.
Clearwire's network uses a wireless 4G technology that differs
from Wi-Fi because it provides service areas measured in miles,
versus Wi-Fi which is measured in feet.  Clearwire's network
offers average mobile download speeds of up to 6 mbps, with bursts
of over 10 mbps*, that will be available across a broad range of
computer, tablet, and smartphone devices to those who use the
NetZero 4G high-speed mobile broadband service.  Clearwire's 4G
network is currently available in more than 70 cities across the
U.S. including 35 of the top 40 markets covering areas where
approximately 130 million people live.

NetZero launched in 1998 as the first provider of free Internet
access and became a well-known brand through its memorable
"Defenders of the Free World" ad campaign and popular promotions
like the NBA on NBC's "NetZero At The Half" show.  The
Communications division of United Online currently offers free and
value-priced dial-up Internet access, as well as DSL broadband
service, nationwide through both the NetZero and Juno brands.

* Speed claims based on download speeds only.  Actual performance
may vary and is not guaranteed.  CLEAR performance claim is based
on average download user speeds achieved during tests performed on
the CLEAR commercial network by CLEAR.

                    About Clearwire Corporation

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

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

The Company's balance sheet at Sept. 30, 2011, showed $8.76
million in total assets, $5.15 million in total liabilities and
$3.61 million total stockholders' equity.

                          *     *     *

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

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


CLEARWIRE CORP: Incurs $84.8 Million Net Loss in 3rd Quarter
------------------------------------------------------------
Clearwire Corporation reported a net loss attributable to
Clearwire Corporation of $84.79 million on $332.17 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss attributable to Clearwire Corporation of $139.42 million
on $142.16 million of revenue for the same period a year ago.

The Company also reported a net loss attributable to Clearwire
Corporation of $480.48 million on $891.59 million of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
attributable to Clearwire Corporation of $359.42 million on
$359.95 million of revenue for the same period during the prior
year.

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

The Company's balance sheet at Sept. 30, 2011, showed $8.76
million in total assets, $5.15 million in total liabilities and
$3.61 million total stockholders' equity.

"Our record third quarter results demonstrate that our efforts to
optimize performance are succeeding," said Erik Prusch, president
and CEO of Clearwire.  "We believe the growth of our subscriber
base and improvements in our cost structure resulted in
significant Adjusted EBITDA improvement in the third quarter, and
support the merits of our business model.  Additionally, the
continued growth in network usage by our subscribers highlights
the rapidly increasing demand for mobile broadband data that
Clearwire is best-positioned to deliver."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/KSAedI

                     About Clearwire Corporation

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

                          *     *     *

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

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


CUI GLOBAL: Files Form S-1 Registration Statement
-------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement regarding its plan to
offer shares of the Company's common stock.

The Company is currently quoted on the OTC Bulletin Board under
the symbol "CUIG.OB."  On Aug. 17, 2011, the Company filed an
application for listing its common stock on the Nasdaq Capital
Market tier of The Nasdaq Stock Market which application has not
yet been approved.

The underwriter is offering the shares of the Company's common
stock on a "firm commitment basis."

A full-text copy of the Form S-1 registration statement is
available for free at http://is.gd/zNPE2b

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$34.06 million in total assets, $21.93 million in total
liabilities, $171,778 in non-controlling interest, and
$12.30 million in total stockholders' equity.


DEE ALLEN RANDALL: Wants Motion to Prohibit Cash Use Denied
-----------------------------------------------------------
Debtor Dee A. Randall asks the U.S. Bankruptcy Court for the
District of Utah to deny US Bank, N.A.'s motion to prohibit use of
cash collateral and to compel an accounting.

US Bank is a secured creditor of the Debtors based upon two
separate loans: (a) Loan No. 1 is in the unpaid sum of $571,761
and is secured by real property situated at 87 N. Adamswood Road,
Layton, Utah; and (b) Loan No. 2 is in the unpaid sum of
$1,609,942, and is secured by real property situated at 1505 North
1200 West, Layton, Utah.  The Adamswood Property is titled in the
names of Debbie Noorda, trustee of the 2905 RRR Land Trust, as to
61% and Horizon Mortgage & Investment, Inc., as to the remainder.
The undivided interest of Horizon Mortgage & Investment, Inc.,
in the Adamswood Property is subject to an alleged transfer from
Horizon to Dee Randall.

US Bank has asked the Court to:

   1) prohibit the Debtors' use of cash collateral produced from
   the real properties securing US Bank's claims;

   2) direct the Debtors to provide a full and complete accounting
   of the use of cash collateral from the date of the Debtors'
   Chapter 11 petition to the present; and

   3) direct that all future rents and profits derived from US
   Bank's collateral be accounted for upon a monthly basis and
   deposited into a separate bank account to be maintained
   by the Debtors or as the Court otherwise directs.

In his response, Debtor Mr. Randall asserts that his interest in
the rents, if any, have been transferred prior to the bankruptcy
filing and are not property of the estate.  Indeed, the Debtor has
never treated the rents from the properties in question as his
property since they were transferred.  In all respects, including
tax purposes, the rents have been treated as property of Horizon
Mortgage & Investment, Inc.

The Debtor relates that contrary to USB's assertions, the oral
assignments of rents do not fall within the statute of frauds.
Under Utah law, the statute of frauds does not apply to the extent
a party has already performed in reliance on the agreement.

The Debtor adds that Horizon has performed its obligations under
the assignment.  Horizon has, among other things, treated the
rents as income in its tax returns, has used the rents to maintain
the properties and has paid ongoing obligations owing by the
Debtors that are secured by the rents.  Under such circumstances,
the assignment does not violate the statute of frauds.

The Debtor continues that USB is entitled to exercise its rights
and remedies as to the rents.  USB has other contractual and state
law remedies to protect its interest in the rents.  The cash
collateral protections and remedies, however, are not available to
USB.

U.S. Bank is represented by:

         Gerald H. Suniville, Esq.
         Spencer H. Reed, Esq.
         VAN COTT, BAGLEY, CORNWALL & MCCARTHY
         36 South State Street, Suite 1900
         Salt Lake City, UT 84111-1478
         Tel: (801) 532-3333
         Fax: (801) 534-0058
         E-mails: gsuniville@vancott.com
                  sreed@vancott.com

                About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  The Debtor won
permission to hire 1 On 1 Legal Services, P.L.L.C. as counsel.

In his petition, Mr. Randall estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.


DEE ALLEN RANDALL: Rocky Mountain OK'd as Trustee's Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized Gil
A. Miller, Chapter 11 trustee in the cases of Dee Allen Randall,
et al., to employ Rocky Mountain Advisory, LLC, as his accountants
and financial advisors.

RMA is expected to, among other things:

   -- provide forensic accounting analysis of the transactions of
   the Debtors and entities owned or controlled by the Debtors,
   and investigate various financial and accounting transactions
   as required by the trustee;

   -- investigate various business entities and interest owned or
   otherwise controlled by the Debtors or in which the Debtors had
   a legal or beneficial interest; and

   -- compile any outstanding and future tax returns for the
   Debtors.

The hourly rates for RMA accountants and support staff range
between $125 to $350.

RMA is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

                About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  The Debtor won
permission to hire 1 On 1 Legal Services, P.L.L.C. as counsel.

In his petition, Mr. Randall estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.


DEE ALLEN RANDALL: Ray Quinney OK'd as Ch. 11 Trustee's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized Gil
A. Miller, Chapter 11 trustee in the cases of Dee Allen Randall,
et al., to employ Ray Quinney & Nebeker P.C. as his general
bankruptcy and litigation counsel.

RQN is expected to, among other things:

   -- investigate the assets, liabilities and financial affairs of
   the estate, including assets, liabilities and financial affairs
   of various entities which are owned or controlled by the
   Debtors;

   -- assist the trustee in analyzing and pursuing possible
   business reorganizations or liquidations; and

   -- defend the trustee and the estate in any litigation matters
   which may be asserted, including the defense of motions seeking
   relief from the automatic stay.

Michael R. Johnson, shareholder and director of RQN, will be the
principal attorney handling the case.  Mr. Johnson's standard
hourly rate is $360, however, Mr. Johnson agreed to bill at the
rate of $350 per hour.  David H. Leigh, a fellow shareholder and
director, will also be substantially involved in the case.
Mr. Leigh's standard hourly rate is $290.

The hourly rates of the RQN's personnel are:

         Shareholders              $215 - $350
         Of Counsel                $255 - $290
         Associates                $175 - $225
         Paralegals                $115 - $135

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

The firm can be reached at:

         Michael R. Johnson, Esq.
         David H. Leigh, Esq.
         RAY QUINNEY & NEBEKER P.C.
         36 South State Street, 14th Floor
         P.O. Box 45385
         Salt Lake City, UT 84145-0385
         Tel: (801) 532-1500
         Fax: (801) 532-7543
         E-mail: mjohnson@rqn.com
                 dleigh@rqn.com


                About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  The Debtor won
permission to hire 1 On 1 Legal Services, P.L.L.C. as counsel.

In his petition, Mr. Randall estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.


DEE ALLEN RANDALL: Vantus Law Withdrawn as Special Counsel
----------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah ordered that Vantus Law Group, Brad Jacobsen, and
Rick Ensor are no longer special counsel in the Chapter 11 cases
of Dee A. Randall, et al.

                About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  The Debtor won
permission to hire 1 On 1 Legal Services, P.L.L.C. as counsel.

In his petition, Mr. Randall estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.


DEEP DOWN: Board Accepts Mark Hollinger's Resignation
-----------------------------------------------------
The board of directors of Deep Down, Inc., accepted the
resignation of Mark R. Hollinger; such resignation to be effective
Nov. 3, 2011.  At the time of his resignation, Mr. Hollinger also
served as the Chairman of the Company's Audit Committee.  The
resignation of Mr. Hollinger did not involve any disagreement with
the Company.

                          About Deep Down

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

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

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

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


DELPHI CORP: Paulson Fund Set to Be Big Seller in Automotive IPO
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that New York hedge
fund manager John Paulson plans to sell as much as $580 million in
stock of Delphi Automotive PLC in the auto parts maker's proposed
initial public offering, the only of its four biggest investors to
sell.


                        About Delphi Corp.

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

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

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

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

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

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

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


DELTATHREE INC: Receives $50,000 from D4 Holdings
-------------------------------------------------
Each of deltathree, Inc., Delta Three Israel, Ltd., and DME
Solutions, Inc., entered into the Fourth Loan and Security
Agreement with D4 Holdings, LLC, on Sept. 12, 2011, pursuant to
which D4 Holdings provided to the Deltathree Entities a line of
credit in a principal amount of $300,000.

On Nov. 3, 2011, deltathree, Inc., received $50,000 from D4
Holdings pursuant to a notice of borrowing under the Loan
Agreement.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

The Company's balance sheet at June 30, 2011, showed $1.66 million
in total assets, $5.07 million in total liabilities, and a
$3.41 million total stockholders' deficiency.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s 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 and
deficiency in stockholders' equity.

                        Bankruptcy Warning

In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, financial reorganization, liquidation or ceasing
operations.  In the event that it is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code.  The Company said seeking relief under the U.S.
Bankruptcy Code, even if the Company is able to emerge quickly
from Chapter 11 protection, could have a material adverse effect
on the relationships between the Company and its existing and
potential customers, employees, and others.  Furthermore, the
Company adds, if it was unable to implement a successful plan of
reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DENNY'S CORP: Reports $7.9 Million Net Income in Sept. 28 Quarter
-----------------------------------------------------------------
Denny's Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $7.98 million on $136.68 million of total operating revenue for
the quarter ended Sept. 28, 2011, compared with net income of
$9.93 million on $139.93 million of total operating revenue for
the quarter ended Sept. 29, 2010.

The Company also reported net income of $20.24 million on $408.34
million of total operating revenue for the three quarters ended
Sept. 28, 2011, compared with net income of $19.98 million on
$412.58 million of total operating revenue for the three quarters
ended Sept. 29, 2010.

The Company's balance sheet at Sept. 28, 2011, showed
$280.63 million in total assets, $376.11 million in total
liabilities, and a $95.47 million total shareholders' deficit.

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

                        http://is.gd/7JlXxh

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DIRECTBUY HOLDINGS: S&P Lowers Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Merrillville, Ind.-based DirectBuy Holdings Inc. to 'CC'
from 'CCC'. The outlook is negative.

"At the same time, we lowered the issue-level rating on the
company's $335 million senior secured notes to 'CC' (the same as
the corporate credit rating). The recovery rating remains at '5',
indicating our expectation for modest (10% to 30%) recovery for
lenders in the event of a payment default," S&P related.

The rating actions follow DirectBuy's delay in its financial
reporting due Oct. 31, 2011, pursuant to the terms under the $335
million 12% senior secured notes. DirectBuy has said that they
anticipate filing a report by Nov. 28, 2011.

"However," said Standard & Poor's credit analyst Helena Song, "due
to the fact that this is being delayed, and in the absence of any
financial communication, we believe that management may be
contemplating a business or financial restructuring to the
detriment of creditors." "Operating performance continued
to deteriorate meaningfully, as membership base decline
accelerated in recent months. We view the company's business model
as unsustainable and we expect profitability and credit protection
measures to continue to worsen. We believe that the company could
default in the near term as its operating performance continues to
deteriorate rapidly and liquidity diminishes further."

"We view DirectBuy's business risk profile as vulnerable. The
company began to experience a decline in total membership levels
beginning in February 2010, as the U.S. economy remained weak and
unemployment stayed high. This trend has worsened meaningfully in
recent months. In addition, the company faces several lawsuits,
including allegations that it misrepresented the actual costs of
the product marketed to its members, which we believe also
contributed to rapidly declining membership. These legal issues
are ongoing, and the company's proposed settlement in one of the
cases was rejected by a judge in Connecticut," S&P said.

"DirectBuy's financial risk profile is highly leveraged, and we
expect weaker operating performance will lead to rapid
deterioration in credit metrics," S&P related.

"The negative outlook reflects our view that that the company
could default in the near term as its operating performance
continues to deteriorate rapidly and liquidity further
diminishes," said Ms. Song. "An unfavorable outcome of litigation
could also significantly erode its liquidity position, and we
believe the company has poor standing in the credit markets based
on its bond price trend. We would lower ratings to 'D' or 'SD' if
the company fails to meet near-term debt service obligation or
pursues financing alternatives such as a restructuring. An upgrade
is not a near-term consideration, given our operating and
liquidity assumptions."


DIVERSIFIED MACHINE: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Diversified Machine,
Inc. (DMI) -- Corporate Family and Probability of Default Ratings
at B2. In a related action Moody's assigned a B3 rating to the
company's $175 million senior secured term loan. The rating
outlook is stable.

The new senior secured term loan, along with additional equity
contributed by affiliates of Platinum Equity Advisors LLC
(Platinum), will be used to fund the purchase of DMI by Platinum,
refinance existing debt, provide cash to DMI's balance sheet, and
pay related fees and expenses.

These ratings were assigned:

Diversified Machine, Inc.

Corporate Family Rating, B2;

Probability of Default, B2;

$175 million senior secured term loan, B3 (LGD4, 58%)

DMI's asset based revolving credit facility is not rated by
Moody's

RATINGS RATIONALE

DMI's B2 Corporate Family Rating (CFR) incorporates the company's
leveraged profile following the proposed transaction with pro
forma debt/EBITDA of approximately 4.0x on a Moody's adjusted
basis. The CFR also incorporates the company's modest size, high
regional exposure to North America, high customer concentrations
to the Detroit-3 (about 65% of revenues), and history of
acquisitions over the past several years. While management has
been successful at integrating past acquisitions, the pace of
profit improvement has been below Moody's expectations, given the
recovering demand in the North American automotive sector. The B2
CFR also recognizes that DMI's financial policy also has
incorporated periodic shareholder distributions. Moody's
anticipates that such distributions will continue as the company's
operating performance improves.

Moody's believes DMI maintains a strong competitive position
within its chassis (about 90% of revenues) and powertrain (about
10% of revenues) segments. Management has indicated that the
company maintains 100% sole sourcing on its products and the
ability to pass on 100% of material cost increases. DMI's ability
to deliver quality engineered products has supported EBIT margins
above 10% for the first half of 2011. This margin is expected to
be largely sustained over the intermediate-term despite the risk
of a modest economic recovery in the U.S., volatile consumer
confidence, and softness in automotive demand.

The stable rating outlook anticipates that DMI's operating
performance and adequate liquidity profile will continue to
support the assigned rating over the intermediate term.

DMI is anticipated to have an adequate liquidity profile over the
near-term. Pro forma for the recapitalization transaction, the
company's liquidity will largely be supported by a $60 million
asset based revolving credit facility. The company is expected
have borrowing base availability in excess of the ABL commitment
amount, net of about $1.7 million of letters of credit. Cash
balances at the close of the transaction are expected to be
modest. Yet, DMI is expected to generate positive free cash flow
after incremental capital expenditures for plant expansions.
Historically, DMI has kept minimal cash balances and will likely
continue to do so.

The outlook or rating could improve if DMI were to maintain its
strong niche market position, and sustain credit metrics of the
following levels: EBIT margins above 10%, debt/EBITDA below 3.5x,
and EBIT/Interest above 3.5x.

The rating could be lowered if a downturn in North American
automotive demand results in substantially weaker profitability or
a deterioration in liquidity. The rating could also be pressured
by acquisitions or other shareholder distribution transactions
that increase leverage. Credit metrics that could signal rating
pressure on the rating include: debt/EBITDA approaching 5.0x,
EBIT/interest below 1.7x, or negative free cash generation.

The principal methodology used in rating DMI was the Global
Automotive Supplier Industry Methodology published in January
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

DMI manufactures, casts, machines and assembles fully-engineered
chassis and powertrain components and modules for leading
automotive OEMs and Tier 1 suppliers. The company's primary
products include: chassis products (steering knuckles, control
arms and cross members), and powertrain products (engine/cylinder
blocks, cylinder heads, front covers, intake manifolds, bedplates
and brackets). The company will be a wholly-owned subsidiary of
affiliates of Platinum Equity Advisors, LLC.


DRYSHIPS INC: Completes Merger with OceanFreight
------------------------------------------------
DryShips Inc. and OceanFreight Inc. announced that following
approval by OceanFreight's shareholders at a special meeting, the
companies have completed the merger and OceanFreight has become a
wholly-owned subsidiary of DryShips.  Under the terms of the
merger agreement, OceanFreight shareholders will be entitled to
receive $11.25 in cash and 0.52326 of a share of common stock of
Ocean Rig UDW Inc., a global provider of offshore ultra deepwater
drilling services, for each share of OceanFreight common stock
owned by them.

As a result of the merger, OceanFreight's common shares will cease
trading on the NASDAQ Global Market, and OceanFreight expects to
deregister and suspend its reporting obligations under the
Securities and Exchange Act of 1934, as amended.

American Stock Transfer & Trust Company has been appointed to
serve as the agent for payment of the merger consideration to
OceanFreight shareholders, and will promptly mail to shareholders
instructions on how to surrender their stock certificates and
receive payment for their shares.  Banks, brokerage firms or other
nominees will provide those shareholders who hold their shares in
"street name" with their proceeds from the transaction.  For more
information, shareholders who hold their shares in "street name"
should contact their bank, broker or other holder of record, and
shareholders of record may contact American Stock Transfer & Trust
Company at (877) 248-6417 (toll free).  Shareholders of record
should wait to receive the letter of transmittal before
surrendering their shares.

                        About DryShips Inc.

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

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

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at June 30, 2011, showed
US$7.86 billion in total assets, US$4.03 billion in total
liabilities, and US$3.83 billion in total equity.


DUNE ENERGY: Voting on Equity Exchange Extended for 1 Week
----------------------------------------------------------
Dune Energy, Inc., had reached an agreement with an ad hoc
committee of holders of its 10 1/2% Senior Secured Notes due 2012
to extend the date to launch the solicitation of votes for the
debt for equity exchange previously announced to Nov. 8, 2011,
from Nov. 1, 2011.  Certain other dates within the restructuring
support and lockup agreement and the restructuring term sheet will
also be extended for one week.

                         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.

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.

                           *     *     *

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.


DWH I: Dakota Steakhouse Operators Need to Hire Separate Lawyers
----------------------------------------------------------------
Bankruptcy Judge Terry L. Myers denied the requests of DWH I LLC
and Pittsfield DWH LLC to employ attorney Joseph Meier and the law
firm Cosho Humphrey LLP as their bankruptcy lawyers, citing
potential conflicts of interest.  The U.S. Trustee objected to the
applications.

DWH I LLC, Saloon Beverage Inc. and Pittsfield DWH LLC filed
petitions for relief under chapter 11 (Bankr. D. Idaho Case Nos.
11-01165, 11-01166, and 11-01167) on April 21, 2011.  Judge Terry
Myers oversees DWH's and Pittsfield's cases.  Judge Jim D. Pappas
presides over the Saloon Beverage case.  On April 25, 2011, a
motion to jointly administer the Pittsfield and Saloon Beverage
cases with the DWH case was filed. A hearing on the motion was set
in the DWH case for July 18, 2011, but was subsequently vacated
when it was discovered that the motion and hearing had not been
properly noticed.  The motion has not been re-noticed for hearing.

DWH and Pittsfield are each single-member limited liability
companies wholly owned by Floyd Acquisitions LLC.  At the time of
the bankruptcy, DWH operated two restaurants -- one in New York
and another in Connecticut -- under the name Dakota Steakhouse.
Pittsfield currently operates a restaurant in Massachusetts, also
under the name Dakota Steakhouse.  Saloon Beverage is a subchapter
C corporation wholly owned by DWH. It operates two restaurants in
Vermont under the name Sirloin Saloon.

In January 2009, DWH, Pittsfield, and Saloon Beverage entered into
a management agreement, whereby DWH was appointed manager over the
day-to-day operations and businesses of the five restaurants.  All
revenue generated from the restaurants is received by DWH and then
used by DWH to pay the expenses of all three debtor entities.  As
consideration for its management services, DWH is paid an annual
fee equal to a percentage of DWH's general and administrative
expenses, which is calculated based on the amount of gross revenue
attributable to the Pittsfield and Saloon Beverage restaurants.
Susan Schulze-Claasen signed the agreement in her separate
capacities as managing member of DWH, president of Saloon
Beverage, and managing member of Pittsfield.

Counsel represented at hearing that DWH, Saloon Beverage, and
Pittsfield are co-debtors on two debts -- one owed to DWH II LLC
in the amount of $624,000, which is secured by certain personal
property and cash, and another to U.S. Foodservice for $150,000.
The three debtor entities have several other common creditors (in
addition to uncommon creditors), however Counsel at the hearing
represented that they are not co-debtors on any other obligations.
Although there are no inter-company debts among the three debtors,
DWH scheduled a claim in favor of Ms. Schulze-Claasen for $25,441.

On April 25, 2011, DWH and Pittsfield filed applications to employ
Counsel in their cases.  Counsel asserted that it represented no
interest adverse to the debtors in possession, or their bankruptcy
estates.  Counsel also disclosed that it was providing legal
services to all three debtor entities -- DWH, Saloon Beverage, and
Pittsfield -- and that a request to consolidate the cases into one
proceeding was anticipated.

On Aug. 10, 2011, Counsel filed a second affidavit in both the DWH
and Pittsfield cases, disclosing that of the $35,000 it had been
paid by DWH, Saloon Beverage, and Pittsfield, $15,000 had come
from Pittsfield, $10,325 from DWH, and $11,675 from Saloon
Beverage.  Counsel represented that from each of those three
payments, $2,805.50 had been applied to prepetition attorney's
fees and the case filing fee. Counsel further averred that the
balance of those payments, totaling $26,583.50, was being held in
trust on behalf of each debtor.

Judge Myers said the facts presented in the case could give rise
to disputes in which the estates of DWH, Pittsfield, and Saloon
Beverage would be rival claimants:

     (A) because the revenue from all three of the debtors has
         been, and continues to be, swept into DWH, there is the
         potential for disputes between the debtors' respective
         estates (and their creditors, common and uncommon) as to
         their interests in any such funds.

     (B) the rights and responsibilities created by the management
         agreement could potentially put the debtors at odds with
         one another.  DWH can be held liable to Pittsfield and
         Saloon Beverage for willful misconduct, negligence,
         dishonesty or expenditures in excess of DWH's authority
         as manager.  Although Counsel represented that no causes
         against DWH currently exist under these provisions, in
         making that determination, Counsel, as attorney for both
         DWH and Pittsfield, is in the untenable position of
         evaluating whether its client, Pittsfield, has rights
         against its other client, DWH.

     (C) counsel could be placed in a position of conflict
         regarding the assumption or termination of the management
         agreement.  In considering such a decision the interests
         of DWH and Pittsfield's estates may not necessarily
         align, depending on the value of DWH's management
         services to the Pittsfield bankruptcy estate.

     (D) as an equity security holder, DWH is a party in interest
         in the Saloon Beverage bankruptcy case.

A copy of Judge Myers' Nov. 8, 2011 Memorandum of Decision is
available at http://is.gd/VxlHPYfrom Leagle.com.


EASTMAN KODAK: To Run out of Cash in Mid-2012, Moody's Says
-----------------------------------------------------------
Eastman Kodak Co., the former film maker attempting to transform
itself into a provider of digital imaging products, will run out
of cash in the U.S. around the second or third quarters of 2012,
Moody's Investors Service said in a report Nov. 7.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Moody's expects the $862 million of cash at
the end of the third quarter to grow to $1.3 billion by the year's
end, Moody's said the "trouble is, Kodak's operations consume
significant cash in the first half of every year."  In the U.S.,
Moody's predicts cash of $588 million at the year's end will drop
to $97 million by June and turn negative by September.

According to the report, Moody's said that Kodak will be
"challenged" in selling intellectual property "without first
establishing a better liquidity position" to rectify what is now
"precarious liquidity."

Referring to Kodak's efforts at pledging assets for new financing,
Moody's said it would "akin to putting the last logs on the fire"
because new debt would "likely consume the few remaining forms of
alternative financing."

Bloomberg relates that the stock closed Nov. 7 at $1.19, up 3
cents a share in New York Stock Exchange trading. In the past
three years, the closing high was $8.90 on April 26, 2010.  The
$250 million in 7.25 percent senior unsecured notes due November
2013 traded Nov. 7 at 41.7 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. As recently as Sept. 27, they fetched 63
cents.  The $500 million in 9.75 percent second-lien bonds due
March 2018 were bid Nov. 7 at 69.625 cents on the dollar.

                        About Eastman Kodak

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

Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

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

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.

                           *    *     *

As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company.  Fitch decided to discontinue
the rating, which is uncompensated.


EDISON MISSION: Reports $33 Million Net Income in Sept. 30 Qtr.
---------------------------------------------------------------
Edison Mission Energy filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $33 million on $595 million of operating revenue for the three
months ended Sept. 30, 2011, compared with net income of
$113 million on $691 million of operating revenue for the same
period during the prior year.

The Company also reported a net loss of $19 million on
$1.68 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with net income of $177 million on
$1.83 billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$9.60 billion in total assets, $6.86 billion in total liabilities
and $2.73 million total equity.

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

                         http://is.gd/X4NH4y

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

                          *     *     *

Credit ratings for EME, Midwest Generation and EMMT as of June 30,
2011 were as follows:

                  Moody's Rating     S&P Rating     Fitch Rating

EME                   Caa1             B-             CCC
(Senior Unsecured)

Midwest Generation     Ba3             B+             BB-
(First priority
senior secured)

EMMT                 Not Rated         B-             Not Rated


EGPI FIRECREEK: Larry Trapp Resigns as Director and EVP
-------------------------------------------------------
Larry Trapp resigned from his positions as director and executive
vice president of EGPI Firecreek, Inc., and its subsidiaries,
effective as of Nov. 1, 2011.  Mr. Trapp's resignation from the
Board was not due to any disagreement with the Company, but was
made by Mr. Trapp for personal reasons.

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company's balance sheet at June 30, 2011, showed $5.14 million
in total assets, $5.00 million in total liabilities, all current,
$3.73 million in Series D preferred stock, and a $3.59 million
total shareholders' deficit.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about EGPI
Firecreek'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 and negative cash flows from
operations.


EMERITUS CORPORATION: Posts $43.7 Million Net Loss in 3rd Qtr.
--------------------------------------------------------------
Emeritus Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $43.7 million on $323.2 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $13.9 million on $250.0 million of revenues for the
same period last year.

The Company had a net loss of $44.3 million on $930.6 million of
revenues for the nine months ended June 30, 2011, compared with a
net loss of $42.4 million on $723.3 million of revenues for the
same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$2.865 billion in total assets, $2.554 billion in total
liabilities, and stockholders' equity of $310.3 million.

The Company has incurred significant operating losses since its
inception, and the Company had working capital deficits of
$113.5 million and $17.7 million as of Sept. 30, 2011, and
Dec. 31, 2010, respectively.  The deficit increased primarily due
to regularly scheduled maturities of long-term debt, mortgage debt
related to communities designated as discontinued operations and
mortgage debt classified as current due to a debt covenant
violation, as well as cash invested in community acquisitions and
property and equipment.

"We believe the Company will be able to generate sufficient cash
flows to support its operating activities and capital expenditure
requirements for at least the next 12 months," the Company said in
the filing.  "However, we will be required to refinance or extend
a portion of our debt in order to meet our financing obligations
in the next 12 months, and we are currently in negotiations with
certain of our lenders."

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

                       http://is.gd/2ifs9w

Seattle, Washington-based Emeritus Corporation is an assisted
living, Alzheimer's and dementia care service provider that
operates residential style communities located throughout the
United States.  As of September 30, 2011, the Company owned 192
communities and leased 141 communities.

The Company also provides management services to independent and
related-party owners of assisted living communities.  As of
Sept. 30, 2011, it managed 152 communities, of which 141 are owned
by joint ventures in which the Company has a financial interest.
The majority of the Company's  management agreements provide for
fees of 5.0% of gross collected revenues.

We have one operating segment, which is assisted living and
related services.  Each community provides similar services,
namely assisted living and memory care.  The class of residents is
relatively homogenous and the manner in which we operate each of
our communities is basically the same.




FANNIE MAE: Needs Add'l $7.8-Bil. from Govt. to Address Deficit
---------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $5.08 billion on $35.79 billion of
total interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $1.33 billion on $38.32 billion of
total interest income for the same period during the prior year.

The Company also reported a net loss of $14.44 billion on $109.68
billion of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $14.08 billion on
$117.15 billion of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.21
trillion in total assets, $3.22 trillion in total liabilities and
a $7.79 billion total stockholders' deficit.

"Our results in the third quarter were significantly affected by
continued weakness in the housing market and the economy overall.
Despite these challenges, we are making solid progress.  We are
growing a strong new book of business that now accounts for nearly
half of our overall single-family guaranty book of business," said
Michael J. Williams, president and chief executive officer.  "We
help homeowners to avoid foreclosure and provide liquidity to
enable working families to buy a home or secure quality affordable
rental housing.  We are committed to building a stronger housing
finance system for the future, and strengthening Fannie Mae to
deliver value to customers, families, taxpayers, and the
industry."

The Company's net worth deficit of $7.8 billion as of Sept. 30,
2011, reflects the recognition of its total comprehensive loss of
$5.3 billion and its payment to Treasury of $2.5 billion in senior
preferred stock dividends during the third quarter of 2011.  The
Acting Director of the Federal Housing Finance Agency will submit
a request to Treasury on Fannie Mae's behalf for $7.8 billion to
eliminate the company's net worth deficit.  Upon receipt of those
funds, the company's total obligation to Treasury for its senior
preferred stock, which will require an annualized dividend payment
of $11.3 billion, will be $112.6 billion.

A full-text copy of the press release is available for free at:

                        http://is.gd/ZlnxvR

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

                        http://is.gd/DbWmPg

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FILENE'S BASEMENT: NASDAQ Delist Syms Corp's Shares
---------------------------------------------------
Syms Corp's stock will be delisted as of Nov. 15, 2011 and that
NASDAQ will file a Form 25-NSE with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on the NASDAQ.  This decision by NASDAQ
comes following the Company's announcement on Nov. 2, 2011 that it
and its subsidiaries filed petitions for protection under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.

The Company's common stock may not be immediately eligible to
trade in the "Pink Sheets."  The Company's common stock may become
eligible if a market maker makes an application to register in and
quote such securities in accordance with SEC Rule 15c2-11 (a "Form
211"), and such application is cleared.  Only a market maker, not
the Company, may file a Form 211.

The Company will continue to file periodic reports with the SEC
pursuant to the requirements of the Securities Exchange Act of
1934, as amended.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50 million to $100 million
in assets and $100 million to $500 million in debts.

The Debtor was renamed FB Liquidating Estate, following the sale
of all of its assets to Syms Corp. in June 2009.  Pursuant to the
Liquidating Plan confirmed in January 2010, secured creditors in
the Chapter 11 case have been paid in full, and holders of
priority, administrative and convenience class claims have
received 100% of their allowed claims.  In December 2010, a second
distribution of dividend checks to Filene's unsecured creditors
amounting to 12.5% of approved claims was made, bringing the
cumulative distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. and its Filene's Basement affiliate,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 11-13511) to wind down operations.  Syms will sell inventory
and real estate and shut down.  The liquidation of stores is
expected to run through January 2012.  The Debtors are seeking
court approval to retain an agent to handle the liquidation of
merchandise and for authorization to conduct going out of business
sales.  They are also seeking court approval for Cushman &
Wakefield to assist in the sale of company-owned real estate,
Rothschild to serve as financial advisor, Skadden, Arps, Slate,
Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as
restructuring advisors, with A&M Managing Director Jeff Feinberg
to serve as President and Chief Operating Officer.


FIRST DATA: Lowers Net Loss to $9.8-Mil. in Q3 of 2011
------------------------------------------------------
First Data Corporation reported a net loss of $9.80 million on
$2.73 billion of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $386.40 million on $2.63 billion
of revenue for the same period during the prior year.

The Company also reported a net loss of $322.50 million on
$8.02 billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $717 million on $7.65 billion of
revenue for the same period during the prior year.

"First Data again delivered solid earnings growth.  Revenues
continued to grow in our international regions helping to improve
the overall profitability of our business," said Chief Executive
Officer Jonathan J. Judge.  "With the launch of the first mobile
wallet, the reality of new debit interchange regulations and
positive secular trends, there are many exciting opportunities for
our business to continue to innovate and serve our customers with
the best products available in the marketplace."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/qDcKW4

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss $846.90 million on $10.38 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.01 billion on $9.31 billion of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed
$37.29 billion in total assets, $33.42 billion in total
liabilities, $45.40 million in redeemable noncontrolling interest,
and $3.81 billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FRONTIER AIRLINES: Republic Outlines Plan to Separate Unit
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Republic Airways
Holdings Inc. plans to sell its loss-making Frontier Airlines
business, sparking a sharp rally in the stock of what some
analysts had viewed as the industry's next candidate for
bankruptcy protection.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings, Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding with its sweetened offer.

In September 2009, the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic,
along with Chautauqua Airlines, Lynx Aviation, Republic Airlines
and Shuttle America.


GARLOCK SEALING: Retained Counsel Hires Consulting Experts
----------------------------------------------------------
The Honorable George R. Hodges has approved Garlock Sealing
Technologies LLC and its units' motion for an order establishing
procedures for the retained counsel of the Debtors, the Official
Committee of Asbestos Claimants, and Joseph W. Grier, III as Legal
Representative of Future Asbestos Claimants, to employ consulting
or testifying experts for purposes of litigation.

The Debtors, the Committee, and the FCR have each engaged counsel
with the approval of the Court.  Among the retained law firms,
certain firms have principal responsibility for litigating pending
and anticipated contested matters and adversary proceedings,
namely: for the Debtors, Robinson, Bradshaw & Hinson, P.A. and
Schachter Harris LLP; for the Committee, Caplin & Drysdale,
Chartered; and for the FCR, Orrick, Herrington & Sutcliffe LLP.

According to the Debtors, the bankruptcy cases have generated
numerous contested matters and adversary proceedings involving a
wide variety of issues.  To assist with contested matters arising
in, or adversary proceedings arising in or related to, the
bankruptcy cases, the parties and their Retained Counsel will
require the assistance of various experts.  Experts may act solely
in a consulting capacity, or they may serve as testifying experts
for purposes of particular litigated matters.

Retained Counsel may seek reimbursement for fees and expenses
charged by Experts they employ.  Such requests for reimbursement
shall be set forth in Retained Counsel's own monthly fee requests
and interim and final fee applications.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
state and federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GARNEAU INC: Shareholders OK Voluntary Liquidation, Dissolution
---------------------------------------------------------------
Garneau Inc. said that at a special meeting of shareholders of the
Corporation held on Nov. 7, 2011, the shareholders of the
Corporation approved a special resolution authorizing:

   (i) the liquidation of the Corporation;

  (ii) the distribution of the remaining assets of the
       Corporation, which is expected to be a small
       amount of cash; and

(iii) the dissolution of the Corporation, all in accordance
       with the requirements of the Business Corporations Act
       (Alberta) and pursuant to a plan of liquidation and
       dissolution.

The Corporation has filed a Certificate of Intent to Dissolve and
expects to complete its voluntary liquidation and dissolution on
or about Nov. 30, 2011.  Any cash remaining at that time will be
distributed on a pro rata basis to Garneau's shareholders.  A
letter of transmittal will be mailed to registered shareholders in
due course with instructions as to how shareholders may claim
their pro rata share of such cash distribution.

Completion of such transactions also remains subject to stock
exchange and other applicable regulatory approvals.  For more
information, please refer to the Letter of Transmittal and the
Corporation's management proxy circular dated Oct. 7, 2011.


GENERAL MOTORS: Opel Chief Picked to Turn Around GM Europe
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Motors Co.
said the head of its Opel unit in Germany will take over all
European operations on Jan. 1, the latest move by the auto maker
to speed a turnaround in a long-troubled region.

As reported by the Troubled Company Reporter on May 10, 2011, Neil
Hodgson at Daily Post said that General Motors expects its
European arm to break even this year.  The US auto group went into
administration in 2009 but opted to retain GM Europe (GME),
including its Ellesmere Port Vauxhall Astra plant, rather than
dispose of it in a cost cutting drive, Daily Post recounted.
Daily Post related that first quarter results released by
GM showed a more than tripling of profits for the group, and a
continuing trend of falling losses in Europe, which should lead to
break even by the year end.  GME's results improved by GBP363
million on an earnings before interest and tax-adjusted (EBIT)
basis, compared with the same quarter last year, and the group
said it achieved a "significant milestone" by delivering break-
even results on that basis, Daily Post disclosed.

                       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.


GMX RESOURCES: S&P Puts 'CCC+' Corp. Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' corporate credit rating, on Oklahoma City, Okla.-based
oil and gas exploration and production company GMX Resources
Inc. on CreditWatch with negative implications.

"The rating actions follow the company's announcement that it will
conduct a debt exchange offer for its $200 million 11.375% senior
unsecured notes due 2019," said Standard & Poor's credit analyst
Paul B. Harvey. "The ratings were placed on CreditWatch negative
due to the potential to lower ratings in the near term, if we
assess the transaction as resulting in impaired value to
current bondholders. Bondholders representing the minimum required
participation of 50.1% were pre-committed at the time of the
announcement, and have agreed to backstop $100 million of new
secured notes."

The tender offer has three alternatives: to maintain ownership of
the existing 11.375% senior notes, to exchange $1,000 principle of
the existing notes for $750 principle amount of new 11% senior
secured notes due 2017, or to exchange $1,000 face value of the
existing notes for $971.4 of new notes and agree to purchase 60%
($600) of a new 11% secured note. GMX expects to receive a
minimum of $100 million and maximum of $120 million of proceeds
from the issuance of new 11% senior secured notes.

"The ratings on GMX will remain on CreditWatch with negative
implications while we assess the potential impact to bondholders.
We expect to resolve the CreditWatch within the next 30 days. If
the transaction is viewed as a distressed exchange, we would lower
the corporate credit and issue ratings on GMX to 'CC'.
Subsequently, at the close of the exchange offer we would lower
the corporate credit rating to 'SD' (selective default) and lower
our rating on the issue repurchased under the tender offer to 'D'
(default)," S&P stated.

"Shortly thereafter, we would expect to assign corporate credit
and issue ratings to GMX based on our assessment of its credit
risk and capital structure following the completion of the tender
offer," S&P said.

If the transaction is not viewed as distressed, Standard & Poor's
will re-assess the current ratings on GMX in light of the new
capital structure and liquidity relative to future capital
spending levels, as well as the expected success of its 2012
drilling program.


GRAY TELEVISION: Reports $1.9 Million Net Income in 3rd Quarter
---------------------------------------------------------------
Gray Television, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.98 million on $76.51 million of revenue for the three months
ended Sept. 30, 2011, compared with net income of $5.51 million on
$85.34 million of revenue for the same period during the prior
year.

The Company also reported net income of $1.46 million on
$222.46 million of revenue for the nine months ended Sept. 30,
2011, compared with net income of $1.30 million on $231.46 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.23
billion in total assets, $1.08 billion in total liabilities,
$31.33 million in preferred stock and $125.45 million in total
stockholders' equity.

                        About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GREEN ENDEAVORS: Swings to $24,300 Profit in Third Quarter
----------------------------------------------------------
Green Endeavors, Inc., filed its quarterly report on Form 10-Q,
reporting income of $24,323 on $707,763 of total revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$87,904 on $548,385 of total revenue for the same period a year
ago.

The Company had ported a net loss of $112,799 on $2.1 million of
total revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $187,586 on $1.6 million of total revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.1 million
in total assets, $4.4 million in total liabilities, and a
stockholders' deficit of $3.3 million.

As reported by the TCR on April 1, 2011, Madsen & Associates
CPA's, Inc., in Salt Lake City, Utah, expressed substantial doubt
about Green Endeavors' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company will need additional working capital for
its planned activity and to service its debt.

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

                       http://is.gd/Lpzrab

Salt Lake City, Utah-based Green Endeavors, Inc., runs two high-
quality hair care salons.


GREYSTONE PHARMA: Trustee Hires KraftCPAs for Accounting Svcs.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized Kevin Crumbo, Chapter 11 trustee of Greystone
Pharmaceuticals, to employ KraftCPAs Turnaround & Restructuring
Group PLLC and its affiliates to provide these services:

   (a) general & investigative accounting; and

   (b) bookkeeping and preparation of reports, including but not
       limited to monthly operating reports and any other
       necessary accounting reports.

The firm will be paid on an hourly fee basis, with an hourly rate
of $65 to $275 for staff and an hourly rate of $350 to $420 for
principals/members.

The Trustee asserts that employment on such terms is in the best
interests of the estate.

To the best of the Trustee's knowledge, Kraft is disinterested,
and has no connection the Debtor, with its creditors or any other
party in interest, or their respective attorneys.

               About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


HARRISBURG, PA: Should Stop Hirings & Hike Fees, Walker Says
------------------------------------------------------------
American Bankruptcy Institute reports that Harrisburg, the
bankrupt Pennsylvania capital that faces a state takeover, must
freeze hiring and nonessential purchases and increase parking and
business fees, said C. Alan Walker, Pennsylvania's community and
economic development secretary.

                        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.


HMC/CAH CONSOLIDATED: Section 341(a) Meeting Scheduled for Nov. 15
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of HMC/CAH Consolidated, Inc., on Nov. 15, 2011, at 1:30 p.m.  The
meeting will be held at US Courthouse, Roomm 2110A, 400 E. 9th
St., Kansas City, MO.

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

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

                     About HMC/CAH Consolidated

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

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


HOMELAND SECURITY: Completes Sale of Subsidiary to Perma-Fix
------------------------------------------------------------
Homeland Security Capital Corporation announced the completion of
the sale of its Safety and Ecology Holding Corporation subsidiary,
an environmental services company, to Perma-Fix Environmental
Services, Inc.

On July 15, 2011, HOMS entered into a definitive agreement to sell
all of the capital stock of its wholly-owned subsidiary, SEC, to
Perma-Fix.

C. Thomas McMillen, HOMS Chairman and CEO, stated, "SEC has been a
strong performing subsidiary during the past three and a half
years.  We have made the strategic decision to pursue different
lines of business."  McMillen continued, "The proceeds from the
sale of SEC will be used to pay down debt which will considerably
strengthen our balance sheet."

SunTrust Robinson Humphrey acted as exclusive financial advisor to
Homeland Security Capital Corporation for the transaction.

As previously announced, the sale of Nexus Technologies Group was
completed on Aug. 19, 2011.  Shareholders can review the terms
associated with both the SEC and Nexus sales at www.sec.gov.

                       About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

At Dec. 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.

The Company reported a net loss of $3.98 million on $0 of revenue
for the year ended June 30, 2011, compared with net income of
$2.04 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $33.73
million in total assets, $40.35 million in total liabilities,
$169,768 in warrants payable, and a $6.79 million total
stockholders' deficit.

Coulter & Justus, P.C., in Knoxville, Tennessee, noted that
related party senior notes payable totaling $19,725,040 are due
and payable, the Company has incurred a loss from operations for
year ended June 30, 2011, and has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.

As reported by the TCR on Aug. 10, 2011, Homeland Security entered
into a Forbearance Agreement by and among YA Global Investments,
L.P., as lender, Homeland Security Advisory Services, Inc.,
Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant
to which the Lender agreed to forbear from exercising its rights
and remedies under the Financing Documents and applicable law with
respect to one or more Events of Default that have occurred and
are continuing as a consequence of the Company having failed to
pay, when due at maturity, all outstanding principal and accrued
and unpaid interest under the Company's outstanding debt with the
Lender.


HORIZON LINES: Posts $126.4 Million Net Loss in Q3 Ended Sept. 25
-----------------------------------------------------------------
Horizon Lines, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $126.4 million on $321.9 million of
revenue for the three months ended Sept. 25, 2011, compared with
net income of $7.7 million on $297.6 million of revenue for the
three months ended Sept. 19, 2010.

The Company had a net loss of $165.9 million on $914.8 million of
revenue for the nine months ended Sept. 25, 2011, compared with a
net loss of $1.8 million on $863.7 million of revenue for the
nine months ended Sept. 19, 2010.

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

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.

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                           Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

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

                        http://is.gd/cfQbqx

                        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.

                          *     *     *

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.


J.C. EVANS: Reschedules Auction of Quarry Assets to Nov. 14
-----------------------------------------------------------
JCE Delaware, Inc., et al., notified the U.S. Bankruptcy Court for
the Western District of Texas of the extension of bid deadline and
rescheduled auction date regarding auction of quarry assets -- a
700-acre quarry, and certain heavy equipment and stone inventory
related thereto.

The Debtors disclosed that the new deadline to receive bids is
Nov. 9, 2011, and the new date for auction is Nov. 14.  The
auction will occur on the new date, but at the same time and
location as originally noticed, i.e., beginning at 10:00 a.m.
central time, at the San Antonio offices of the Debtors' counsel
Cox Smith Matthews Incorporated, 112 E. Pecan St., Suite 1800, San
Antonio, Texas.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Debtors proposed a Nov. 3 deadline for submission of offers to
purchase the quarry assets, deadline for any party desiring to
make a credit bid to have obtained a court order authorizing the
credit bid and amount; and a Nov. 10 auction.

The Debtor related that, in consultation with its financial
advisors who are assisting in connection with the auction process,
determined that a short extension of the deadline for receiving
bids on the quarry assets and a corresponding short rescheduling
of the auction, would assist parties evaluating whether they wish
to participate in the auction in completing their evaluation and,
if applicable, submitting the documents and deposits required to
become a qualifying bidder and thus attend the auction.

The hearing to approve any bid accepted by the Debtors as a
consequence of the auction will be held as originally set before
the Bankruptcy Court at 10:00 a.m. central time, on Nov. 17.

In a separate filing, the Court authorized First State Bank to
bid up to the amount of $22,000,866 in credit, representing the
alleged principal amount of its debt claimed to be owed by one or
more of the Debtors.

The Court also ordered that if the Bank chooses to make a credit
bid and is the ultimately successful bidder, it will pay in cash
at closing for these:

   a. The successful bid on any of the assets on which the Bank
   does not claim a lien, including specifically but without
   limitation the Unsecured Assets;

   b. The cure costs on any of the Debtors' leases or executory
   contracts that are assumed by the Debtors and assigned to the
   Bank in connection with the auction;

   c. The costs of sale incurred by the Debtors as are typically
   allocated to the seller on real estate transactions;

   d. The fee ultimately determined by the Bankruptcy Court to be
   payable to the Debtors' financial advisors retained to assist
   in connection with the auction of the quarry assets.

   e. The amounts of the Surety's pari passu Debtor-in-Possession
   financing interest in the assets conveyed to the Bank in
   connection with the auction, per the terms of the Court's final
   cash collateral/DIP financing order.

The required the Bank, as a predicate to making any credit bid, to
establish a separate escrow account and transfer the sum of
$1,000,000 to the account, as the good faith deposit required
under the Debtors' motion to approve bid procedures and the bid
procedures order.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., will provide
financial advisory services.  Butler Burgher Group LLC will
provide real estate appraisal services with regard to the
valuation of the Debtors' headquarters and warehouse properties,
consisting of 28 acres near Leander, Texas.  In its petition, JC
Evans disclosed $51,543,030 in assets and $74,203,554 in
liabilities as of the Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


J.C. EVANS: Has Continued Access to Creditors' Cash Collateral
--------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized JCE Delaware, Inc., et al.,
to use cash collateral and, if necessary, borrow under the
Sept. 21, 2011, final order.

Pursuant to the final order, the Debtors are authorized to: (i)
obtain postpetition financing and to grant senior liens, junior
liens and superpriority administrative expense status; and (ii)
use of cash collateral from contracts bonded by Liberty Mutual
Insurance Company and/or Safeco Insurance Company and provide
adequate protection.

The Court overruled the objection of First State Bank Central
Texas to the Debtors' proposed November 2011 budget.

The Court also ordered that:

   -- the Debtor, through Blake Kuhlman, is to provide a budget
   reconciliation comparing actual expenditures and receipts to
   the amounts budgeted under the Sept. 8, budget by Nov. 4; and

   -- all remaining relief is denied, except Bank is permitted to
   request a 2004 exam and all further requests are carried to a
   hearing on Nov. 22, at 10:00 a.m.

In this relation, the Debtors, Surety, and the Official Committee
of Unsecured Creditors entered into a stipulation to clarify that,
subject to the rights Surety has under any debtor-in-possession
financing liens for new money advanced and accrued interest:

   1. Surety did not hold any liens on these properties owned by
   the Debtors prior to the petition date i.e. Aug. 1, 2011:

   a. that certain Option Agreement contained within a Farm and
   Ranch Contract dated Feb. 17, 2005, providing for an option to
   purchase an additional 100 acre tract in Williamson County,
   Texas; and

   b. those certain motor vehicles owned by the Debtors which are
   evidenced by certificates of title.

   2. With respect to these properties, the Surety requires
   additional time in order to complete its due diligence to
   determine if it intends to assert a lien against those
   properties and the Debtors and Committee are willing to allow
   Surety additional time to complete its due diligence but
   preserve all of their respective rights and claims with respect
   to the properties:

   a. that certain 5 acre tract located in Williamson County,
   Texas; and

   b. that certain 1 acre tract of land located in Williamson
   County, Texas.

The Committee is represented by:

         Richard M. Roberson, Esq.
         GARDERE WYNNE SEWELL LLP
         1601 Elm Street, Suite 3000
         Dallas, TX 75201
         Tel: (214) 999-3000
         Fax: (214) 999-3955
         E-mail: rroberson@gardere.com

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., will provide
financial advisory services.  Butler Burgher Group LLC will
provide real estate appraisal services with regard to the
valuation of the Debtors' headquarters and warehouse properties,
consisting of 28 acres near Leander, Texas.  In its petition, JC
Evans disclosed $51,543,030 in assets and $74,203,554 in
liabilities as of the Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


JEFFERSON COUNTY: Files Biggest U.S. Municipal Bankruptcy
---------------------------------------------------------
Jefferson County, Alabama, filed the biggest U.S. municipal
bankruptcy on Wednesday after an agreement among elected officials
and investors to refinance $3.1 billion in sewer bonds fell apart.

The county, home to Birmingham, the state's most-populous city,
disclosed assets and debt of more than $1 billion in Chapter 9
papers (Bankr. N.D. Ala. Case No. 11-05736-9) filed Nov. 9 in
Birmingham.

According to Bloomberg News, the county's bankruptcy attorney,
Kenneth Klee, Esq., said the filing was necessary because talks
with creditors and the receiver in charge of the sewer system
built by the bonds broke down.

"There was an impasse reached," Mr. Klee said in an interview with
Bloomberg. "None of the creditors -- zero -- signed up to the deal
that we have been negotiating for six weeks."

Mr. Klee is the founding member of Klee Tuchin Bogdanoff & Stern
LLP.  He is considered to be a municipal-bankruptcy expert, having
handled Orange County, Calif.'s bankruptcy in 1994.  Jefferson's
bankruptcy beats the record of $1.7 billion set by Orange County.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

In September this year, Jefferson County's major creditors, which
include JPMorgan Chase & Co., signed tentative agreements to
reorganize the sewer debt.  County officials said at the time that
JPMorgan would provide $750 million of about $1.1 billion in
concessions.  By October, the tentative deal began to fall apart
as disagreements emerged among Jefferson County's 25 state
lawmakers.  The deal required action by the state Legislature to
help the county close its budget deficit, create an independent
sewer authority and give state moral-obligation backing to new
sewer debt.

The county and bondholders are about $140 million apart on how
much sewer debt the county can bear, Mr. Klee said, according to
the Bloomberg report.  The county would accept $2.05 billion,
while creditors demanded more, he said.

The county also differed with the court-appoint receiver who runs
the plant that was built with the defaulted bonds.  The county was
willing to raise rates paid by residents by 8.2% initially. The
receiver wanted an 8.4% hike, Mr. Klee said. Both sides agreed
that more hikes would come in the years that followed.

Thomas B. Bennett, chief judge of U.S. Bankruptcy Court in
Birmingham, was named to oversee the case by the head of the
11th Circuit Court of Appeals. The first hearing in the case
will be at 10 a.m. today, Nov. 10, said a person who answered the
phone in Judge Bennett's chambers who declined to be identified.

Kelly Nolan, writing for Dow Jones Newswires, reports that the
county's five commissioners voted 4-1 to file the bankruptcy, two
people in attendance at the meeting said.  Commissioner George
Bowman placed the dissenting vote, one said.

Dow Jones relates Gov. Robert Bentley, who has expressed his
support for a negotiated settlement, said he was disappointed in
the filing.  "Bankruptcy will negatively impact not only the
Birmingham region, but also the entire state," he said.

Dow Jones also reports that a spokesman for JPMorgan said the bank
had worked "very hard" with the county and other creditors to
avoid a filing, offering "substantial financial concessions to
make the deal happen."  He added that the bank "will continue to
work toward a fair and reasonable solution for the county and all
creditor constituents involved."

Mr. Klee may be reached at:

          Kenneth N. Klee, Esq.
          KLEE TUCHIN BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067-6049
          Tel: 310-407-4080
          Fax: 310-407-9090
          E-mail: kklee@ktbslaw.com

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.


JEFFERSON COUNTY: Chapter 9 Case Summary & Creditors List
---------------------------------------------------------
Debtor: Jefferson County, Alabama
        Room 280 Courthouse
        716 North Richard Arrington Jr.
        Birmingham, AL 35203

Bankruptcy Case No.: 11-05736

Chapter 9 Petition Date: Nov. 9, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Thomas B. Bennett

Debtor's Counsel: Christopher L. Hawkins, Esq.
                  BRADLEY ARANT BOULT CUMMINGS LLP
                  One Federal Place
                  1819 Fifth Avenue North
                  Birmingham, AL 35203
                  Tel.: (205) 521-8556
                  E-mail: chawkins@babc.com

                  James Blake Bailey, Esq.
                  BRADLEY ARANT BOULT CUMMINGS LLP
                  1819 Fifth Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 521-8913
                  Fax: (205) 488-6913
                  E-mail: jbailey@babc.com

                  Jay R. Bender, Esq.
                  One Federal Place
                  1819 Fifth Avenue North
                  Birmingham, AL 35203-2105
                  Tel: (205) 521-8645
                  E-mail: jbender@ba-boult.com

                  Jennifer Harris Henderson, Esq.
                  BRADLEY ARANT BOULT CUMMINGS LLP
                  One Federal Place
                  1819 Fifth Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 521-8400
                  Fax: (205) 408-6400
                  E-mail: jhenderson@babc.com

                  John Patrick Darby, Esq.
                  BRADLEY ARANT BOULT CUMMINGS LLP
                  One Federal Place
                  1819 Fifth Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 521-8000
                  Fax: (205) 488-6332
                  E-mail: pdarby@babc.com

Estimated Assets: More than $1 billion

Estimated Debts:  More than $1 billion

The petition was signed by David Carrington, president.

A list of Jefferson County's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/alnb_11-05736-list.pdf


KINETIC CONCEPTS: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Antonio-based medical technology company Kinetic
Concepts Inc. (KCI) to 'B' from 'BB+'.

This follows the completion of the company's LBO by private-equity
firm Apax Partners L.P., the Canada Pension Plan Investment Board,
and the Public Sector Pension Investment Board, and is consistent
with the expected actions stated in our CreditWatch listing.

"Our rating on KCI was removed from CreditWatch, where it was
placed with negative implications on July 8, 2011; the rating
outlook is stable. At the same time, we withdrew our issue level
and recovery ratings on all of the company's pre-LBO debt, which
was retired as part of the transaction," said Standard & Poor's
credit analyst Jesse Juliano.

"The rating on San Antonio, Texas-based medical technology company
Kinetic Concepts Inc. overwhelmingly reflects the company's highly
leveraged financial risk following its LBO. Initial adjusted debt
to EBITDA, per our calculations, is over 7.0x. We expect this
ratio to quickly drop to about 6.4x in 2012 because of the
elimination of patent royalty payments to Wake Forest and the
company's cost-saving initiatives; Wake Forest's patents were
found to be invalid in 2010. Notwithstanding this modest
deleveraging, we expect funds from operations to debt in 2012 to
remain weak (5%) given the company's high interest expense. We
believe KCI will operate with a stretched financial risk profile
for at least the next two years. We view its pro forma liquidity
profile as adequate," S&P related.

"We continue to view KCI's business risk profile as fair, given
its significant dependence on vacuum-assisted closure (VAC)
devices (70% of 2010 revenues), despite the company's well-
entrenched market positions in VAC devices and rapidly growing
products in its LifeCell division. While we do not foresee a
significant near-term impact, product concentration exposes the
company to competitive technological developments and potential
third-party pricing pressure. Furthermore, KCI's primary
competitor, Smith & Nephew, has been aggressively marketing its
wound therapy product, which we believe will continue to somewhat
limit pricing and growth of the VAC. However, KCI largely has been
able to maintain its revenues, and we believe Smith & Nephew's
market share will remain very small," S&P added.


LOS ANGELES DODGERS: Court Denies Bid to Cut Legal Fees
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Tuesday denied the U.S. trustee's bid to slash
more than $350,000 from the tab of the Los Angeles Dodgers LLC's
counsel -- Dewey & LeBoeuf LLP and Young Conaway Stargatt & Taylor
LLP -- finding that the questioned work was essential to the case.
The contested fees stem from the early stages of the case, when
the firms sought to win approval of a $150 million debtor-in-
possession loan for the team from a hedge fund, Highbridge Capital
Management LLC.

As reported by the Troubled Company Reporter, Bankruptcy Judge
Kevin Gross in July ruled that the Dodgers could not use the $150
million loan from its preferred lender, Highbridge, because a
better loan was available -- specifically, the financing the Major
League Baseball offered.  MLB offered a loan that comes on an
unsecured basis, at a reduced interest rate and without nearly $10
million in fees the team committed to pay Highbridge, a hedge-fund
manager owned by J.P. Morgan Chase & Co.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: Fox Says MLB Deal Isn't 'Foregone Conclusion'
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that lawyers for Fox
Sports say the settlement between Major League Baseball and the
Los Angeles Dodgers that calls for embattled owner Frank McCourt
to sell the team and its lucrative broadcast rights isn't a done
deal.

As reported in yesterday's edition of the TCR, Major League
Baseball and Los Angeles Dodgers owner Frank McCourt have agreed
to the terms of the auction of the club.  People familiar with the
talks told the Wall Street Journal that under a deal hammered out
during two weeks of intense negotiations last month, MLB won't
oppose Mr. McCourt and his advisers' efforts to solicit separate
bids for the team and the future media rights to its games.  The
sources said the structure of the auction was the biggest of
several concession MLB made to get Mr. McCourt to agree to sell
the Dodgers. They were designed to allow Mr. McCourt to reap as
much money as possible from the sale of the team.  The auction is
expected to fetch offers of more than $1 billion for the team and
its related assets.  The Journal says the parties are expected to
submit a plan in bankruptcy court in the coming days.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LAS VEGAS RAILWAY: John Zilliken Resigns as COO
-----------------------------------------------
John M. Zilliken has resigned effective Oct. 28, 2011, his
position as Chief Operating Officer.  Mr. John M. Zilliken
resigned for personal reasons and has no disputes or disagreements
with the Company.  The Company has subsequently eliminated the
position of Chief Operating Officer and created a new Vice
President position, Vice President Passenger Services, which is
currently unfilled.

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly
Liberty Capital Asset Management, Inc. was formed March 9, 2007,
as Corporate Outfitters, a development stage company.  On Nov. 3,
2008, with a share exchange, asset purchase agreement the Company
acquired Liberty Capital Asset Management, a Nevada corporation,
formed in July of 2008 as a holding company for all the assets of
CD Banc LLC in contemplation of the company going public via a
reverse merger into a publicly trading corporation.

CD Banc LLC was formed in 2003 as a Nevada limited liability
corporation with the purpose of acquiring real estate assets and
holding them for long-term appreciation.

The Company acquired Las Vegas Railway Express (LVRE) in
January 2010 and began its operations as the primary business of
the Company.  The Company subsequently changed its name from Las
Vegas Railway Express, to Las Vegas Railway Express, Inc., and is
traded under the symbol XTRN.OB.

The Company's balance sheet at June 30, 2011, showed $894,758 in
total assets, $1.89 million in total liabilities and a $997,404
total stockholders' deficit.

As reported by the TCR on June 28, 2011, Hamilton, PC, in Denver,
Colorado, expressed substantial doubt about the Company's ability
to continue as a going concern following the 2010 results.  The
independent auditors noted that the Company suffered recurring
losses from operations.


LOCAL INSIGHT: Judge Approves Chapter 11 Plans
----------------------------------------------
U.S. Bankruptcy Judge Kevin Gross on Thursday confirmed the
reorganization plans of Local Insight Media Holdings and Caribe
Media Inc., which will slash a combined $1 billion in debt from
the related phone directory publishers' balance sheets.

Lance Duroni at Bankruptcy Law360 reports that Judge Gross
approved the plans after an uncontested confirmation hearing.
Ross Kwasteniet of Kirkland & Ellis LLP, an attorney for both
debtors, said both plans had near unanimous support from creditors
entitled to vote.

Local Insight's Plan is predicated on the notion that the Company
and creditors would win a lawsuit to void the lien on what's known
as the Berry assets.  The plan calls for giving new stock to the
holders of the $339.3 million secured claim.  The disclosure
statement says the lenders' recovery will range between 20% and
28%.  The holders of up to $7 million in what are known as Regatta
unsecured claims will take home 13% in cash.  There is a long list
of creditors to receive nothing. The classes being wiped out and
their claims include LIM Finance II term loans ($119.8 million);
LIM Finance subordinated notes ($80.7 million); and LIM Finance
term loans ($138.1 million).  Emergence from Chapter 11 will be
financed by a new $35 million loan. The existing first-lien
lenders have the right to participate in the loan.

Under the Plan, Local Insight would emerge with a new credit
facility and total debt reduced by more than 90%.  The Company's
senior secured debt would be exchanged for equity in the
reorganized company.  The Plan was supported by the steering
committee of the Company's prepetition senior secured lenders.

Caribe Media's 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 noting under the plan.

The U.S. Trustee had objected to Caribe Media's plan, saying it
wasn't proper to give a release to venture capital investor Welsh,
Carson, Anderson & Stowe, whose funds control the equity.

                       About Local Insight

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

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

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

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

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

                        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.

Local Insight Media is also a debtor in its own Chapter 11 in
Delaware.  Local Insight Media filed in 2010.  Lawyers at Kirkland
and Pachulski served as counsel to Local Insight Media.


LODGENET INTERACTIVE: Files Form 10-Q, Posts $2MM Q3 Net Income
---------------------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting net income of $2.04 million on $106.84 million of total
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $1.67 million on $113.79 million of total revenues
for the same period during the prior year.

The Company also reported a net loss of $1.78 million on
$321.21 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $7.32 million on
$344.91 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $408.96
million in total assets, $460.01 million in total liabilities and
a $51.05 million total stockholders' deficiency.

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

                        http://is.gd/pw1ue1

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOS GATOS HOTEL: Can Access GCCFC 2006-GG7's Cash Until Jan. 6
--------------------------------------------------------------
The Hon. Arthur S. Weissbrodt U.S. Bankruptcy Court for the
Northern District of California approved the agreement between the
Los Gatos Hotel Corporation and GCCFC 2006-GG7 Los Gatos Lodging
Limited Partnership, extending the cash collateral use.

Pursuant to the agreement:

   -- As additional protection, and in order to provide both
secured creditor and Debtor with a period in which to evaluate the
financial performance, management, marketing and other operations
of Debtor, Folio and Summit, and in order that Debtor show
progress toward a reorganization and repayment of the Loan, the
Debtor will meet these: (i) the Debtor's authorization to use
secured creditors cash collateral will automatically terminate,
absent further Order of the Court; (ii) if the Debtor does not
obtain entry of an order confirming the Plan, as it may have been
amended, on or before Jan. 6, 2012.  If not sooner terminated, any
authorization for Debtor to use cash collateral will terminate on
Jan. 7, 2012, absent the written consent of secured creditor or an
order of the Court after notice and hearing.

   -- All other terms of the order entered on March 29, 2011, will
remain the same.  The provisions to the amendment to agreed final
order will only affect the respective interests of the Debtor and
secured creditor and no other party.

As reported in the Troubled Company Reporter on Jan. 5, 2011, in
2006, the Debtor refinanced its debt on Hotel Los Gatos through
a loan from Greenwich Capital Financial Products, Inc., which was
evidenced by a promissory note in the amount of $12 million,
payable over a period of five years, and coming due in full in
March 2011.  The Debtor is informed, but hasn't confirmed, that
the Loan was subsequently bundled with other loans and sold as
part of a commercial mortgage-backed security to Greenwich Capital
Commercial Funding Corp.  GCCFC 2006-GG7 Los Gatos Lodging Limited
Partnership claims that it currently holds the Loan, which is
serviced by LNR Partners, LLC.  As of the petition Date, the
principal balance of the Loan had been reduced to $11,606,981.
LNR has claimed that penalties and interest in arrears total
approximately $1.5 million.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtor will grant
the lender a replacement lien on the Debtor's postpetition cash,
accounts receivable and revenues, to the same extent, validity and
priority as any lien on cash collateral held by the lender as of
the Petition Date.  According to the Debtor, the lender's interest
is also adequately protected by an equity cushion and by the
revenue generated from the Debtor's postpetition operation.

The secured creditor is represented by Walter J. Greenhalgh, Esq.,
at DUANEMORRIS LLP.

                          About Los Gatos

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Calif. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Calif. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


MANTECH INTERNATIONAL: Moody's Keeps 'Ba1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has raised the speculative grade
liquidity rating of ManTech International Corp., to SGL-1 from
SGL-2, reflecting the company's much stronger liquidity profile
following the recently executed $500 million, five-year revolving
credit facility. ManTech's existing ratings, including the
corporate family rating of Ba1, are unaffected. The rating outlook
is stable.

Ratings:

Corporate Family, unchanged at Ba1

Probability of Default, unchanged at Ba1

$200 million 7.25% Guaranteed Senior Unsecured Notes due 2018,
unchanged at Ba2, to LGD5, 70% from LGD4, 66%

Speculative Grade Liquidity, to SGL-1 from SGL-2

Outlook, Stable

RATINGS RATIONALE

The speculative grade liquidity rating of SGL-1 denotes a very
good liquidity profile. At the October 12, 2011 close of the
first-lien $500 million revolving credit facility (unrated), no
borrowings existed under the line while letters of credit
utilization was minimal. Expectation of free cash flow generation,
lack of near-term debt maturities and the large size of the
revolving credit line support the liquidity profile's strength.
The SGL-1 includes consideration of the $90 million acquisition of
Worldwide Information Network Systems Inc., expected to close
later this month, which will be funded by existing balance sheet
cash. At September 30, 2011 the company had $182 million in cash.

Existing ratings and the stable rating outlook are unchanged. High
backlog, strong cash flow characteristics and low financial
leverage support the Ba1 corporate family rating. Moody's thinks
the company will make further acquisitions to boost scale and
further position itself for the upcoming period of tighter U.S.
defense spending. Moody's expects that declining defense budgets
will pressure ManTech's revenues in coming years, though a
significant near-term revenue decline appears unlikely. Financial
flexibility from very good liquidity and a conservative balance
sheet add resilience.

Upward momentum on the CFR would depend on a significantly larger
revenue base and confidence of debt to EBITDA sustained below 2x
with free cash flow to debt above 15%. Downward rating pressure
would likely follow debt to EBITDA approaching 3x, EBITDA margin
declining below 9% or a weakening of the free cash flow generation
level. Moody's expects that the company may utilize its revolving
credit facility to fund acquisitions through 2012. Strength of the
liquidity profile could diminish if the availability level were to
substantially decline.

The principal methodology used in rating ManTech was the Global
Aerospace and Defense Industry Methodology published in June 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

ManTech International Corporation ("ManTech") is a technology
service provider to the U.S. Department of Defense, intelligence
community, Departments of Homeland Security, Justice & State
departments and other civilian branches of the federal government.
Principal services include systems engineering and integration,
software, enterprise & security architecture, information
assurance and processing, cyber security and logistical support.
Revenues in the last twelve months ended September 30, 2011 were
$2.9 billion.


MARANI BRANDS: Asher Enterprises Discloses 5.3% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., disclosed that it
beneficially owns 10,833,333 shares of common stock of Marani
Brands, Inc., representing 5.32% based on the total of 203,732,172
outstanding shares of common stock.  A full-text copy of the
filing is available for free at http://is.gd/fXx6tt

                        About Marani Brands

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

The Company's balance sheet at March 31, 2010, showed $1,137,841
in assets and $3,188,227 of liabilities, for a stockholders'
deficit of $2,050,386.

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about the Company's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended June 30, 2009, and 2008.
The auditing firm said that the Company's viability is dependent
upon its ability to obtain future financing and the success of its
future operations.

"As of March 31, 2010, the Company has an accumulated deficit of
$19,595,756.  The Company's current business plan requires
additional funding beyond its anticipated cash flows from
operations.  These and other factors raise substantial doubt about
the Company's ability to continue as a going concern."

The Company notified the U.S. Securities and Exchange Commission
that due to certain events occurring in the Company's third and
fourth quarters, and the complexity of the review required, the
Company is unable to file the Form 10-K for the fiscal year ended
June 30, 2010, by Sept. 28, 2010, without unreasonable effort or
expense.


MATTRESS HOLDING: Moody's Says IPO Positive for 'B3' CFR
--------------------------------------------------------
Moody's Investors Service stated that Mattress Holding Corp.'s
(Mattress) announcement that its parent, Mattress Firm Holding
Corp. (Mattress Firm), has launched an initial public offering
could have positive implications for the company's B3 corporate
family and probability of default ratings, and B1 senior secured
credit facility rating.

"We view the potential IPO favorably due to the specified use of
proceeds being designated for debt reduction," stated Moody's
analyst Mariko Semetko. Mattress Firm's consolidated debt includes
a total of $178 million of subordinated debt, convertible notes
and PIK notes that will be repaid or converted to equity upon the
consummation of the IPO. In the event the IPO and use of proceeds
are successfully executed as proposed, Mattress's $230 million
secured term loan due in 2014 will be the only outstanding funded
debt remaining. The company also has a $25 million revolving
credit facility. At closing of the IPO, Moody's does not expect
any material outstanding balances under the revolver aside from
minor letters of credit.

For the latest twelve month period ended August 2, 2011,
debt/EBITDA (adjusted for holding company debt and capitalized
operating leases) approached 7.3 times. Moody's projects that a
reduction of roughly $178 million of debt will likely cause
debt/EBITDA to decrease to around 6.0 times. "This will be a
meaningful improvement in leverage and is credit positive.
Debt/EBITDA below 6.5 times and EBITA/interest expense exceeding
1.5 times would prompt us to consider a possible upgrade," said
Semetko.

Moody's will continue to monitor the IPO process and assess the
impact on Mattress's ratings and outlook.

"The principal methodology used in this rating was the Global
Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Mattress Holding Corp. is a leading specialty retailer of
conventional and specialty mattresses, operating about 620 stores
throughout the Southern and Midwestern United States primarily
under the Mattress Firm banner. Revenues for the latest twelve
month period ended August 2, 2011 approached $600 million.


MCCLATCHY CO: Files Form 10-Q, Posts $9.4 Million Q3 Net Income
---------------------------------------------------------------
The McClatchy Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $9.40 million on $300.22 million of net revenues for the three
months ended Sept. 25, 2011, compared with net income of
$11.92 million on $327.71 million of net revenues for the three
months ended Sept. 26, 2010.

The Company also reported net income of $12.38 million on
$918.20 million of net revenues for the nine months ended Sept.
25, 2011, compared with net income of $21.40 million on $1 billion
of net revenues for nine months ended Sept. 26, 2010.

The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.

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

                        http://is.gd/mujIL3

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

                           *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MEDIA GENERAL: Files Form 10-Q, Incurs $29.8 Million Q3 Net Loss
----------------------------------------------------------------
Media General, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, reporting a net loss
of $29.83 million on $144.74 million of total revenues for the
three months ended Sept. 25, 2011, compared with a net loss of
$10.65 million on $163.21 million of total revenues for the three
months ended Sept. 26, 2010.

The Company also reported a net loss of $71.01 million on
$448.47 million of total revenues for the nine months ended Sept.
25, 2011, compared with a net loss of $31.68 million on
$488.23 million of total revenues for the nine months ended Sept.
26, 2010.

The Company's balance sheet at Sept. 25, 2011, showed
$1.08 billion in total assets, $985.24 million in total
liabilities, and $97.30 million in total stockholders' equity.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MELTING POT: Investor Group Offers $1.385-Mil. for Restaurant
-------------------------------------------------------------
Jim Hammerand, staff reporter at Minneapolis/St. Paul Business
Journal, reports that the owners of The Melting Pot in downtown
Minneapolis are poised to lose the restaurant in a bankruptcy
sale, and their creditors say mismanagement, not the economy, is
to blame.

According to the report, the fondue franchise likely will be sold
to an investor group led by a veteran Melting Pot franchisee who
has successfully run the business under a court order since July.

"There's nothing wrong with the restaurant," said Michael Stead,
operating partner of Minneapolis-based TSSN Inc., which has
tendered a $1.385 million offer to purchase the business.  The
offer has the support of the court-appointed trustee and Tampa."


MF GLOBAL: Sold $1.5BB in Euro Debt at Loss Before Bankruptcy
-------------------------------------------------------------
Aaron Lucchetti, writing for The Wall Street Journal, reports that
a person familiar with the matter said MF Global Holdings Ltd.
sold about $1.5 billion of its European sovereign-debt holdings
just before the bankruptcy filing.  The sales came largely after
MF Global reported a surprisingly steep quarterly loss Oct. 25 and
added up to more than 20% of MF Global's total exposure of $6.3
billion as of Sept. 30.  WSJ relates that according to a person
familiar with the trades, the company sold the positions at a
loss.  The size of the losses couldn't be determined.

The source told the Journal that the remaining $4.8 billion in
sovereign-debt positions that weren't sold were turned over to MF
Global's bankruptcy administrator in the U.K.  According to that
source, the administrator, KPMG, took control of the leftover bets
because the trades were cleared in London.

The Journal says MF Global's overall portfolio was tied to the
bonds of countries such as Italy, Portugal and Spain. As of Sept.
30, more than half of the trades were based on Italian sovereign
bonds.  Most of the securities firm's bets on European sovereign
debt were due to mature in 2012.

                          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.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts.

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: Bankruptcy Felt in Commodity Markets
-----------------------------------------------
Jerry A. DiColo, writing for Dow Jones Newswires, reports that
trading volumes remain depressed across several commodity markets
one week after the collapse of MF Global Holdings Ltd.  Dow Jones
says crude oil, gold and wheat futures in the U.S. have seen a
drop in the number of contracts changing hands over the past week.
Some former MF Global customers are waiting for their accounts to
be unfrozen so they can resume trading.  Others with access to the
trading floor also have stepped back, worried about market
distortions that could emerge due to the events of the past week.

Dow Jones notes that almost instantly after MF Global's filing,
traders on U.S. futures exchanges with accounts at MF Global found
they were unable to buy and sell futures and options.  Some on the
exchange floors of Chicago and New York were physically barred
from trading pits.

According to Dow Jones:

     -- Crude-oil volume on the New York Mercantile Exchange has
        been more than 20% lower than its 200-day average for four
        of the last six trading days.

     -- Gold-futures volume on the Comex has been under the
        200-day moving average every trading day since MF Global's
        collapse, falling 52% below that level Monday.

     -- Wheat futures have fallen as much as 36% below the same
        level last week and remained below the average throughout
        the period until a surge in trading Monday.

Dow Jones relates investors and market watchers said the
uncertainty in Europe also has hurt many markets not traditionally
tied to global economic events, and traders focused on traditional
factors like weather or harvests have reduced some bets.

MF Global was one of the largest clearing firms in the U.S.,
holding $5.5 billion in trading accounts.  A clearing firm works
with exchanges to ensure markets operate smoothly, holding client
funds and posting collateral to back up trades.

According to Dow Jones, even though exchange operator CME Group
Inc. and the bankruptcy trustee have said they are working to get
the accounts unfrozen by Tuesday evening, thousands of traders who
used MF Global to clear trades have been locked out of the market
for more than a week.


MF GLOBAL: Customers May End Up Waiting for Their Cash
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports customers of commodities broker MF Global Inc. may be
forced to file claims to recover the cash and positions the
trustee wasn't able to transfer to other brokers, the president of
the Securities Investor Protection Corp. said Nov. 8.

Four customers filed a motion Nov. 8 in bankruptcy court asking
the judge to force James W. Giddens, the trustee, to distribute 85
percent of the cash in customers' accounts.  They contend it's
undisputed that the trustee has enough cash to cover 88% of
customers' claims for cash.

The trustee's inability to transfer customers' positions and cash
results from a shortfall of about $600 million in the segregated
accounts that were supposed to hold customers' cash, Mr. Rochelle
discloses.

He notes that if customers are required to file claims before they
receive their property, months may elapse until distributions
are made.  First, the bankruptcy judge must set up procedures and
time schedules for filing claims. Once claims are in, the
trustee must decide which are accurate and which aren't. Then,
Mr. Giddens would return to bankruptcy court for authority to make
pro-rata distributions if there is a shortfall.

                          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.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts.

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: Investor Uprising Follows Firm's Crisis
--------------------------------------------------
Investor Uprising, the individual investor's intelligence network,
was among the first media outlets to report that the funds inside
many bankrupt broker MF Global's former customer accounts remain
frozen this morning after the accounts were transferred to new
brokerages.

Investor Uprising Editor-in-Chief, R. Scott Raynovich, a former MF
Global client, began asking questions when his small trading
account was transferred with 75% of the cash and equity missing.
The full story is available here: "MF Global Accounts Moved, Minus
Much of the Cash."

Many former MF Global clients faced immediate margin calls as
their trading positions were transferred to new brokerages without
the full equity or cash credit that backed those positions prior
to the MF Global bankruptcy.

"Communication was not very good and many are wondering where the
money has gone. It's not in the accounts. It's surprising how
poorly the situation was handled," says Raynovich.  "Investor
Uprising felt obligated to report how MF Global is operating in
order to alert individual investors."

Investor Uprising produces in-depth industry reports aimed at
informing individual investors about important long-term trends
and investment ideas.  The Investing in Telecom report is
available for free to any registered user of the website.

                     About Investor Uprising

Investor Uprising is the individual investor's no-nonsense
community for accessing business trends and investment strategies.
Combining expert market commentary, fundamental analysis and on-
the-ground reporting, Investor Uprising helps the reader find the
best investment opportunities in global markets.  Sponsored by PR
Newswire and operated by UBM plc, Investor Uprising's community of
contributors could reach millions of potential business readers
around the world.

                          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: Statman, Harris Probes Board of Directors & Officers
---------------------------------------------------------------
The law firm of Statman, Harris & Eyrich, LLC is investigating
certain officers and the Board of Directors of MF Global Holdings
Ltd. for potential violations of state and federal securities
laws, on behalf of investors who purchased shares in the Company
during the period May 20, 2011 through Oct. 28, 2011.

In a complaint recently filed in the Southern District of New
York, MF Global Holdings Ltd. and certain of its officers and
directors are alleged to have made materially false and misleading
statements or failed to disclose material information related to
the Company's internal financial controls and liquidity levels in
violation of the Securities Exchange Act of 1934.  The Company
filed for Chapter 11 bankruptcy on Oct. 31, 2011 after a $6.3
billion bet on the bonds of some of Europe's most indebted nations
prompted regulator concerns and a credit rating downgrade.  The
Wall Street Journal reported on Nov. 1, 2011 that, according to a
federal official, MF Global told regulators that money was missing
from customers' accounts.  The Company was suspended from trading
on the London Metal Exchange and has been suspended as a clearing
member of CME Group, Inc., one of the largest future markets.  The
Securities and Exchange Commission and Commodity Futures Trading
Commission issued a joint statement stating that MF Global had
reported possible deficiencies in customer accounts.  Jon Corzine,
a former New Jersey Governor who ran MF Global Holdings Ltd.,
resigned as chairman and chief executive of the company on
November 4, 2011.

Shareholders who purchased shares in MF Global Holdings Ltd.
between May 20, 2011 and Oct. 28, 2011 may have a claim and are
encouraged to contact Jeffrey P. Harris, Esq. at 513-345-8181 or
email classaction@statmanharris.com for more information without
any cost or obligation to you.

Statman, Harris & Eyrich, LLC has offices in Chicago, Illinois;
Cincinnati, Ohio; and Dayton, Ohio.

                          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: Singapore Unit in Liquidation, Appoints KPMG
-------------------------------------------------------
Reuters reported that MF Global's Singapore unit said on Tuesday
it has appointed KPMG to oversee the winding down of the company.

The brokerage, which filed for bankruptcy in the United States on
Monday, said the liquidators would try to recall all of its
customers' assets wherever they were situated, the report noted.

"The provisional liquidation of the company does not detract from
the proprietary rights of its customers, particularly in respect
of monies already placed in segregated funds," the brokerage said
in a statement, Reuters cited.

Singapore Exchange (SGX) said in a separate statement that the
appointment of KPMG does not affect the transfer of customers'
derivatives positions on SGX from MF Global to other clearing
members, the report related.

                          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.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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: Sec. 341 Meeting of MF Global Creditors Set for Dec. 5
-----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, will convene a
meeting of the creditors of MF Global Holdings Ltd. and MF Global
Finance USA Inc. on Monday, December 5, 2011, at 3:00 p.m. Eastern
Time.  The location of the meeting is to be determined.

This is the first meeting of creditors under Section 341(a) of the
Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.

                          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.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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: EMC Wants to Transfer Accounts to Peregrine
------------------------------------------------------
EMC Master Fund, Ltd., filed an emergency motion asking the
bankruptcy court to modify the order authorizing the SIPA Trustee
to transfer about 50,000 customer accounts to other clearing firms
to permit EMC Master Fund to immediately transfer a certain
account in its entirety currently held at MF Global Inc. to
Peregrine Financial Group, Inc.

EMC Master asserted that it will suffer irreparable harm if the
Account is not transferred.  The SIPA Trustee opposed the
emergency motion and argued that the relief sought is at odds with
the Court's order.

"If the Court were to grant the relief sought by EMC Master Fund,
MFGI customers as a whole would suffer.  The Account Transfer
mechanism approved by this Court provides, as stated by the CFTC,
'the best available mechanism, albeit one that is imperfect, for
minimizing losses to customers and disruption of markets . . .
notwithstanding the possibility that the planned transfer of
accounts will not prevent all losses or disruption to customers,"
the SIPA Trustee contended.

EMC Master Fund can (i) transfer its account to its desired FCM
once the bulk transfer has occurred; or (ii) transfer the Account
to its desired FCM outside of the bulk transfer process, leaving
any funds, including any collateral for the Account with MFGI, the
Trustee noted.

The Court denied the Emergency Motion and held that the individual
transfer of customer accounts as proposed by EMC Master Fund Ltd.
is not practicable under the circumstances.  The Court added that
"the mechanism for bulk transfer of accounts proposed by the
Trustee and supported by SIPC and the CFTC is designed to limit
customer losses within the tight time constraints imposed by
applicable law for transfer or liquidation of customer accounts."

The Court pointed out that the same tight time constraints do not
permit assessment of individual customer accounts for transfer to
other FCMs on the same terms as the bulk transfers in the manner
EMC Master Fund seeks.  The Court further noted that the Trustee
must develop and administer a claims resolution process to deal
with claims of all customers.

"The immediate steps proposed by the Trustee and approved by the
Court in the November 2, 2011 Order do not discriminate among
customers in terms of their ultimate recoveries, although some
customers will unavoidably be delayed in recovering on their
claims," the Court held.

                 CFTC Supports Accounts Transfer

The Commodity Futures Trading Commission expressed its support of
the SIPA Trustee's move to transfer certain segregated commodity
customer accounts and related margin.

The CFTC is the federal agency responsible for the regulation of
commodity futures and options, including the commodity business of
MFGI and for the protection of commodity customers.

Gary Gensler, chairman of the CFTC, said the regulator would take
"all appropriate actions" to maximize fund recoveries for
customers of MF Global and discover the reason for a potential
$700 million shortfall in segregated customer money, Martin
Bricketto of Law360 reported.

                          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.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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: SIPA Trustee Wants to Subpoena Execs., Lenders
---------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of MF Global Inc. under the Securities Investor Protection Act,
seeks permission from Judge Glenn to issue subpoenas for:

  (i) the production of documents; and

(ii) the examination of current and former officers,
      directors, employees, and affiliates of MFGI, and
      other persons or entities with relevant information,
      including MFGI's lenders, investors and other
      financial transaction counterparties to certain
      transactions with MF Global -- the Witnesses.

Section 78fff-1(d)(1) of the SIPA provides that the SIPA Trustee
will investigate the acts, conduct, property, liabilities and
financial condition of the debtor, the operation of its business,
and any other matter, to the extent relevant to the liquidation
proceeding.  This provision enables the SIPA Trustee to examine,
by deposition or otherwise, the directors and officers of the
debtor and any other witnesses concerning any matters set forth.

James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York -- kobak@hugheshubbard.com -- states that in order for the
SIPA Trustee to timely and efficiently conduct a comprehensive
investigation and fulfill his fiduciary and statutory duties, it
is imperative that the SIPA Trustee gain immediate and complete
access to information relating to, and persons and entities in
possession of information regarding, MF Global and the subject
matters of the investigation.  The SIPA Trustee and his
professionals will need to uncover all of the relevant facts and
information relating to the various subject matters of
investigation, to obtain documents and other data relevant to the
SIPA Trustee's investigation, and to locate, and conduct
interviews of, witnesses with relevant information, according to
Mr. Kobak.

To carry out the investigation of and reporting as set forth in
Section 78ffff-1(d)(1), the SIPA Trustee will designate a team of
professionals from Hughes Hubbard who have experience conducting
internal investigations into complex financial matters, including
attorneys who have conducted examinations of the Debtor and
prepared SIPA Trustee's reports in SIPA liquidations.

In order to complete the independent investigation without delay,
the SIPA Trustee further asks Judge Glenn to establish certain
procedures governing the issuance of subpoenas.

The SIPA Trustee specifically proposes, subject to the Witnesses'
rights available under applicable law, to establish certain time
frames within which the proposed Witness is required to produce
documents and appear for an examination.  In addition, access to
documents produced by the Witnesses and attendance at examinations
would be limited to the SIPA Trustee and his professionals, who
may authorize access to the Securities Investor Protection
Corporation, the U.S. Commodities and Futures Trading Commission
and the U.S. Securities and Exchange Commission, provided that
those agencies execute a confidentiality agreement.

A full-text copy of the proposed procedures is available for free
at: http://bankrupt.com/misc/MFGlobal_PropSubpoenaProcs.pdf

                          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.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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 Seeks Info FROM PwC on MF Global's Missing Funds
----------------------------------------------------------------
Jesse Hamilton at Bloomberg News reported that U.S. regulators
have subpoenaed PricewaterhouseCoopers LLP, MF Global Holdings
Ltd.'s auditor, requesting information on the segregation of
assets belonging to clients trading on U.S. commodity exchanges,
according to a person briefed on the matter.

The Commodity Futures Trading Commission sent the subpoena seeking
information about $633 million missing from customer accounts,
said the person, who spoke on condition of anonymity because the
matter isn't public, Bloomberg said.  The subpoena was received
Nov. 3, the person said, according to Bloomberg.

In the auditor's most recent formal action on behalf of its
client, it gave MF Global a clean audit opinion in its May 20
annual report, the report noted.  MF Global filed the eighth
largest U.S. bankruptcy on Oct. 31.

Chris Atkins, a spokesman for PricewaterhouseCoopers, and Steve
Adamske, a CFTC spokesman, declined to comment, according to
Bloomberg.


MICROSEMI CORP: S&P Assigns 'BB' Rating to $800MM Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Aliso Viejo, Calif.-based Microsemi Corp.'s $800 million
first-lien senior secured credit facility. "The rating is one
notch above the 'BB-' corporate credit rating on the company. We
also assigned a '2' recovery rating to the debt, indicating
our expectation for substantial (70%-90%) recovery of principal in
the event of payment default," S&P said.

"In addition, we lowered the 'BB+' senior secured rating on the
existing revolving credit facility to 'BB'. At the same time, we
withdrew all ratings on the refinanced facilities," S&P related.

The 'BB-' corporate credit rating remains unchanged. The outlook
is stable.

"We expect the acquisition of Zarlink to strengthen Microsemi's
good niche position as a provider of analog- and mixed-signal
semiconductor components," said Standard & Poor's credit analyst
Joseph Spence, "and to result in continued modest revenue and
profitability growth, reflecting its new medical device and
communications semiconductor portfolio." "We also expect the
company will work to reduce leverage through debt reduction as a
buffer against industry cyclicality."


MOUNTAIN CITY: Gets Final OK for Brownstein Hyatt as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Mountain City Meat Co., Inc., on a final basis, to
employ Brownstein Hyatt Farber Schreck, LLP as counsel.

BHFS has also requested approval of a retainer in connection with
its employment.

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

                      About Mountain City Meat

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

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

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

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

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

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

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

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

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


MOUNTAIN CITY: Court Gives Final OK for BGA Management as CRO
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Mountain City Meat Co., Inc., to retain BGA Management, LLC d/b/a
Alliance Management, as chief restructuring officer.

As reported in the Troubled Company Reporter on Oct. 18, 2011, the
Bankruptcy Court said BGA Management, LLC d/b/a Alliance
Management, through its agent Alex G. Smith, as Chief
Restructuring Officer of the Debtor, is the responsible officer of
the Debtor and has the sole and exclusive authority to act as
debtor-in-possession.  Alliance, as the receiver appointed by the
Denver District Court pursuant to the Receivership Order, is
excused from turnover until entry of a final order on the Debtor's
request.

When it filed for bankruptcy, Mountain City asked the Court to:

     (a) establish procedures for Alliance, as receiver for the
         Debtor's pre-petition receivership estate, to turn over
         the Debtor's assets to the bankruptcy estate;

     (b) require the Debtor to honor certain obligations of the
         receivership estate; and

     (c) confirm that Alliance (through Alex G. Smith) can act as
         the responsible officer of the Debtor.

Separately, Mountain City also asked the Court for permission to
assume an engagement agreement with the CRO.

The Debtor, through Alliance, has determined that the best
interests of the estate would be for Alliance to serve as the
responsible officer of the Debtor pursuant to the broad authority
granted to it under the Board Resolution instead of continuing to
act as a receiver under the Receivership Order.  The Debtor said
Alliance's knowledge and deep involvement in ongoing sale efforts
cannot be replaced.  Alliance could proceed as receiver, but
continuing the sale process under a CRO's direction with
bankruptcy supervision offers needed procedural certainty that
maximizes the chances of optimal outcomes.

As CRO, Alliance will be compensated for its services on an hourly
basis and will be reimbursed for its out-of-pocket costs and
reasonable expenses, including travel expenses, and professional
fees, in accordance with the terms of the CRO Agreement.  Alliance
previously engaged Faegre & Benson LLP to represent Alliance
during the receivership and during this bankruptcy case.  Faegre
will work with the Debtor to minimize duplication of efforts. The
fees and expenses of Alliance and Faegre will be paid pursuant to
the Debtor's budget.

The primary professional working on this matter is Alex Smith, who
will be working on the matter on a full time basis at the hourly
rate of $350.  Other professionals at Alliance who will be working
on this matter will be:

     Professional    Hourly Rate      Extent of Services
     ------------    -----------      ------------------
     Brock Kline        $275               As needed
     David Burke        $325               As needed
     Chris Tomas        $325               As needed
     Steve Murray       $350               As needed
     Jim Cullen         $350               As needed
     Michael Knight     $425               As needed

Prior to the Petition Date, Alliance received $290,000 from the
Debtor's receivership estate, with Fifth Third Bank's knowledge
and consent, as a retainer for pre- and post-petition services.
Of those amounts, prior to the Petition Date, Alliance applied
$95,532.95 as payment for pre-petition fees and expenses, leaving
a retainer of $194,467.05 as security for post-petition fees and
expenses.  These funds are to be held by Alliance as security for
its services as the Debtor's CRO.

Alliance previously engaged Faegre to represent Alliance during
the receivership and during this bankruptcy case.  Faegre received
a payment of $75,000 from the receivership estate, with the
Secured Lender's knowledge and consent.  Of this amount, Faegre
applied $44,133.00 as payment for pre-petition fees and expenses,
leaving a retainer of $30,867.00, which funds are to be held by
Faegre as security for its services as counsel to the Debtor's
CRO.

The Court ruling also held that obligations of the receivership
estate, including employee commissions of $2,420, employee
benefits of $77,560, and obligations under various retention
agreements of $55,000 will be paid by the Debtor when due.

Alex G. Smith may be reached at:

          ALLIANCE MANAGEMENT INC.
          1400 16th St Ste 400
          Denver, CO 80202-5995
          Tel: (720) 932-8171
          E-mail: asmith@alliancemgmt.com

                     About Mountain City Meat

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

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

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

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

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

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

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

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

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


NANCE PROPERTIES: Court Rejects Sale, Turns to 25 Yr. Old Ruling
----------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of Nance
Properties Inc. for a private sale of its property free and clear
of liens pursuant to 11 U.S.C. Sec. 363(f)(3), saying the $1.2
million purchase price fails to exceed the face amount of First-
Citizens Bank & Trust Company's liens on the Property.  The bank
is owed at least $1.67 million as of the petition date.

The debtor seeks to sell the real property located in Swansboro,
North Carolina, and Richlands, North Carolina, together with all
of the business assets relating to the real property, including
inventory, furniture, fixtures, tools, and equipment, but
excluding a computer system located at the Swansboro Property.
The Property is subject to multiple promissory notes and security
interests granted by the debtor in favor of First-Citizens.

In its schedules, the debtor valued its interest in the Swansboro
property at $623,689.50 and its interest in the Richlands property
at $250,000. Accordingly, the negotiated purchase price exceeds
the value of the Property as stated by the debtor. However, the
purchase price is less than the total amount of all debt against
the Property owing to First-Citizens.

In denying the request, Judge Leonard turned to a more than 25-
year old case law: Richardson v. Pitt County (In re Stroud
Wholesale, Inc.), 47 B.R. 999 (E.D.N.C. 1985), aff'd mem., 983
F.2d 1057 (4th Cir. 1986).  In Stroud Wholesale, the district
court held that "sales free and clear of liens and interests may
be justified by (f)(3) only if the sale price will exceed the
aggregate value of all liens on the property.  This interpretation
is consistent with the well-established rule that the bankruptcy
court should not order the sale of property free and clear of
interests and liens unless the court is satisfied that the sale
proceeds will fully compensate the secured lienholders and produce
some equity for the estate."

"Given the present economic climate, the situation presented in
this case will become increasingly more prevalent. However, while
the court sympathizes with the debtor's position, the decision of
the District Court for the Eastern District of North Carolina in
Stroud Wholesale has been the settled law in this district for
more than twenty-five years and remains binding on this court,"
Judge Leonard said.

A copy of Judge Leonard's Nov. 8, 2011 Order is available at
http://is.gd/e893Jgfrom Leagle.com.

Swansboro, North Carolina-based Nance Properties Inc. owns and
operates Valvoline stations and car wash facilities.  It filed
for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-06197) on
Aug. 12, 2011.  Judge J. Rich Leonard presides over the case.
Trawick H. Stubbs, Jr., Esq. -- efile@stubbsperdue.com -- at
Stubbs & Perdue, P.A., serves as the Debtor's counsel.  It
scheduled assets of $1,253,102 and liabilities of $2,880,122.  The
petition was signed by Joseph R. Nance, president.


NATIONAL GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: National Graphics, Inc.
        12855 Lisbon Road, Suite 100
        Brookfield, WI 53005

Bankruptcy Case No.: 11-36818

Chapter 11 Petition Date: November 7, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: James E. Shapiro

Debtor's Counsel: Leonard G. Leverson, Esq.
                  LEVERSON & METZ S.C.
                  225 East Mason Street, Suite 100
                  Milwaukee, WI 53202
                  Tel: (414) 271-8503
                  E-mail: lgl@levmetz.com

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

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

The petition was signed by Donald R. Krause, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Park Bank                          Guarantee Liability  $3,500,000
c/o Joseph E. Fenzel, Esq.
Joseph E. Fenzel S.C.
757 North Broadway, Suite 300
Milwaukee, WI 53202

Whyte Hirschboeck Dudek SC         Legal Fees             $685,074
555 E. Wells Street, Suite 1900
Milwaukee, WI 53202

Kravit, Hovel & Krawczyk SC        Legal Fees             $243,886
825 N. Jefferson
Milwaukee, WI 53202-3737

Michael M. Krill Law Office        Legal Fees             $225,000

E-best                             Trade Payable           $60,648

Spartech Plastics                  Trade Payable           $32,388

National Graphic Solutions         Trade Payable           $25,938

Kurt Sutheimer                     Expert Witness Fees     $20,013

Converting Solutions, Inc.         Trade Payable           $19,059

RR Donnelley                       Trade Payable           $18,437

Pacur, LLC                         Trade Payable           $18,330

Dwayne Johnson & Associates SC     Accounting Fees         $13,375

Quad/Graphics                      Trade Payable            $7,700

Reinhart Boerner Van Deuren S.C.   Legal Fees               $3,715

Rochester Magnet Company           Trade Payable            $3,410

Spyder Design, LLC                 Trade Payable            $3,335

Wisconsin Dept. of Revenue         Sales Tax                $2,788

WE Energies                        Utilities                $2,180

Chicago Laminating, Inc.           Trade Payable            $1,836

Eric Steinbach                     Payroll                  $1,381


NEONODE INC: Registers 19.4 Million Common Shares
-------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
"shelf" registration of the Company's common stock for the
following purposes:

   (1) The registration for potential sale by the Company of up to
       4,000,000 shares of the Company's common stock, $0.001 par
       value per share, in a primary offering, which shares the
       Company may sell from time to time in one or more
       offerings.

   (2) The registration for potential resale by the selling
       stockholders named in this prospectus of up to 15,423,743
       shares of Common Stock, comprised of (i) 9,988,137 shares
       of the Company's outstanding Common Stock, (ii) 30,000
       shares of Common Stock issuable upon the conversion of
       convertible notes, and (iii) 5,405,606 shares of Common
       Stock issuable upon the exercise of warrants, acquired by
       the selling stockholders in one or more private placement
       transactions, which shares the selling stockholders may
       sell from time to time in one or more offerings.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/GkV2Ad

                         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.

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.


NEWPAGE CORP: Noteholders Object to Hiring of Alvarez, Moelis
-------------------------------------------------------------
BankruptcyData.com reports that certain holders of NewPage Corp.'s
11.375% Senior Secured Notes due 2014 filed with the U.S.
Bankruptcy Court a joinder to the objection filed by the Debtors
to the official committee of unsecured creditors' motions to
retain Alvarez and Marsal as financial advisor and Moelis &
Company as investment banker.

The noteholders assert, "Based on the facts and circumstances
surrounding the Debtors' businesses, there are no assets available
to unsecured creditors in these cases. Against this backdrop, the
relief requested in the Applications is unreasonable."

Certain unaffiliated investors who are holders of NewPage's 10%
Senior Secured Notes due 2012 and Floating Rate Senior Secured
Notes due 2012 also filed a joinder to the objection, according to
BankruptcyData.

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORAM RESOURCES: Court Rules in Ch. 7 Trustee's D&O Suit
--------------------------------------------------------
William West, the chapter 7 Trustee for Debtors Ausam Energy Corp.
and Noram Resources, Inc., sued Mark Avery, Ralph Davis, Robert
Eriksson, William Hitchcock, Richard Lummis, and Alastair
Robertson, alleging that they breached their duty of care as
officers and directors of Ausam.  The allegations center around
three major events:

     -- the Directors allegedly caused the purchase of a large
number of oil and gas leases from SKH Management L.P.; SKH
Management II, L.P.; SKH Management III, L.L.C.; SKH Energy Fund,
L.P.; and Antares Exploration Fund, L.P., without sufficient
investigation or safeguards. Ausam executed an Asset Purchase
Agreement with SKH for the purchase of the SKH Leases.  The
Directors did not hire title counsel before the purchase, relying
instead on the services of a landman.  When the landman alerted
the Directors to potential title problems, the Directors did not
investigate. According to the Trustee, the Directors could have
acquired the SKH Leases at a reduced price if they had adequately
investigated.  The Directors also could have required SKH to
correct the title defects. After the execution of the APA, the
Directors did not pursue legal remedies against SKH.

     -- the Directors allegedly caused Ausam to invest in the Rice
University No. 1, A-393 IH well at a time when Ausam was
experiencing financial difficulties.  The well turned out to have
numerous mechanical problems, and ultimately it was a commercially
dry well.

     -- the Directors allegedly caused Ausam to pay excessive
salaries and bonuses at a time when Ausam was already losing
money.  Many of Ausam's executives' salaries were significantly
higher than national averages.

The Directors filed motions to dismiss all of the Trustee's claims
for failure to state a claim on which relief can be granted.

In a Nov. 7, 2011 Memorandum Opinion, available at
http://is.gd/J4ShWdfrom Leagle.com, Bankruptcy Judge Marvin Isgur
granted, in part, the Directors' motions to dismiss as to the
claim relating to non-insider executive compensation.

As to the claims against Hitchcock, Eriksson, and Davis, the Court
converts the motions to dismiss to motions for summary judgment
and requires the parties to file stipulations.  The Court will
issue an order on all claims after the parties have filed
stipulations.

The case is WILLIAM G. WEST, v. MARK AVERY, et al., Adv. Proc. No.
10-03701 (Bankr. S.D. Tex.).

Ausam Energy Corp. and Noram Resources Inc. filed chapter 11
bankruptcy petitions (Bankr. S.D. Tex. Case Nos. 08-38222 and 08-
38223) on Dec. 30, 2008.  The cases were converted to chapter 7
cases on Feb. 26, 2009.  William West was appointed chapter 7
Trustee on Feb. 27, 2009.


NOVADEL PHARMA: Posts $1.2 Million Net Income in 3rd Quarter
------------------------------------------------------------
Novadel Pharma Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.17 million on $115,000 of total revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $1.31 million on
$66,000 of total revenue for the same period during the prior
year.

The Company also reported a net loss of $6.42 million on $372,000
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $3.73 million on $261,000 of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $650,000 in
total assets, $9.01 million in total liabilities and a $8.36
million total stockholders' deficiency.

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

                        http://is.gd/ZAYFIB

                        About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company that develops oral spray formulations of marketed
pharmaceutical products.  The Company's patented oral spray drug
delivery technology seeks to improve the efficacy, safety, patient
compliance, and patient convenience for a broad range of
prescription pharmaceuticals.

As reported in the TCR on April 1, 2011, J.H. Cohn LLP, in
Roseland, New Jersey, expressed substantial doubt about Novadel
Pharma'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 and negative
cash flows from operating activities.

As of June 30, 2011, the Company had cash and cash equivalents of
$865,000, negative working capital of $3.3 million, and an
accumulated deficit of $93 million.  Based on the Company's
operating plan, the Company expects that its existing cash and
cash equivalents will fund its operations only through Sept. 30,
2011.


NUTRITION 21: N21 Acquisition Wins With Bid of $7.3MM for Assets
----------------------------------------------------------------
In a regulatory filing on Monday, Nutrition 21, Inc., discloses
that, on Nov.  1, 2011, it completed the auction of substantially
all of its assets pursuant to the Court-approved bidding
procedures.  The Company selected N21 Acquisition Holding, LLC, as
having submitted the highest and best bid at the Auction.
Accordingly, the Company, Nutrition 21, LLC, and the Purchaser
entered into an Amended and Restated Asset Purchase and Sale
Agreement, dated as of Nov. 1, 2011, amending and restating the
Original Asset Sale Agreement.  The Amended Asset Sale Agreement
sets forth a purchase price in excess of that set forth in the
Original Asset Sale Agreement.  Pursuant to the Bidding
Procedures, Frutarom USA Inc. was selected at the Auction as the
backup bidder in the event the transactions with the Purchaser
under the Amended Asset Sale Agreement are not consummated.

The Amended Asset Sale Agreement provides that the Purchaser will
purchase substantially all of the assets of the Debtors under
section 363 of the Bankruptcy Code and will assume certain of the
Debtors' obligations associated with the purchased assets.  The
purchase price to be paid by the Purchaser under the Amended Asset
Sale Agreement is $7,328,008, subject to certain adjustments as
set forth in the Amended Asset Sale Agreement.  The Purchaser has
deposited into escrow $732,800.80, which will be either applied to
the Purchase Price or released in whole or in part to one of the
parties in accordance with the Amended Asset Sale Agreement.

The Amended Asset Sale Agreement contains customary
representations, warranties and covenants for a transaction of the
type contemplated thereby, including but not limited to a covenant
by the Company to operate the Debtors' business in the ordinary
course pending closing of the Sale.  As more particularly set
forth in the Amended Asset Sale Agreement, the closing of the Sale
is subject to certain customary conditions.  The Amended Asset
Sale Agreement also contains certain customary termination rights
for the Company and the Purchaser, including termination rights
for the Purchaser if the Sale is not consummated by Dec. 15, 2011.

At a hearing on Nov. 3, 2011, the Bankruptcy Court approved the
Sale, but reserved a decision on the assumption and assignment by
N21 LLC of that certain License and Supply Agreement between
Probioferm, LLC, Probiohealth, LLC, and N21 LLC dated as of
Aug.  6, 2009 (as amended from time to time).  The Bankruptcy
Court has scheduled a hearing on Nov. 21, 2011, with respect to
the assumption and assignment of that agreement.

The Company intends to conclude the Bankruptcy Case by filing with
the Bankruptcy Court a proposed plan of reorganization.

The Company intends that its proposed plan will be a liquidating
plan of reorganization.  The Company intends that its proposed
plan will reflect the terms of the Plan Support Agreement by
providing for a liquidating sale of the Debtors' assets.  In order
for the proposed plan of reorganization to become effective, it
must be confirmed by the Bankruptcy Court.  The Company intends to
take all actions necessary to obtain such confirmation.  As
previously disclosed, the Company does not expect at any point, as
a result of the Sale or otherwise, to have cash available for
distributions to holders of the Company's common stock.

                          About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.

On Sept. 22, 2011, the Bankruptcy Court issued an order
establishing bidding procedures for an auction to sell all or
substantially all of the Debtors' assets and scheduling a hearing
for the Bankruptcy Court to consider approval of the Debtors' sale
of such assets to a successful bidder at the Auction.

On Oct. 7, 2011, the Company, Nutrition 21, LLC, and N21
Acquisition Holding, LLC (the "Purchaser") entered into an Asset
Purchase and Sale Agreement, dated as of such date.  The Purchaser
entered into the Original Asset Sale Agreement as a "stalking
horse" bidder and, accordingly, the consummation of the
transactions contemplated by the Original Asset Sale Agreement was
subject to the Company's solicitation and potential receipt of
higher or otherwise better competing bids at the Auction pursuant
to the Bidding Procedures.


NYTEX ENERGY: Discloses Amendment to Bank Revolving Credit
----------------------------------------------------------
NYTEX Energy Holdings, Inc. disclosed an amendment to its
Revolving Credit, Term Loan and Security Agreement and Limited
Waiver with its current bank, PNC Bank.  The effective date of
this Amendment and Waiver is November 1, 2011.

As detailed in the Form 8-K being filed with the Securities and
Exchange Commission, this Amendment waives each of the existing
events of default under the Senior Facility, including the breach
of the fixed charge coverage ratio and the breach of the reporting
requirement covenant, as previously reported in the Company's Form
10-K for the fiscal year ended Dec. 31, 2010.  The Amendment also
amends the Senior Facility, to, among other things:

        --  require the Borrowers to obtain third-party financing
            for certain unencumbered real property of FDF no later
            than 180 days;
        --  modify the calculation of the fixed charge coverage
            ratio covenant;
        --  set monthly limitations on capital expenditures;
        --  modify the limitations on distributions;
        --  modify the limitations on certain indebtedness;
        --  modify the limitations on certain transactions with
            affiliates and
        --  modify the timing and amount of any early termination
            fee.


Michael Galvis, NYTEX President and CEO, commented, "We are
extremely pleased to achieve these amended terms as we are now at
a stage in our business where we are aggressively moving forward
with our plans to expand our oil production and related oilfield
services.  We continue to reach record revenues and sales volume
from our subsidiary, Francis Drilling Fluids, Ltd. due to the
industry's demand for our technologically advanced oilfield
products and services, and are projecting both top and bottom-line
growth from all company segments going forward.  PNC Bank has been
on board with us through our market expansion and we are pleased
they have continued confidence in our ability to move further
ahead."

                      About NYTEX Energy

NYTEX Energy Holdings, Inc. is a Dallas-based energy holding
company consisting of two wholly-owned subsidiaries, Francis
Drilling Fluids, Ltd. and NYTEX Petroleum, Inc. Francis Drilling
Fluids is a 34-year-old drilling fluids service company.
Headquartered in Crowley, LA, FDF is the leading single frac sand,
ceramic proppant and water-based liquid drilling mud distributor
in the United States.


OLYMPUS CORP: Block & Leviton Probes Possible Fraud Claims
----------------------------------------------------------
Block & Leviton LLP, a Boston-based law firm representing
investors seeking to recover money lost due to investment fraud,
is investigating possible securities fraud claims involving
Olympus Corp.

On Oct. 14, 2011, Olympus's Board of Directors fired the Company's
then-President and Chief Executive Officer, Michael Woodford,
after Woodford attempted to force an inquiry into Olympus's
acquisition of British medical device maker Gyrus in 2008.  At
issue were the $687.0 million in advisory fees paid to a
relatively obscure financial firm in relation to the acquisition.
The fees were approximately one-third of the $2.0 billion
acquisition price, which is almost 30 times higher than normal.

On Nov. 8, 2011, the Company admitted to an accounting cover-up,
stating that the advisory fees paid in connection with the Gyrus
deal and other acquisitions were used to hide steep investment
losses that began in approximately 1990.  Speaking at a press
conference, the Company's President, Shuichi Takayama, confessed
that "[w]e have conducted extremely improper accounting" and that
"[o]ur previous statements were in error."

The Company's admission, released just prior to the opening of
trading on the Tokyo Stock Exchange ("TSE"), where Olympus's
common stock is traded, sent shares spiraling downward by 29% over
the prior day's close to 734 yen (or $9.40).  The Company's
American Depository Receipts ("ADRs") also plummeted on the news,
losing 31% compared to the prior day's close of $13.72.  Since
mid-October when Woodward's allegations first surfaced, the
Company's stock has lost approximately 70% of its market value.

Amidst the growing accounting scandal that could be one of the
largest in corporate history, the TSE has indicated that the
Company's shares could be de-listed.  In addition, the Japanese
Securities and Exchange Surveillance Commission is said to be
investigating along with the U.S. Federal Bureau of Investigation,
and the U.S. Securities and Exchange Commission.

Block & Leviton's lawyers have collectively been prosecuting
securities cases on behalf of investors for over 40 years.


OPEN RANGE: Wants to Hire Cole, Schotz as Bankruptcy Counsel
------------------------------------------------------------
Open Range Communications Inc. asks the U.S. Bankruptcy Court for
the District of Delaware to employ Cole, Schotz, Meisel, Forman &
Leonard, P.A. as bankruptcy counsel.

Cole Schotz will, among other things:

   -- advise the Debtor of its rights, power and duties as
      debtor-in-possession;

   -- advise the Debtor regarding matters of bankruptcy law;

   -- represent the Debtor in proceedings and hearings in the
      United States Bankruptcy Court for the District of
      Delaware;

   -- prepare on behalf of the Debtor any necessary motions,
      applications, orders, responses, and other legal papers;

   -- advise the Debtor concerning, and assisting in the
      negotiation and documentation of, financing agreements,
      cash collateral arrangements, and related transactions;
      and

   -- provide assistance, advice and representation
      concerning any further investigation of the assets,
      liabilities, and financial condition of the Debtor
      that may be required under local, state or federal
      law.

In exchange for its services, Cole Schotz will be paid on an
hourly basis and will be reimbursed for its expenses.  The firm's
hourly rates are:

   Professionals                   Hourly Rates
   -------------                   ------------
   Members and Special Counsel     $340-$775
   Associates                      $210-$425
   Paralegals                      $160-$245

The current rates of the Cole Schotz members, associates and
paralegal expected to perform significant work in this case are:

   Norman L. Pernick, Member          $750 per hour
   Marion M. Quirk, Member            $575 per hour
   Sanjay Bhatnagar, Associate        $325 per hour
   Therese Scheuer, Associate         $285 per hour
   Pauline Ratkowiak, Paralegal       $230 per hour

Cole Schotz was retained by the Debtor pursuant to an engagement
agreement executed on Sept. 23, 2011.  Cole Schotz received a
retainer in the initial amount of $200,000 in connection with the
planning and preparation of initial documents for the Debtor's
Chapter 11 case.  On Oct. 5, 2011, Cole Schotz received an
additional $450,000 (the second payment), $50,000 of which was on
account of fees and expenses incurred prior to the Petition date.
To date, $196,069.07 in fees and expenses has been applied to
outstanding balances existing as of the Petition date.  On
Oct. 13, 2011, Cole Schotz returned to the Debtor $53,930.93 on
account of funds from the Initial payment and second payment in
excess of $400,000 which were not used prior to the Petition date.
The remaining $400,000 constitutes a general or "evergreen"
retainer as security for Cole Schotz's post-petition services.

Marion M. Quirk, Esq., a member of Cole Schotz, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                          About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range listed about $114 million in
assets and $110 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  The
petition was signed by Chris Edwards, chief financial officer.


OPTIMUMBANK HOLDINGS: Says it Regains Compliance with Equity Rule
-----------------------------------------------------------------
OptimumBank Holdings, Inc., previously reported the Company's
receipt on May 17, 2011, of a written notice from the Listing
Qualifications Staff of The Nasdaq Stock Market notifying the
Company that it failed to comply with Nasdaq's Listing Rule
5550(b)(1) because its stockholders' equity fell below the minimum
$2,500,000 requirement for continued listing on the Nasdaq Capital
Market.  The Company reported stockholders' equity at March 31,
2011, of $1,678,000. The Company was provided 45 calendar days, or
until July 1, 2011, to submit a plan to regain compliance with the
Stockholders' Equity Rule.  If the Company's plan was accepted,
Staff could grant an extension of up to 180 calendar days, or
until Nov. 13, 2011, to evidence compliance with the rule.  The
Staff subsequently granted the Company an extension until Nov. 4,
2011, to evidence compliance with the Stockholders' Equity Rule
based on its acceptance of the Company's plan to raise capital in
a private placement offering of the Company's common stock.

On Oct. 27, 2011, the Company completed an $8.3 million common
stock offering in a private placement to individual accredited
investors, including approximately $1.9 million to members of its
Board of Directors.  The Private Placement consisted of the sale
of 20,639,250 shares of common stock at $.40 per share.  As of
Nov. 4, 2011, the Company believes it has regained compliance with
the Stockholders' Equity Rule based on the completion of the
Private Placement.  Nasdaq will continue to monitor the Company's
ongoing compliance with the Stockholders' Equity Rule and, if the
Company fails to evidence compliance upon filing its Annual Report
on Form 10-K for the year ended Dec. 31, 2011, with the Securities
and Exchange Commission and Nasdaq, the Staff will provide written
notice that the Company's common stock will be delisted.  At that
time, the Company may appeal the Staff's determination to delist
its common stock to a Listing Qualifications panel.

                     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.


ORBITZ WORLDWIDE: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
Chicago, Ill.-based travel services provider Orbitz Worldwide
Inc., along with all related issue-level ratings on the company.
The ratings were removed from CreditWatch, where they were placed
with negative implications Sept. 21, 2011.

"The rating action is based on Travelport Holdings Ltd. completing
its restructuring, which has alleviated near-term financial risk
for Orbitz's strategic partner and major shareholder," explained
Standard & Poor's credit analyst Andy Liu. "We were previously
concerned that financial distress at Travelport could cause it to
attempt to extract financial resources from Orbitz that could, in
turn, pressure Orbitz's liquidity and covenant compliance."

"The 'B' corporate credit rating reflects our expectation that
Orbitz's operating results will be somewhat weak due to
competitive pressures and ongoing technology migration efforts.
Liquidity should be adequate over the intermediate term to meet
operational and financial obligations. Affiliates of Travelport
and The Blackstone Group together own about 55% of Orbitz. As a
result, our rating on Orbitz is related to our rating on
Travelport. These factors underpin Orbitz's financial risk profile
as 'highly leveraged,' (as our criteria define the term). We view
Orbitz's business profile as 'fair.' The company is one of the
larger online travel agencies in the world and operates through a
diverse group of brands, including Orbitz, CheapTickets, and
ebookers," S&P said.

In 2010, U.S. sales accounted for 77% of Orbitz's revenues. The
company is one of the largest online travel agencies in the U.S.
Outside of the U.S., however, its market position is significantly
weaker than those of Expedia, Travelocity, and Priceline.com. In
2010, although 74% of bookings were related to air travel, flights
accounted for only 36% of net revenues. Orbitz generates non-air
revenues from hotels (27%), packages (15%), advertising and
media, car rentals, and cruises.

Travel demand is cyclical and seasonal, and fluctuates with shocks
like the Icelandic volcanic eruption last year. Over the past two
years, the global recession, airline capacity reduction in
response to weak demand, and high oil prices hurt the travel
industry. "With a weak global economy, our expectation is that the
performance at online travel agencies like Orbitz should be
relatively stable, absence company-specific events. Online travel
agencies continue to benefit from consumers' growing preference
for online research and online booking," S&P said.

"Under our base-case scenario, we are expecting low-single-digit
percentage revenue growth for full-year 2011, but a mid-teen
percentage EBITDA decline from 2010. The expected EBTDA decline is
mainly due to ongoing technology migration investments and higher
marketing expenses. For 2012, we are expecting low-single-digit
revenue and EBITDA growth. The completion of the technology
platform migration in 2012 has the possibility of aiding revenue
and EBITDA growth," S&P said.

"We view Orbitz's financial profile as highly leveraged, mainly
due to its ownership linkage to Travelport and The Blackstone
Group. In the 12 months ended Sept. 30, 2011, lease-adjusted
leverage was 3.8x, modestly up from 3.3x in 2010 due to the EBITDA
decline. Over the same period, lease-adjusted EBITDA coverage of
interest declined slightly, to 3.0x from 3.4x. Conversion of
EBITDA to discretionary cash flow declined to 32% from 38% because
of higher capital spending. We expect the company to continue to
generate positive free cash flow and for the conversion rate to
remain around 30%-40%, depending on working capital dynamics," S&P
said.


PARADISE HOSPITALITY: Lender Loses Bid to Keep Receiver for Hotel
-----------------------------------------------------------------
Jan Norman, writing for the Orange County Register, reports that
the bankruptcy court in Santa Ana, California, last week denied
the request by a secured lender to keep a pre-bankruptcy receiver
in charge of Paradise Hospitality Inc.'s hotel.

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel in Ohio and a shopping center in Arkansas.  It filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24847) on
Oct. 26, 2011, about three weeks after it lost the right to use
the Crowne Plaza for its hotel.  For now, the hotel has been
renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case. Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's presidet, Dae In Kim, a Korean businessman who lives
in southern California.

Mr. Oh has told the OC Register that the owner is hoping to turn
the hotel around and get it moving on to a bigger and better
future.  He also said a franchise agreement is being sought with
another hotel chain.

Larry P. Vellequette, writing for The Toledo Blade, reports that
an official with the InterContinental Hotels Group said the 14-
story downtown hotel was "terminated on Oct. 12" as a Crowne Plaza
property and would no longer carry the brand or receive booking
support from the hotel group.  The report, citing County records,
said that Paradise Hospitality bought the hotel for $7.5 million
in March, 2007.  Opened in 1985 as the Hotel Sofitel, the property
was known as the Toledo Riverfront Hotel until joining the Crowne
Plaza chain in June, 2008, shortly after a $10 million facelift.


PEABODY ENERGY: Moody's Affirms Corporate Family Rating at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service ("Moody's") affirmed Peabody Energy
Corporation's (Peabody) existing ratings, including its Ba1
corporate family rating (CFR) and the speculative grade liquidity
(SGL) rating of SGL-1, and changed the outlook to stable from
developing. At the same time, Moody's assigned a Ba1 rating to
Peabody's proposed $2.75 billion notes. The rating action is in
response to Peabody's announcement on November 7, 2011 that it
intends to offer $2.75 billion aggregate principal amount of
senior unsecured notes due in 2018 and 2021 and that it intends to
use the net proceeds from the sale of the notes primarily to fund
the acquisition of Macarthur Coal Limited (Macarthur).

Assignments:

   Issuer: Peabody Energy Corporation

   -- Senior Unsecured Regular Bond/Debenture, Ba1, LGD 3 (47%)

   -- Senior Unsecured Regular Bond/Debenture, Ba1, LGD 3 (47%)

Outlook Actions:

   Issuer: Peabody Energy Corporation

   -- Outlook, Changed To Stable From Developing

RATING RATIONALE

The change in outlook to stable follows Peabody's and
ArcelorMittal's (Baa3, stable) recent announcements that they have
obtained a controlling shareholding in Macarthur and that the
takeover offer is now unconditional, as well as ArcelorMittal's
recent announcement that it intends to terminate its participation
in the takeover, which will leave Peabody as the sole controlling
shareholder of Macarthur. Macarthur Coal is primarily involved in
the development and production of low-vol PCI coal from
Queensland's Bowen Basin in Australia. While the acquisition will
help Peabody secure access to valuable PCI coal resources in
Australia and increase its production of high-margin PCI coal, it
will also further expose the company to volatility in met coal
prices, which fortunes tend to rise and fall with the global steel
sector. While Peabody continues to pursue the Tavan Tolgoi project
in Mongolia, Moody's doesn't expect the related investments to be
significant in the medium term, given continuing uncertainty over
if, when and how the project will proceed.

Pro-forma for new debt issuance and the Macarthur transaction
(assuming Peabody achieves 100% ownership), Moody's expects 2011
debt to EBITDA ratio to approximate 3x and debt to capital ratio
to be around 50%. These metrics are commensurate with the current
rating. That said, this transaction will utilize much of the
cushion for additional debt capacity at the current rating level.
While Moody's expects Peabody's capital expenditure projects to
remain significant, the stable outlook on the ratings incorporates
Moody's expectation that the company will manage its capex
projects such that it is able to sustain free cash flow to debt
ratio of at least five percent over the rating horizon, debt to
capital ratio not exceeding 60%, and debt to EBITDA ratio of under
4x.

Peabody's Ba1 rating continues to reflect its significant size and
scale, broadly diversified reserves and production base, efficient
surface mining operations, and a solid portfolio of long-term coal
supply agreements with a large number of electric utilities. The
rating also reflects the company's healthy margins, international
growth opportunities, and strong management. Significant capital
expenditure plans and potential volatility of the company's
Australian operations continue to challenge the rating.

Peabody's SGL-1 rating reflects the company's strong liquidity,
including proven ability to generate healthy operating cash flows
and the company's $1.5 billion in available borrowing capacity
under the $1.5 billion revolving credit facility, which matures in
2015.

A positive outlook or an upgrade, although unlikely in the near
term, would be considered when the debt to capital ratio is
considered to be sustainable below 45%, including when
acquisitions are made. Additionally, an upgrade would be dependent
on Moody's expectation that over the rating horizon the company
will be able to consistently produce free cash flow to debt ratio
of at least six to eight percent, EBIT to interest ratio of 4.5-
6x, and operating cash flows after dividends to debt ratio of at
least 25%.

The rating could come under pressure if the company's debt to
capitalization ratio is expected to track in the 60% to 65% range,
if the company's EBIT interest coverage ratio appears
unsustainable above 3.25x, or if debt to EBITDA is not sustainable
below 4x. The rating could also come under pressure if the
company's capital expenditure requirements increase to the point
where the company may not be able to sustain a free cash flow to
debt ratio of at least five percent over the rating horizon.

Peabody Energy is the world's largest privately owned coal
company. In 2010, it sold 246 million tons of coal and had
revenues of $6.86 billion.

The principal methodology used in rating Peabody was the Global
Mining Industry Methodology published in May 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


PEABODY ENERGY: S&P Rates $2.75BB Sr. Unsecured Notes at 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating (same as the corporate credit rating) and '3' recovery
rating to St. Louis-based Peabody Energy Corp.'s proposed $2.75
billion senior unsecured notes due 2018 and 2021. The notes are
being offered under rule 144A with registration rights.

The '3' recovery rating indicates our expectation of meaningful
recovery (50% to 70%) in the event of a payment default. "We
expect the notes will rank equally with all other existing and
future unsecured and unsubordinated indebtedness. For the complete
recovery analysis, see our recovery report on Peabody to be
published shortly after this release," S&P said.

Proceeds from the proposed notes, combined with other sources of
financing, including a $1 billion term loan and borrowings under
its revolver, and balance sheet cash will be used to fund the
previously announced acquisition of Macarthur Coal Ltd., a miner
of PCI (pulverized coal injection coal) used in steelmaking. "We
expect the total purchase price, assuming 100% of shares are
tendered, to be about $5.1 billion," S&P said.

The corporate credit rating on Peabody Energy Corp. is 'BB+' and
the rating outlook is stable. "The rating reflects what we
consider to be its satisfactory business risk profile, which stems
from its good U.S. competitive position, its large and diversified
reserve base, and its substantial Australian operations, which
benefit from the MacArthur acquisition. The ongoing cost,
regulatory, and operating risks inherent in coal mining, somewhat
weak market conditions in the U.S., and the company's significant
financial risk profile partly outweigh these positive factors. Our
assessment of the company's financial risk takes into
consideration Peabody's aggressive growth plans, including
significant capital expenditures during the next several years to
expand its existing Australian operations and to develop a mine in
the Illinois Basin, as well as the sizeable debt being added to
the balance sheet to fund the MacArthur acquisition. For the
complete corporate credit rating rationale, see our summary
analysis on Peabody published Sept. 16, 2011," S&P said.

Peabody is the world's largest private-sector coal company, with
Sept. 30, 2011, trailing-12-month coal sales of 247 million tons
and revenues of $7.6 billion. "Pro forma for the transaction, we
estimate that the company will have about $8 billion of adjusted
debt and about $ 2.5 billion of adjusted EBITDA, resulting in
adjusted debt to EBITDA of about 3.2x and adjusted funds from
operations (FFO) to debt of 20%. In addition, we expect the
company to have liquidity in excess of $1 billion. Although
metallurgical coal prices have weakened in recent weeks, our
ratings reflect our expectation that they will remain strong
enough to result in metrics in keeping with the current ratings
during the next several quarters with debt to EBITDA under 4x and
FFO to total debt above 20%," S&P said.

Ratings List
Peabody Energy
Corporate credit rating                BB+/Stable/--

New Rating
Sr unsecd notes due 2018               BB+
  Recovery rating                       3
Sr unsecd notes due 2021               BB+
  Recovery rating                       3


PELICAN ISLES: Section 341(a) Meeting Scheduled for Dec. 2
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Hussey Copper Corp. on Dec. 2, 2011, at 9:30 a.m.

The meeting will be held at Flagler Waterview Bldg, 1515 N Flagler
Dr Rm 870, West Palm Beach, Florida.

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

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

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles filed for Chapter 11 protection (Bankr. S.D.
Fla. Case No. 11-38544) on Oct. 14, 2011, estimating between
$10 million and $50 million in assets and $1 million and $10
million in debts.  Ronald G. Neiwirth, Esq., at Boyd & Jenerette,
PA, serves as bankruptcy counsel.  The petition was signed by John
Corbett, President of The Partnership, Inc., president of general
partner TPI.


PETALUMA GREENBRIAR: With Foreclosure Underway, Court Rejects Plan
------------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky entered separate orders denying
confirmation of the Chapter 11 plans filed by Petaluma Greenbriar
Investments 1 LLC and Petaluma Greenbriar Investments 2 LLC.  Both
debtors' cases are single asset real estate cases governed by 11
U.S.C. Sec. 362(d)(3).  Both plans purport to assume and perform
(at a time in the future) a prepetition forbearance agreement with
Westamerica Bank.  The Bank opposes the plans because it has
already foreclosed and because the forbearance agreement has
expired.  On May 20, 2011, the Court entered an order modifying
the automatic stay to permit Westamerica Bank to foreclose on or
after Aug. 11, 2011, unless a plan was confirmed in each case by
Aug. 10.  No plan was confirmed by that date.  The Bank foreclosed
nonjudicially on Aug. 26, 2011.  Copies of the Court's Nov. 8,
2011 Memorandum are available at http://is.gd/dJFbjZand
http://is.gd/AgYXiqfrom Leagle.com.

Based in San Rafael, California, Petaluma Greenbriar Investments 1
LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No.
11-10653) on Feb. 24, 2011.  Judge Alan Jaroslovsky presides over
the case.  The Law Offices of David N. Chandler --
DChandler1747@yahoo.com -- serves as the Debtor's counsel.
Petaluma Greenbriar 1 estimated $1 million to $10 million in both
assets and debts.  The petition was signed by Bijan Madjlessi,
president of manager.

Debtor-affiliates that filed separate Chapter 11 petitions on the
same day are: Petaluma Greenbriar Investments 2, LLC (Bankr. N.D.
Calif. Case No. 11-10654) and Petaluma Greenbriar Investments 5,
LLC (Bankr. N.D. Calif. Case No. 11-10655).


POINT BLANK: Pays $1MM to U.S. to Settle Defective-Vest Claims
--------------------------------------------------------------
Dow Jones' DBR Small Cap says that Agence France-Presse reported
that authorities said Point Blank Solutions Inc. has paid $1
million to settle U.S. government allegations it knowingly made
and sold defective Zylon bulletproof vests.

As reported in the Troubled Company Reporter on Aug. 1, 2011, Dow
Jones' DBR Small Cap reports that a judge approved a $6 million
settlement Point Blank Solutions Inc. struck with Japan- based
manufacturer Toyobo Co., which supplied the body-armor maker with
millions of dollars worth of thread that allegedly weakened Point
Blank's bulletproof vests.

                            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.


PRECISION OPTICS: Extends Maturity of $600,000 Notes to Dec. 15
---------------------------------------------------------------
Precision Optics Corporation, Inc., on June 25, 2008, entered into
a Purchase Agreement, as amended on Dec. 11, 2008, with certain
accredited investors pursuant to which the Company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.  On Oct. 31, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to Dec. 15, 2011.  The Company believes the Investors will
continue to work with it to reach a positive outcome on the Note
repayment.

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million on $2.24 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $660,882 on $3.09 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $1.12 million
in total assets, $2.31 million in total liabilities, all current,
and a $1.19 million total stockholders' deficit.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


QUALITY DISTRIBUTION: Reports $6.2 Million Net Income in Q3
-----------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $6.18 million on $199.29 million of total operating
revenues for the three months ended Sept. 30, 2011, compared with
net income of $421,000 on $181.94 million of total operating
revenue for the same period during the prior year.

The Company also reported net income of $17.95 million on $567.20
million of total operating revenue for the nine months ended
Sept. 30, 2011, compared with net income of $3.27 million on
$520.83 million of total operating revenues for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed $304.31
million in total assets, $410.18 million in total liabilities and
a $105.87 million total shareholders' deficit.

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

                       http://is.gd/vxOYlM

                   About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


R&G FINANCIAL: To Present Plan for Confirmation on Nov. 29
----------------------------------------------------------
R&G Financial Corporation has filed its Second Amended Chapter 11
Plan of Liquidation with the U.S. Bankruptcy Court for the
District of Puerto Rico.  The Second Amended Plan incorporates
certain immaterial and technical modifications to the Debtor's
First Amended Chapter 11 Plan of Liquidation.

The amendment proposes to revise to Article I.A of the second
amended plan to:

"FINRA Claimants" means collectively Rebecca A. Diaz-Cruz, Lourdes
R. Diaz-Antommattei, and Jose Morales-Steinman, each of whom are
plaintiffs in matter no. 10-01110 pending before the Financial
Industry Regulatory Authority.

In addition, IV.G.5 of the plan will be amended to:

Subject to the process described below, as soon as practicable
after the effective date, Liquidating RGFC shall pay the Trustee
fees.  As a precondition to the payment of any Trustee Fees
incurred prior to the Effective Date, each Indenture Trustee shall
submit to the Bankruptcy Court its invoices and application for
payment of such Trustee Fees in accordance with Article XI.A of
the Plan.  The Indenture Trustees may submit such invoices and
applications for payment of Trustee Fees to the Bankruptcy Court
at any time before the hearing to consider confirmation of the
Plan and/or up to the date that is sixty (60) days after the
Effective Date. For the avoidance of doubt, the Indenture Trustees
may submit more than one application for payment of Trustee Fees
to the Bankruptcy Court, so long as any such applications are
submitted within sixty (60) days after the Effective Date.  The
Bankruptcy Court shall review each application for payment of
Trustee Fees for reasonableness, as required under section
1129(a)( 4) of the Bankruptcy Code.  After the Bankruptcy Court
has approved an application for payment of Trustee Fees as
reasonable, Liquidating RGFC shall, as soon as practicable
thereafter, reimburse the applicable Indenture Trustee in Cash for
such Trustee Fees; provided, however, that in exchange for such
payment, the Indenture Trustee shall not assert a charging Lien
for such payment on any Distribution made to and retained by the
Indenture Trustee under the Plan on behalf of the Holders of the
Subordinated Notes Claims.

The confirmation hearing on the Second Amended Plan Of Liquidation
is scheduled on Nov. 29, 2011 at 2:00 p.m.

A copy of the Second Amended Plan Of Liquidation dated Oct. 27,
2011, is available for free at:
http://bankrupt.com/misc/R&G_secondamendedplan.pdf

As reported in the Troubled Company Reporter on Sept. 30, 2011,
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the U.S. Bankruptcy Court for the District of Puerto Rico approved
the disclosure statement explaining R&G Financial Corporation's
Chapter 11 plan of liquidation.

The Plan provides that all of the Debtor's assets will be
transferred to, and vest in, Liquidating RGFC.  The Plan provides
for the appointment of Clifford Zucker, CPA, as the plan
administrator and Wilmington Trust Company as the plan consultant
to oversee the activities of liquidating RGFC.

Under the Plan, holders of general unsecured claims, which claims
are estimated to range between $10.9 and $15.4 million, will
recover 0.30% to 2.3% of their allowed claim.  Holders of
Subordinated note claims, which claims are estimated at
approximately $385 million, will also recover 0.30% to 2.3% of
their allowed claim.  Secured claims and priority claims not filed
by the Federal Deposit Insurance Corporation will get 100% of
their total allowed amount.  Non-FDIC Priority Claims are
estimated to range between $350,000 and $900,000.

                      About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtores
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


REAL MEX: Hires Grant Thornton as Auditor
-----------------------------------------
Real Mex Restaurants, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Grant Thornton LLP as its auditor nunc pro tunc to the petition
date.

The firm is entitled to reimbursement by the Debtor for reasonable
expenses incurred in these chapter 11 cases subject to the terms
and conditions set forth in the Engagement letter.

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

                      Other Professionals

BankruptcyData.com reports that the U.S. Bankruptcy Court also
approved Real Mex Restaurants' requests to retain DJM realty
Services as real estate consultant; GMilbank, Tweed, Hadley &
McCloy as attorney; and Pachulski Stang Ziehl & Jones as co-
counsel.

                        About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations.  It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the OpCo term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: Court OKs DJM Realty as Real Estate Consultant
--------------------------------------------------------
Real Mex Restaurants, Inc., and its debtor-affiliates sought and
obtained permission from the bankruptcy court to employ DJM Realty
Services LLC as real estate consultants nunc pro tunc to the
Petition Date.

The Debtors will engage DJM to perform, among other things, these
services:

   (a) meeting with the Debtors to ascertain the Debtors' goals,
       objectives and financial parameters;

   (b) negotiating the modification of certain of the Debtors'
       leases, as directed by the Debtors, to obtain rent
       reductions or other advantageous modifications;

   (c) negotiating the termination, assignment or other
       disposition of certain of the Leases, as may be directed
       by the Debtors, including preparing and implementing a
       marketing plan therefor and assisting the Debtors at any
       auctions of those Leases, if needed;

   (d) as may be directed by the Debtors, negotiating waivers or
       reductions of prepetition cure amounts and claims pursuant
       to Section 502(b)(6) of the Bankruptcy Code with respect
       to Leases;

   (e) negotiating with landlords to obtain extensions of time to
       assume or reject Leases; and

   (f) reporting periodically to the Debtors regarding the status
       of negotiations.

The Debtors will compensate DJM in accordance with this
compensation structure:

(a) Initial Fee. Upon the execution of the Consulting Services
    Agreement and the entry of the order approving DJM's
    retention, the Debtors will pay DJM a non-refundable initial
    fee amounting $50,000.  The initial fee will be non-
    refundable but the Debtors may offset up to the full amount
    of this initial fee against any other fees owed to DJM
    pursuant to the Consulting Services Agreement.

(b) Lease Modifications. In consideration of DJM's services in
    connection with any renegotiation of the monetary terms of
    any Lease, including but not limited to rent reductions,
    elimination of percentage rent payments, reductions in term
    and reductions or limitations on extra charges, DJM's fee
    will be the dollar amount equal to five (5.0%) percent of
    Occupancy Cost Savings (as defined in the Consulting Service
    Agreement), for each Lease Modification.

    As to each Lease for which DJM's efforts resulted in landlord
    approval of a monetary term Lease modification and, for
    whatever reason, including but not limited to the conversion
    of the Bankruptcy Case to a Chapter 11 liquidation or a
    Chapter 7 proceeding, the relevant Lease is not later assumed
    by the Debtors, then DJM shall earn and be paid an
    alternative fee in the amount of fifty (50.0%) percent of the
    fee it would have earned, if such modified Lease had been
    assumed; provided that such alternative fee will be offset
    against any other fee payable to the DJM which is related to
    the disposition of that particular Lease.

(c) Dispositions.  As to Leases, if any, the Debtors direct DJM
    to market for disposition, then for each closing of a
    transaction in which any Lease is sold, assigned or otherwise
    transferred to a third party (including lease termination
    transactions with landlords in which the landlord pays the
    Debtors for such termination and/or agrees to waive claims in
    consideration for such termination, the sale of so-called
    "Designation Rights" and sales to purchasers of substantially
    all the equity or assets of the Debtors), as evidenced by a
    firm, written agreement between the applicable parties, then
    DJM will earn a fee in a dollar amount equal to five percent
    (5.0%) of the Gross Proceeds of such disposition.  The term
    "Gross Proceeds" means the total amount of consideration paid
    or payable (including any cure or other claim amounts paid or
    waived) by the purchaser, assignee, designation rights
    purchaser, landlord or other transferee.

(d) Reduction in Bankruptcy Claims.  For any Lease rejected by
    the Debtors, if, as a result of DJM's efforts as directed by
    the Debtors, the landlord agrees to reduce or waive the claim
    it could reasonably assert under Section 502(b)(6) of the
    Bankruptcy Code or otherwise, DJM will receive a fee in an
    amount equal to five percent (5.0%) of the savings of any
    distribution that otherwise would have been payable to the
    landlord in the Debtors' bankruptcy cases.  For any Lease
    assumed by the Debtors, if, as a result of DJM's efforts as
    directed by the Debtors, the landlord agrees to reduce or
    waive its cure claim, DJM will receive a fee in an amount
    equal to five percent (5.0%) of such reduction or waiver.

(e) Extensions of Time to Assume/Reject Leases.  If the Debtors
    direct DJM to negotiate with landlords to obtain extensions
    of time to assume or reject Leases under Section 365(d)(4) of
    the Bankruptcy Code, then DJM will earn and be paid a fee of
    $500 per each Debtor-directed and landlord executed Extension
    Agreement.  An executed Extension Agreement will be evidenced
    by and consist of a binding written consent from an
    authorized representative of landlord agreeing to the
    extension.

Edward P. Zimmer, a member of DJM, assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: Gets Interim OK to Auction Assets
-------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Real Mex
Restaurants Inc. won tentative court approval Friday to auction
off its assets, despite bitter opposition from unsecured creditors
that claim the fast-track sale plan was dictated by noteholders
hoping to snap up the company.

Law360 relates that U.S. Bankruptcy Judge Brendan L. Shannon
indicated that he would sign off on the sale procedures once the
restaurant chain owner modifies the order to include his guidance
on the committee's objections, setting a hearing to approve the
sale for Jan. 30.

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations.  It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the OpCo term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RESIDENTIAL CAPITAL: Parent Hires Advisors for Likely Bankruptcy
----------------------------------------------------------------
The Wall Street Journal's Dan Fitzpatrick, Mike Spector and Ruth
Simon report that people familiar with the situation said Ally
Financial Inc., the lender that took $17 billion of U.S. aid in
the financial crisis, is considering a bankruptcy-protection
filing for its mortgage-lending unit, Residential Capital LLC.

Sources told the Journal that Ally, formerly GMAC, is being
advised by law firm Kirkland & Ellis and investment bank Evercore
Partners Inc. on a possible restructuring of ResCap, which has
lost $555 million in the past two quarters.  A final decision
hasn't been made on how Ally and ResCap might proceed, the people
said.

According to WSJ, one option under consideration: a so-called
strategic bankruptcy that would aim to limit Ally's exposure to
ResCap and pave the way for an eventual initial public offering of
Ally, 74% of whose shares are owned by the U.S. government.
Walling off the parent from the financial and legal woes of its
subsidiary could make Ally shares an easier sell for public
investors.

Roughly $2.3 billion of ResCap debt is scheduled to come due in
2011, 2012 and 2013.  ResCap has $623 million of cash and cash
equivalents as of Sept. 30, 2011.

Ally, in its regulatory filings in August related to its planned
IPO, said it has a $772 million equity position in ResCap.  Ally
said ResCap ?remains heavily reliant on support from us to meet
its liquidity and capital requirements.?  It also noted that if
ResCap filed for bankruptcy, its investment related to ResCap?s
equity position would likely be reduced to zero.  In a financial
filing earlier in November, Ally said its equity position in
ResCap was $331 million.

The Journal notes a ResCap restructuring could mark the last
chapter for an entity whose losses helped push its former parent,
General Motors Corp., toward its own Chapter 11 bankruptcy filing
two years ago. Ally said it doesn't comment on speculation.

Ally tried to sell ResCap a year ago, but that effort fell apart.

WSJ notes a recent Ally filing warned of "significant risk that
Rescap will not be able to meet its debt service obligations and
other funding obligations in the near term."  According to the
Journal, what Ally's board is currently weighing is whether to cut
off financial support for ResCap, which may force the subsidiary
to declare bankruptcy.

According to WSJ, one person familiar with the discussions at Ally
said separating out Rescap's liabilities may be tricky, but some
at Ally believe such a task would be "cleaner" than a Bank of
America-Countrywide separation would have been.

The two firms operate with separate CEOs, boards and financial
advisers.

ResCap recently brought in a new adviser, Centerview Partners LLP,
to consider its options.  Centerview's new restructuring practice
is led by former Miller Buckfire & Co. bankers Samuel Greene and
Marc Puntus.

According to WSJ, Ally still hopes to go public in order to pay
back the U.S. aid, but some view that as a difficult pitch if the
company can't reassure investors about the extent of ResCap's
mortgage liabilities.

"There's a reputational hazard," said Harvey Miller, a veteran
bankruptcy lawyer at Weil, Gotshal & Manges, WSJ relates. "Once
you put a subsidiary into bankruptcy, people start to wonder: How
safe is the parent? How safe are the other affiliates?"

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at June 30, 2011, showed
$178.88 billion in total assets, $158.46 billion in total
liabilities, and $20.42 billion in total equity.

                         *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


RIVER ROCK: Enters Into Lease Agreement with Dry Creek
------------------------------------------------------
River Rock Entertainment Authority has entered into a Lease
Agreement dated as of Oct. 31, 2011, with the Dry Creek Rancheria
Band of Pomo Indians, as landlord, pursuant to which the Tribe has
leased to the Authority an approximately 310-acre parcel of land
contiguous to the Tribe's reservation.  The Proschold Property
includes the land on which the Authority is building the emergency
vehicle access road required by its Memorandum of Agreement with
Sonoma County.  The Authority expects to utilize the Proschold
Property for commercial and agricultural uses, and the Lease
provides that all profits from the cultivation of any crops now or
hereafter located on the Property, during the term of this Lease,
shall be payable to the Authority.  The Lease commenced on Nov. 1,
2011, and will expire on Nov. 1, 2021, unless earlier terminated
by the Tribe pursuant to the terms of the Lease.  Under the Lease,
the Authority will pay monthly rental payments of $232,000 for the
first five years of the Lease term, and $12,000 per month for the
remainder of the Lease term.  In addition, on Oct. 31, 2011, the
Authority reimbursed the Tribe in the amount of $2.5 million
representing the balance of the $3.3 million that the Tribe had
deposited towards the purchase price for the Proschold Property.
Earlier this year, the Authority had reimbursed the Tribe an
aggregate amount of $0.8 million of the total amount that the
Tribe had deposited towards the purchase price for the Proschold
Property.

A full-text copy of the Lease Agreement is available for free at:

                        http://is.gd/uHZv8x

The Authority has revised its previously-announced forecast of
estimated income before distributions to the Tribe for the three-
month period ended Sept. 30, 2011, and now expects that it will be
in the range of approximately $7.0 million to $7.5 million,
compared to $5.3 million for the same period in 2010.

                         About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

                          *     *      *

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.

Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default.  The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process.  The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."

The Company's balance sheet at June 30, 2011, showed
$224.41 million in total assets, $210.64 million in total
liabilities, all current, and $13.77 million in total net assets.

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


RLD, INC.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: RLD, Inc. a California corporation
        P.O. Box 4343
        Santa Rosa, CA 95402

Bankruptcy Case No.: 11-14071

Chapter 11 Petition Date: November 7, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Steven M. Olson, Esq.
                  LAW OFFICES OF STEVEN M. OLSON
                  100 E. Street, #214
                  Santa Rosa, CA 95404
                  Tel: (707) 575-1800
                  E-mail: smo@smolsonlaw.com

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

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

The petition was signed by Lorraine E. Ring, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lorraine E. Ring                      11-10230            01/25/11

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Yosemite Fund II                   Cross Collateral     $4,500,000
Pontes Financial Group
Willamette
303 W. Joaquin Avenue Suite
San Leandro, CA 94577

Yosemite Fund II, Pontes (2007)    Land Loan            $1,750,000
Financial
303 W. Joaquin Avenue
San Leandro, CA 94577

North Valley Bank                  Unsecured Bank Loan    $614,660
P.O. Box 493158
Redding, CA 96049

North Valley Bank                  Credit Line            $614,660
P.O. Box 493158
Redding, CA 96049

Exchange Bank                      Unsecured Bank Loan    $371,800
P.O. Box 760
Santa Rosa, CA 95402

Exchange Bank                      Guarantee              $140,000

CVS/Longs Drug Stores              Land Lease Advances    $118,000

Adobe Associates                   Engineering Services    $62,671

Tierney/Figueiredo Architects      Architectural           $36,828
                                   Services

Tim & Jayne Slayton                Loan                    $32,000

MKM Associates                     Engineering Services    $25,442

American Express Blue              Materials               $21,729

Chase ? Visa                       Cash Advances           $19,230

Johanson & Yau                     Accounting Services     $16,375

Mikel D. Bryan, P.C.               Legal Services          $15,825

Home Depot                         General Purchases       $14,385

County of Sonoma                   058-290-051             $14,230

IRS                                --                      $13,605

Sal Lupien                         Roof Repairs            $13,200

Matt Martensen                     Services ? Loan         $12,000


ROTHSTEIN ROSENFELDT: Investor to Pay $25MM to Settle Fraud Claims
------------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Miami
businessman Ira Sochet, accused of reaping millions through Scott
Rothstein's Ponzi scheme, reached a settlement Thursday with
Rothstein's Chapter 11 trustee, agreeing to pay the estate $25
million but retaining a nonpriority $68 million claim against
Rothstein's defunct law firm.

In two separate lawsuits filed in a Florida federal bankruptcy
court, Rothstein Rosenfeldt Adler PA trustee Herbert Stettin said
Mr. Sochet, through his three companies, was one of the scheme's
biggest investors.

About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROTHSTEIN ROSENFELDT: Trustee Strikes Settlement to Bring $25M
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the trustee in the
bankruptcy case of Ponzi-scheme operator Scott Rothstein's law
firm has struck a deal with one of the scheme's largest investors
that's set to bring $25 million in cash to the bankruptcy estate.

                  About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUDEN MCCLOSKY: Gets Judge's Approval to Proceed With Auction
-------------------------------------------------------------
Paul Brinkmann, reporter at South Florida Business, says U.S.
Bankruptcy Judge Raymond Ray authorized Ruden McClosky to proceed
with plans to hold an auction of its assets on Nov. 27, 2011, but
made it clear he would scrutinize the sale and any objections
raised.  The case hinges on a set of agreements among lender Wells
Fargo, Ruden McClosky and a stalking-horse bidder.

Founded in 1959, Ruden McClosky -- http://www.ruden.com/-- was a
full-service law firm serving the legal needs of clients
throughout Florida, the U.S., and internationally.  It has eight
offices in Florida.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection Nov. 1 in its
hometown of Fort Lauderdale.  It plans to sell a substantial
portion of its assets to Fort Lauderdale-based Greenspoon Marder,
according to sibling publication the Daily Business Review.


SENSIVIDA MEDICAL: Montieth Estes Appointed Interim CEO
-------------------------------------------------------
J. Montieth Estes, who recently assumed the position of Chairman
of the Board of Sensivida Medical Technologies, Inc., was
appointed to the position of interim Chief Executive Officer of
SensiVida.  Mr. Estes is intended to assume the role played by
SensiVida's prior CEO, Kamal Sarbadhikari, who resigned in
November 2009 for health reasons.  Jose Mir continues to serve as
President of SensiVida.

                      About SensiVida Medical

West Henrietta, New York-based Sensivida Medical Technologies,
Inc., had operated in one business segment encompassing in the
design and development of medical diagnostic instruments that
detect cancer in vivo in humans by using light to excite the
molecules contained in tissue and measuring the differences in the
resulting natural fluorescence between cancerous and normal
tissue.  Effective March 3, 2009, with the merger of SensiVida
Medical Systems, Inc., into the Company's wholly-owned subsidiary
BioScopix, Inc., the Company's technology now focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.

he Company's balance sheet at May 31, 2011, showed $2.42 million
in total assets, $3.87 million in total liabilities, all current,
and a stockholders' deficit of $1.45 million.

As reported in the TCR on June 20, 2011, Morison Cogen LLP, in
Bala Cynwyd, Pennsylvania, expressed substantial doubt about
Sensivida Medical Technologies' ability to continue as a
going concern, following the Company's Feb. 28, 2011 results.  The
independent auditors noted that the Company has no revenues,
incurred significant losses from operations, has negative working
capital and an accumulated deficit.


SHENGDATECH INC: U.S. Trustee Adds 4 Members to Creditor's Panel
----------------------------------------------------------------
August B. Landis, United States Trustee for Region 17, under 11
U.S.C. Sec. 1102(a) and (b), added four new members -- Donald D.
Yaw, Advent Capital Management, LLC, Daiwa America Strategic
Advisors Corporation, Cqs Asia Master Fund Limited -- to serve on
the Official Committee of Unsecured Creditors of ShengdaTech, Inc.

The Creditors Committee now consists of:

      1. AG OFCON, LLC
         Represented by: Timothy A. Hutfilz
         245 Park Avenue, 26th Floor
         New York, NY 10167
         Tel:             (212) 692-2016
         Fax: (212) 867-6395
         E-mail: thutfilz@angelogordon.com

      2. THE BANK OF NEW YORK MELLON
         as Indenture Trustee
         One Canada Square
         London E145A
         United Kingdom
         Represented by: Mark Jeanes
         BNY Mellon
         6525 West Campus Oval
         New Albany, OH 43054
         Tel:             (207) 964-4468
         Fax: (207) 964-2536
         E-mail: mark.jeanes@bnymellon.com

      3. ZAZOVE ASSOCIATES, LLC
         Represented by: Mario Valente
         1001 Tahoe Blvd.
         Incline Village, NV 89451
         Tel:             (775) 886-1500
         Fax: (775) 886-1599
         E-mail: mvalente@zazove.com

      4. DONALD D. YAW
         336834 E. 950 Road
         Wellston, OK 74881
         Tel: (405) 356-0219
         Fax: (405) 488-7415
         E-mail: donyaw@hotmail.com

         Represented by: Mario Alba, Jr.
         Robbins, Geller, Rudman & Dowd, LLP
         58 South Service Road, Ste. 200
         Melville, NY 11714
         Tel: (631) 367-7100
         E-mail: malba@rgrdlaw.com

      5. ADVENT CAPITAL MANAGEMENT, LLC
         Robert Schwartz
         1271 6th Ave., 45th Floor
         New York, NY 10020
         Tel: (212) 482-7390
         Fax: (212) 480-9644 fax

      6. DAIWA AMERICA STRATEGIC ADVISORS CORPORATION
         32 Old Slip
         New York, NV 10005
         Tel: (212) 612-6272
         Fax: (212) 612-8433

         Represented by: Joshua Goodman, Esq.
         Tel: (212) 612-6272
         E-mail: Joshua.Goodman@us.daiwacm.com

      7. CQS ASIA MASTER FUND LIMITED
         P.O. Box 309
         135 South Church Street
         Grand Cayman KY1-1104
         Cayman Islands

         Represented by: Anna Tham
         CQS (Hong Kong) Limited
         15-08 Two Exchange Square
         Central Hong Kong (SAR), China
         Tel: (852)3920-8608
         E-mail: anna.tham@CQS.com.hk

                      About ShengdaTech, Inc

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in the TCR on Sept. 7, 2011, the United States
Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in
its role as indenture trustee for bondholders), and Zazove
Associates, LLC, to serve on the Official Committee of Unsecured
Creditors of ShengdaTech, Inc.


SILVERSUN TECHNOLOGIES: Borrows $750,000 for Working Capital
------------------------------------------------------------
SilverSun Technologies, Inc., and its subsidiary SWK Technologies,
Inc., entered into a Loan and Security Agreement with a
commercial lender.

Pursuant to the Loan Agreement, Lender has agreed to loan the
Company up to a principal amount of $750,000 for working capital
and debt repayment purposes.  The Loan is evidenced by a
promissory note executed by the Parties on Oct. 26, 2011.  The
Loan will be a revolving loan in the nature of a line of credit
under which the Borrower may repeatedly draw funds on a revolving
basis.

The Loan Agreement and Note will remain in effect for a minimum of
36 months.  The interest rate on the Note will be a variable rate,
equal to the "Prime Rate", as reported by the Wall Street Journal,
plus two and three quarters percent (2.75%) per annum, but at no
time will be less than three and a quarter percent (3.25%) per
annum.  The Company may pay, without penalty, all or a portion or
any amount owed under the Note earlier than the date by which it
is due.  Upon termination of the Loan Agreement, the Company will
immediately pay any and all outstanding principal amounts owing on
the Note.  The Loan Agreement contains customary representations
and warranties, covenants, conditions to borrowing and events of
default, the occurrence of which would entitle Lender to
accelerate the amounts outstanding.

Pursuant to the Loan Agreement, the Note is secured by all of the
Borrower's assets.  Furthermore, on Oct. 26, 2011, the Company's
Chief Executive Officer, Mr. Mark Meller, entered into a guarantee
agreement with the Lender.  Under the Guarantee Agreement, Mr.
Meller personally guaranteed and assumed liability for the
Borrower's payment of all of the outstanding principal and
interest due and owing under the terms of the Loan Agreement and
Note.

                    About SilverSun Technologies

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

The Company's balance sheet at June 30, 2011, showed $1.68 million
in total assets, $2.47 million in total liabilities, all current,
and a stockholders' deficit of $790,392.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SINCLAIR BROADCAST: Reports $19.3 Million Q3 Net Income
-------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $19.33 million on $180.86 million of total revenues
for the three months ended Sept. 30, 2011, compared with net
income of $14.14 million on $186.45 million of total revenues for
the same period during the prior year.

The Company also reported net income of $52.93 million on
$552.12 million of total revenues for the nine months ended Sept.
30, 2011, compared with net income of $42.09 million on
$541.63 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.56
billion in total assets, $1.68 billion in total liabilities and a
$125.35 million total deficit.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at June 30, 2011, showed $1.49 billion
in total assets, $1.63 billion in total liabilities and a $135.30
million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SOLYNDRA LLC: Taps HGP as Sales Agent for Non-Core Assets
---------------------------------------------------------
Solyndra, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Heritage Global
Partners as the Debtors' sales agent and auctioneer in connection
with the auction of their non-core assets, nunc pro tunc to
Sept. 19, 2011.

To the best of the Debtors knowledge, information and belief, (a)
HOP is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and holds no interest materially
adverse to the Debtors, their creditors, and shareholders for the
matters for which HOP is to be employed.

The material terms of the proposed engagement include:

*HP will conduct an auction of the Non-Core Assets pursuant to
the terms of the Non-Core Auction Motion, as approved by the
Court.

*HOP will charge a buyer's premium of fifteen percent (15%) of
the aggregate gross proceeds for the sale of a Non-Core Asset or
lot of Non-Core Assets, payable by the buyers of such assets.
Neither of the Debtors' estates will be liable for any unpaid
portion of the buyer's premium if HGP cannot collect such premium
from the buyer(s) of the Non-Core Assets.

*HOP will receive a 5% sales commission the aggregate gross
proceeds from the sale of each Non-Core Asset.

*HGP will receive reimbursement of actually incurred and
reasonable expenses (including, without limitation, labor,
advertising, travel and lodging, digital photography of the Non-
Core Assets, print and electronic media production, brochure and
catalog production, and telemarketing) up to $40,000.00.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: Judge Denies U.S. Trustee's Plea for Ch. 11 Trustee
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware denied the motion to appointment a Chapter 11
trustee to oversee the case of Solyndra LLC and its debtor-
affiliates filed by Roberta DeAngelis, the U.S. Trustee for
Region 3.

As reported in the Troubled Company Reporter on Oct. 14, 2011, the
Debtor said the appointment of a Chapter 11 trustee would undercut
efforts to sell the Company and called the U.S. trustee's motion
for the Delaware bankruptcy court to make the appointment an
"extraordinary overreaction."

The U.S. Trustee proposed to take over management of Solyndra if
its leaders keep pleading Fifth Amendment privilege against self
incrimination.

"Management's invocation of the First Amendment does not excuse
them from performing their fundamental disclosure and reporting
duties under the bankruptcy code," staff trial attorney Jane
Leamy, Esq., wrote for Ms. DeAngelis.  "A debtor in possession has
a duty to inform creditors, the United States, and the court about
its finances and the circumstances leading to its bankruptcy."

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: House Panel Votes to Subpoena White House Docs
------------------------------------------------------------
Rachel Slajda at Bankruptcy Law360 reports that a U.S. House of
Representatives panel voted Thursday to subpoena the White House
for documents related to the U.S. Department of Energy's $535
million loan guarantee to Solyndra LLC.

Law360 relates that the House Energy and Commerce Committee's
oversight and investigations subcommittee voted 14-9 along party
lines to authorize committee Chairman Fred Upton, R-Mich., to
issue subpoenas to two senior White House staff members.

Lana Birbrair at Bankruptcy Law360 reports that the White House on
Friday strongly criticized the subpoena issued by the U.S. House
of Representatives panel.

According to Law360, White House Counsel Kathryn H. Ruemmler
called the subpoena overbroad, unprecedented and unnecessary in a
letter addressed to House Energy and Commerce Committee chairman
Fred Upton, R-Mich., and Subcommittee on Oversight and
Investigations chairman Cliff Stearns, R-Fla.

Aamer Madhani at USA TODAY News reports that the House Energy
subcommittee approved a broad call for internal documents,
including correspondence, memorandums and
e-mails, through subpoenas that will be issued to White House
Chief of Staff Bill Daley and Bruce Reed, Vice President Biden's
chief of staff.  The resolution passed by a party line vote of
14-9.

The USA TODAY report says the White House and Democratic lawmakers
made a last-minute push to urge Republicans to back off the
subpoena threat.  White House counsel, Kathy Ruemmler, met with
the committee's top Republicans on Wednesday and asked them to
narrow their request.  Rep. Diana DeGette, D-Colo., charged that
the subpoena was an "act of irresponsible partisanship" and the
GOP was ignoring the White House's good faith efforts.

The USA TODAY report relates that Rep. Cliff Stearns, the chairman
of the House Energy's investigative subcommittee, said that
Republicans had a responsibility to American taxpayers to
thoroughly investigate the White House's involvement in granting
Solyndra a $535-million loan guarantee.

The report notes that the White House has handed over 85,000
documents, including 20,000 that were released a day before the
"business meeting" on whether to issue the subpoena, on the
Department of Energy loan guarantee program.  And the White House
on Wednesday said it would hand over e-mails and other documents
related to committees investigation if the committee narrowed its
request.

The report says Rep. Henry Waxman noted that the panel's subpoena
would compel the White House to provide the subcommittee with
documents related to everything from the logistics of Obama's
visit to Solyndra to the president's personal blackberry messages.

                      About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: No Takers Yet for IP Assets & Fremont Plant
---------------------------------------------------------
Michael Kanellos at The New York Times reports that Solyndra LLC
has not yet sold its intellectual property, its large Fremont,
Calif., factory or a complete manufacturing line.  The Company
is trying to sell those assets, ideally intact, before a court
hearing in its bankruptcy proceeding that is scheduled for
Nov. 22, 2011.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: To Hold Second Miscellaneous Asset Auction
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC brought in $6.2 million from auctioning
off non-essential assets and now aims to hold another auction on
Dec. 7 for other surplus property.  The company hopes to hold a
hearing on Nov. 22 for approval of new auction and sale
procedures.  In papers filed in bankruptcy court in Delaware on
Nov. 7, Solyndra said that the $6.2 million generated at the first
auction on Nov. 2 and 3 was $1.2 million more than predicted.
The new auction will include property not purchased at the first
auction plus other assets not needed if someone decides to buy
and operate the plant.  Some 3,500 bidders registered for the
first auction.

The plant and the business go up for auction on Nov. 18.  No one
is yet under contract.  The auction was delayed once before.

                        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.


SPOT MOBILE: David Stier Resigns as CFO and Director
----------------------------------------------------
David Stier resigned as Chief Financial Officer and as a director
of Spot Mobile International Ltd. to pursue other opportunities.
Mr. Stier also resigned as an officer and director of all
subsidiaries of the Company.  Mr. Stier's determination to resign
as Chief Financial Officer and as a director was not due to any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

The Board of Directors of the Company has determined that Charles
J. Zwebner, the Company's current Chief Executive Officer, will
assume the role of interim Chief Financial Officer of the Company
until a permanent replacement is named.

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $3.56 million on $16.08 million
of revenue for the year ended Oct. 31, 2010, compared with a net
loss of $712,601 on $23.74 million of revenue during the prior
year.

The Company's balance sheet at July 31, 2011, showed $2.03 million
in total assets, $6.63 million in total liabilities and a $4.60
million total shareholders' deficit.


SPX CORPORATION: Moody's Confirms 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed SPX Corporation's ("SPX") CFR
and PDR ratings at Ba1 but changed the outlook to Negative from
Stable and changed its speculative grade liquidity rating to SGL-3
from SGL-2. In a related action the company's senior unsecured
notes were downgraded to Ba2, LGD5, 71% from Ba1, LGD4, 57%. This
action concludes the review initiated on August 25, 2011.

RATINGS RATIONALE

The confirmation of the company's Corporate Family Rating and
Probability for Default reflects SPX's relatively strong
historical free cash flow to debt generation, usually in the mid-
teens, and the expectation of additive future cash flow streams
from its acquisition of CLYDEUNION Pumps ("CLYDEUNION"). Moody's
believes the relatively strong cash flow will allow the company to
de-lever over time to a level more consistent with the Ba1 credit
rating.

The change in rating outlook to negative reflects the additional
debt taken on to fund the acquisition and the resulting decline in
credit metrics. The company's debt to EBITDA based on 2011
estimates is anticipated to increase to approximately 3.7 times
(Moody's adjusted) after the close of the transaction from under
3.0 times (Moody's adjusted) previously estimated for 2011.
Although SPX has stated that it will operate CLYDEUNION as a
distinct business unit in 2012, there are still integration
challenges as would be expected from an acquisition.

On August 25, 2011, the company announced the acquisition of
CLYDEUNION, a privately held UK based pump supplier with estimated
2011 revenues of approximately $585 million. Under the terms of
the amended agreement, SPX will be paying approximately $900
million in cash and approximately $300 million in potential
performance based earn outs to purchase CLYDEUNION which will
likely result in a meaningful increase in its leverage metrics and
weaker coverage metrics in the near term.

On October 1, 2011, the company received committed senior secured
financing of $300 term loan X and $500 million in term loan A to
finance the acquisition of CLYDEUNION. The additional debt ranks
pari passu to existing $1.8 billion senior secured facilities
(unrated) and as such, forces a lower recovery on its $600 million
and $500 million of existing senior unsecured notes.

The company's SGL-3 speculative grade liquidity rating reflects
the company's sizeable maturity within 18 months; $130 million
draw on the revolver and tighter leverage covenant cushion as a
result of the CLYDEUNION acquisition. This view is balanced by the
company's still sizable cash balance and consistent free cash flow
generation. At October 1, 2011, SPX had $395.2 million (or 7.9% of
LTM sales) in cash and cash equivalents.

Downgrades:

Issuer: SPX Corporation

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
      SGL-2

   -- Senior Unsecured Regular Bond/Debenture, $600M 6.875% Gtd.
      Sr. Unsecured Notes due 2017, Downgraded to Ba2, LGD5, 71%
      from Ba1, LGD4, 57%

   -- Senior Unsecured Regular Bond/Debenture, $500M 7.625% Gtd.
      Sr. Unsecured Notes due 2014, Downgraded to Ba2, LGD5, 71%
      from Ba1, LGD4, 57%

Outlook Actions:

Issuer: SPX Corporation

   -- Outlook, Changed To Negative From Rating Under Review

Confirmation:

Issuer: SPX Corporation

   -- Probability of Default Rating, Confirmation at Ba1

   -- Corporate Family Rating, Confirmation at Ba1

The company's credit rating is limited by low return on assets,
and its history of leveraging up for acquisitions. Nonetheless,
SPX's ratings could be raised if the company were to improve
organic revenues and operating margins to a level that results in
Return on Assets above 11% and a sustainable EBITA to Interest
above 4.5 times. Its outlook can be stabilized if the company can
return to its historical leverage metrics of approximately 3.3
times while improving liquidity. The ratings could be downgraded
if revenues or profitability decline leading to deterioration in
credit metrics such that Debt to EBITDA reached over 4.0 times or
EBITA to interest expense fell below 3.0 times. A debt to book
capital ratio above 60% could also lead to a negative rating
action.

The principal methodologies used in rating SPX Corporation was
Global Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

SPX Corporation ("SPX") is a provider multi-industrial flow
technology, test and measurement, thermal and industrial products
and services with operations in over 35 countries. The company
operates in four core business segments: flow technology
(approximately 36% of revenue); thermal equipment and services
(31%); test and measurement (20%); industrial products and
services (13%). Revenues for the LTM period through October 1,
2011 totaled $5.3 billion.


STOCKDALE TOWER: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stockdale Tower 1, LLC
        5060 California Avenue, 11th Floor
        Bakersfield, CA 93309

Bankruptcy Case No.: 11-62167

Chapter 11 Petition Date: November 7, 2011

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

Judge: W. Richard Lee

Debtor's Counsel: Jacob L. Eaton, Esq.
                  KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB &
                  KIMBALL, LLP
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309
                  Tel: (661) 395-1000

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

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

The petition was signed by Terry L. Moreland, member.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Moreland Aircraft, LLC                09-11330            02/19/09
Barcelona II, LLC                     09-12689            03/30/09
Barcelona, LLC                        09-13467            04/20/09

Stockdale Tower 1's List of Its three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Randy L. and Mary J. Molina        Bonus Payments         $250,000
3701 Borahpeak Road
Bakersfield, CA 93306

Otis Elevator Company              Judgment                $50,897
Ten Farm Springs Road
Farmington, CT 06032

Franchise Tax Board                Tax Lien                 $9,025
Bankruptcy Mail Stop PIT A340
P.O. Box 2952
Sacramento, CA 95812


SUPERCONDUCTOR TECHNOLOGIES: Posts $3.3MM Net Loss in 3rd Qtr.
--------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $3.3 million on $479,000 of
revenues for the three months ended Oct. 1, 2011, compared with a
net loss of $3.4 million on $2.0 million of revenues for the three
months ended Oct. 2, 2010.

The Company had a net loss of $10.2 million on $3.2 million of
revenues for the nine months ended Oct. 1, 2011, compared with a
net loss of $9.0 million on $7.8 million of revenues for the nine
months ended Oct. 2, 2010.

The Company's balance sheet at Oct. 1, 2011, showed $16.8 million
in total assets, $2.8 million in total liabilities, and
stockholders' equity of $14.0 million.

As reported in the TCR on March 28, 2011, Marcum LLP, in Los
Angeles, expressed substantial doubt about Semiconductor
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred significant net losses since its
inception and has an accumulated deficit of $237.6 million and
expects to incur substantial additional losses and costs.

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

                       http://is.gd/oFZbEW

Santa Barbara, Calif.-based Superconductor Technologies Inc.
(Nasdaq: SCON) -- http://www.suptech.com/-- develops and
produces high temperature superconducting ("HTS") materials
and associated technologies.


SUPERMEDIA INC: Files Form 10-Q, Incurs $968 Million Q3 Net Loss
----------------------------------------------------------------
Supermedia Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $968 million on $399 million of operating revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $26
million on $349 million of operating revenue for the same period a
year ago.

The Company also reported a net loss of $909 million on $1.25
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $252 million on $750 million of
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.83
billion in total assets, $2.75 billion in total liabilities and a
$924 million total stockholders' deficit.

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

                        http://is.gd/3TdaL7

                         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.


TAYLOR BEAN: Judge Approves $15-Mil. WARN Action Deal
-----------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that a Florida
bankruptcy judge on Friday signed off on a $15 million settlement
between Taylor Bean & Whitaker Mortgage Corp. and a class of
nearly 3,000 former employees who allege they weren't given proper
notice before massive layoffs in 2009 when the troubled mortgage
lender shut down.

As reported by the Troubled Company Reporter on Oct. 13, 2011,
when Taylor Bean filed under Chapter 11, almost 3,000 workers lost
their jobs.  A class-action lawsuit followed, and a $21.4 million
claim was filed for members of the class.  Because sought-after
wages would have been earned during the Chapter 11 case, the lost
compensation was claimed to be an expense of the bankruptcy
required to be paid in full.  Meanwhile, Taylor Bean confirmed and
implemented its Chapter 11 plan in August.  Since then, a
settlement was reached regarding the WARN Act claims.

Bloomberg News had noted that, assuming the bankruptcy judge
approves, the creditors' trust would set aside $15 million to be
paid to the former workers as a priority claim arising during the
Chapter 11 case.  According to Bloomberg, the plaintiffs' lawyers
had said the settlement represents a 70% recovery for the priority
portion of the claim.  In addition to creating the creditors'
trust, the plan ultimately is to administer $322 million to $521
million, according to the disclosure statement.  Once claims with
higher priority are paid, between $264 million and $354 million
would remain for unsecured creditors with claims totaling more
than $8 billion.

According to Bloomberg, unsecured creditors were expected to have
a distribution between 3.3% and 4.4% pursuant to the Plan
disclosure statement.  The largest claim, $3.25 billion, belongs
to the Federal Deposit Insurance Corp.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TENET HEALTHCARE: Ten Directors Elected at Annual Meeting
---------------------------------------------------------
The 2011 annual meeting of shareholders of Tenet Healthcare
Corporation was held on Nov. 3, 2011.  The shareholders (1)
elected all of the board's nominees for director, (2) approved an
advisory resolution on the compensation paid to the Company's
named executive officers, (3) indicated their preference that
future advisory votes on executive compensation be held annually,
and (4) ratified the selection of Deloitte & Touche LLP as the
Company's independent registered public accountants for the year
ending Dec. 31, 2011.

The directors elected at the Annual Meeting are:

   (1) John Ellis "Jeb" Bush;
   (2) Trevor Fetter;
   (3) Brenda J. Gaines;
   (4) Karen M. Garrison;
   (5) Edward A. Kangas;
   (6) J. Robert Kerrey;
   (7) Floyd D. Loop, M.D.;
   (8) Richard R. Pettingill;
   (9) Ronald A. Rittenmeyer; and
  (10) James A. Unruh.

Based on the results of the advisory vote on the frequency of
future advisory votes on executive compensation, and consistent
with the recommendation of the board, the board adopted a
resolution providing that an advisory vote on the compensation of
the Company's named executive officers would be held annually
until the next advisory vote on the frequency of future advisory
votes on executive compensation.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                          *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TERRESTAR NETWORKS: Dish Network Settles Sprint Claims
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Dish Network Corp.
is a giant step closer to owning TerreStar Networks Inc. and DBSD
North America Inc., after settling a long legal fight with Sprint
Nextel Corp. over a satellite-licensing agreement.

                  About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


THERMOENERGY CORP: Amends 54.1 Million Common Shares Offering
-------------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the resale of up to 54,166,684 shares of Common Stock,
par value $0.001 per share, of ThermoEnergy Corporation that may
be sold from time to time by Security Equity Fund, Mid Cap Value
Fund, SBL Fund, Series V (Mid Cap Value), Security Equity Fund,
Mid Cap Value Institutional Fund, et. al.  The Company will not
receive any proceeds from the sale of the Common Stock by the
selling stockholders.

The selling stockholders may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of Common Stock or
interests in shares of Common Stock on any market or trading
facility on which the Company's shares are traded or in private
transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.  No underwriter or other
person has been engaged to facilitate the sale of shares of the
Company's Common Stock in this offering.  The Company is paying
the cost of registering the shares covered by this prospectus as
well as various related expenses.  The selling stockholders are
responsible for all discounts, selling commission and other costs
related to the offer and sale of their shares.

The Company's Common Stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB."  On Nov. 1,
2011, the last reported sale price of our Common Stock on the
OTCBB was $0.21 per share.

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

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $15.98 million in total liabilities and a $11.65
total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


TIMOTHY ANDERS: Court's Flaws Don't Relieve Creditors of Duties
---------------------------------------------------------------
Bankruptcy Judge William J. Stone dismissed the lawsuit, ARVILLA
PIPELINE CONSTRUCTION CO., INC., v. TIMOTHY MARK ANDERS, Adv.
Proc. No. 11-07039 (Bankr. W.D. Va.), at the Debtor's behest.  The
suit seeking a determination of non-dischargeability pursuant to
11 U.S.C. Sec. 523(a)(2), (4) and (6) of the Debtor's asserted
liability to Arvilla for certain alleged pre-petition wrongful
actions on his part which are claimed to have damaged Arvilla's
property and business.  The Debtor said the complaint was untimely
in that it was filed after the deadline set by Bankruptcy Rule
4007(c).

Arvilla concedes that the complaint was filed after the date
provided for in the Rule, but seeks an equitable exception to the
enforcement of that provision on the ground that the Court's
notice to creditors of the bankruptcy filing failed to set forth
the date by which such a complaint was required to be filed and
that the Court has not provided to it any other notice of such bar
date.  Federal Rule of Bankruptcy Procedure 4007(c) expressly
provides that "[t]he court shall give all creditors no less than
30 days' notice of the time so fixed [to file a non-
dischargeability complaint] in the manner provided in Rule 2002."

However, Judge Stone said the Court's failure to do all that it
should have done -- that is, provide any date for filing a non-
dischargeability complaint -- did not relieve creditors of their
own duty to see to the protection of their own interests.  He said
"actual knowledge" of the bankruptcy filing in time to file a
complaint is all that is required, not actual knowledge plus at
least 30 days' notice of the bar date.  The facts of the case,
while unfortunate and embarrassing to the Court, do not present
the type of "extraordinary" circumstances justifying the Court in
disregarding the explicit deadline imposed by Bankruptcy Rule
4007(c), Judge Stone said.

A copy of Judge Stone's Nov. 4, 2011 Memorandum Decision is
available at http://is.gd/PAxKsbfrom Leagle.com.

Timothy Mark Anders filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Va. Case No. 11-70995) on May 5, 2011.


TONI BRAXTON: Talks About Bankruptcy During TV Show Premiere
------------------------------------------------------------
Toni Braxton talked about her recent bankruptcy during the Season
2 premiere of her reality television show Braxton Family Values,
Tuesday night.

"I'm very fortunate, my bankruptcy situation worked out really
great for me," Ms. Braxton said, according to Stephanie Gleason,
writing for Dow Jones' Daily Bankruptcy Review.  "So I?m starting
over, and starting over can be a great thing."

DBR relates that Ms. Braxton, in amended court documents filed in
June 2011, listed her rent or home mortgage payment as $5,000 a
month plus utilities, including $1,000 a month for telephone
service.  It?s not clear if these expenses refer to this home, and
not much else is known about the new residence.  Ms. Braxton also
put her income at $57,850 and expenses at $58,180 a month.
Royalties and residuals from hits like ?Un-Break My Heart? and
?You?re Makin? Me High? bring in $850 per month.  The majority of
her income comes from ?operation of business or profession.?

DBR recounts Ms. Braxton initially filed for (her second)
bankruptcy in the fall of 2010, claiming $1.6 million in assets
and $18.3 million in debts.  In amended court documents her debts
were upped to $19.7 million.  The debts include three years of tax
claims against her for $78,000, $336,000 and $320,000.  The also
owed $25,764.30 in credit card debt to Chase, $52,757.52 in credit
card debt to City National, $6,859.47 to Nieman Marcus and
$15,553.25 to Tiffany & Co.  The Grammy-award winning singer?s
Georgia property went into foreclosure in January 2011.

DBR notes that during the episode, two of Ms. Braxton?s sisters
fly out to Los Angeles to see her new house for the first time.

"Is this what it means to be bankrupt?" her sister asked,
according to DBR. "Sign me up. Did you see the size of that pool?"


UPTOWN DRINK: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Uptown Drink, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Minn. Case No. 11-47016) on Oct. 27 in Minneapolis.

Jim Hammerand, staff reporter at Minneapolis/St. Paul Business
Journal, citing court documents, reports that bar operator Drink
said it owes between $500,000 and $1 million to fewer than 50
creditors.

According to the report, Drink has requested approval to continue
paying its staff and intends to keep its doors at 1400 Lagoon Ave.
open during the bankruptcy case.

The report says Plaza 1 Inc. is owed $339,052 on a loan made to
Drink.  That loan is secured by a blanket lien on all the
business's assets, valued at $329,485.  The business also listed
a $76,408 debt to Golden Valley law firm Bernick, Lifson,
Greenstein, Greene & Liszt.  St. Paul alcohol distributor Johnson
Bros. Liquor Co. is owed just over $24,000, according to the court
documents.

The report says the filing does not list any tax liabilities.

The Debtor is represented by:

         Lynn J.D. Wartchow, Esq.
         WARTCHOW LAW OFFICE, LLC
         5200 Willson Road, Suite 150
         Edina, MN 55424
         Tel: (952) 836-2717
         E-mail: lynn@wartchowlaw.com


USEC INC: Incurs $6.9 Million Net Loss in Third Quarter
-------------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $6.90
million on $374.50 million of total revenue for the three months
ended Sept. 30, 2011, compared with net income of $1 million on
$564.60 million of total revenue for the same period during the
prior year.

The Company also reported a net loss of $44.70 million on $1.21
billion of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.50 million on $1.37 billion of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.04
billion in total assets, $2.72 billion in total liabilities and
$1.32 billion in stockholders' equity.

"Our results are in line with the outlook provided to investors.
Our profit margin is being squeezed by higher production and
purchase costs that have exceeded the increase in average prices
billed to customers," said John K. Welch, USEC president and chief
executive officer.  "Those higher and volatile costs are a key
reason why we have been intently focused on deploying the American
Centrifuge technology."

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

                        http://is.gd/4qevns

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VALLEJO, CA: Emerges from Bankruptcy
------------------------------------
A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.

Carolyn Jones at the San Francisco Chronicle reports that among
other changes, city staffers now contribute more to their health
insurance, new firefighters have lower pension plans, and the fire
department no longer has minimum staffing requirements.

The report notes the city has also taken steps to find more
revenue.  It's created a one-stop permit center for developers and
is asking for a 1-cent sales-tax increase and medical marijuana
tax on the Nov. 8 ballot.  The moves have paid off.  Toys R Us is
opening a new store, and Blu Homes, a pre-fabricated home
manufacturer, is opening a plant on Mare Island, according to
Assistant City Manager Craig Whittom.  The fire and police unions
unsuccessfully sued to stop the bankruptcy, saying the city had
ample funds and was merely trying to dodge its contract
obligations, notes the report.

The report says the bankruptcy proceedings cost Vallejo $8 million
in legal fees.  Real estate agents were required to disclose the
city's status to buyers, and national media pointed to Vallejo as
a nightmare scenario for cash-strapped cities everywhere.

                      About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.


VIKING SYSTEMS: Incurs $569,000 Net Loss in Third Quarter
---------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $569,172 on $2.96 million of net sales for the three months
ended Sept. 30, 2011, compared with a net loss of $632,565 on
$1.83 million of net sales for the same period during the prior
year.

The Company also reported a net loss of $1.87 million on $8.59
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.37 million $5.75 million of net
sales for the same period a year ago.

The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.26
million in total assets, $2.59 million in total liabilities, all
current, and $3.66 million in total stockholders' equity.

Jed Kennedy, President and CEO of Viking Systems said, "In what
many view as a very difficult global financial climate, we are
pleased to be able to report 62% sales growth for the third
quarter.  Despite these difficult financial times, we believe we
have put in place the pieces necessary to continue growing our
sales and drive 3D adoption in the operating room.  We will
continue to make what we believe to be the necessary investment in
sales and marketing as we continue to develop our commercial
operations.  The fourth quarter is the strongest quarter for
hospital capital equipment sales, both in the U.S. and in major
markets around the world.  We anticipate a strong finish to the
year for 3DHD Vision System sales."

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

                        http://is.gd/cjqrv3

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VITRO SAB: Seeks Circuit Court Appeal on New York Suit
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB is hoping for a direct appeal to the U.S.
Circuit Court of Appeals in New Orleans from a ruling by the
bankruptcy judge last month allowing holders of defaulted bonds to
continue a lawsuit in New York state court against non-bankrupt
Vitro subsidiaries.  Commenced in August, the bondholders' suit
seeks a declaration from the state court that the Vitro parent's
reorganization in a Mexican court can't affect non-bankrupt
subsidiaries' guarantees of $1.2 billion in defaulted bonds.

According to the report, Vitro filed an appeal from the ruling
where U.S. Bankruptcy Judge Harlin Hale in Dallas allowed the suit
to go forward.  Judge Hale said that the suit wasn't against a
company in bankruptcy in the U.S. and didn't threaten the property
of a bankrupt company.

Mr. Rochelle discloses that in a wrinkle on a normal appeal, Vitro
wants to skip over an intermediate appeal to the U.S. District
Court in Dallas.  If Judge Hale goes along with the idea of
cutting out one layer of appeal, the circuit court still must
decide to accept the case.  Judge Hale told the bondholders to
file opposing papers by Nov. 11.  He will decide whether to
recommend a direct appeal to the circuit court without holding a
hearing, Hale said in his order.

Bloomberg relates that Vitro contends that the dispute over the
state suit involves "matters of public importance."  The Mexican
company also sees the ruling last month as contrary to the purpose
of the parent's Chapter 15 bankruptcy case where Judge Hale is
allowing a court in Mexico to take a leading role in Vitro's
financial reorganization.  Previously, the bankruptcy court in
Texas refused to allow the Vitro parent to use the Chapter 15 case
to stop lawsuits against subsidiaries not in bankruptcy.

                         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: Bondholders Vow to Keep Fighting Restructuring Plan
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a group of Vitro
S.A.B.'s bondholders said they're going to keep fighting the
Mexican glassmaker's restructuring plan, a new version of which
was filed in a Mexican court this week.

                        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.


VUANCE LTD: Board OKs Appointment of Doron Levy as New CEO
----------------------------------------------------------
Mr. Arie Trabelsi, the chief executive officer of Vuance Ltd.,
has resigned from his position effective Nov. 1, 2011.  Mr.
Trabelsi will to continue to serve as a member of the Company's
board of directors.

The board of directors of the Company has approved the appointment
of Mr. Doron Levy as its new CEO, effective Nov. 1, 2011.

Until February 2011, Mr. Levy served for over twenty years
managing various international commercial operations for the State
of Israel.  Mr. Levi has extensive knowledge of global business
operations and management, and has significant expertise in the
Company's core technologies.

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

Fahn Kanne & Co., in Tel Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and negative cash flows from operations since
its inception and, as of Dec. 31, 2010, the Company had an
accumulated deficit of $49.3 million and a shareholders' deficit
of $7.9 million.

The Company reported a net loss of $2.0 million on $7.4 million of
revenue for 2010, compared with a net loss of $5.1 million on
$9.3 million of revenue for the same period of 2009.

The Company's balance sheet at June 30, 2011, showed US$1.64
million in total assets, US$8.86 million in total liabilities and
a US$7.22 million total shareholders' deficit.


VUANCE LTD: Annual General Meeting Scheduled for Dec. 8
-------------------------------------------------------
Vuance Ltd. will hold an Annual General Meeting of Shareholders on
Dec. 8, 2011, at 4:00 P.M (Israel time ), at the offices of the
Company at 14, Shenkar Street, 3th Floor, Hertzliya Pituach,
Israel.  In connection with this meeting, on or about Nov. 7,
2011, the Company will mail to shareholders a Notice of the Annual
General Meeting of Shareholders and Proxy Statement and Proxy
Card.

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

Fahn Kanne & Co., in Tel Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and negative cash flows from operations since
its inception and, as of Dec. 31, 2010, the Company had an
accumulated deficit of $49.3 million and a shareholders' deficit
of $7.9 million.

The Company reported a net loss of $2.0 million on $7.4 million of
revenue for 2010, compared with a net loss of $5.1 million on
$9.3 million of revenue for the same period of 2009.

The Company's balance sheet at June 30, 2011, showed US$1.64
million in total assets, US$8.86 million in total liabilities and
a US$7.22 million total shareholders' deficit.


WASHINGTON MUTUAL: Creditors, Shareholders Battle Over Appeals
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Washington Mutual
Inc. and its creditors are trying to crush a bid by shareholders
to join a frenzy of appeals sparked by the second rejection of the
bank's $7 billion Chapter 11 plan.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASHINGTON MUTUAL: FDIC Hasn't Consented to Deal Extension
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Federal
Deposit Insurance Corp. has balked at extending the termination
date for a three-way deal at the heart of Washington Mutual Inc.'s
Chapter 11 plan, an attorney for the company said.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASHINGTON MUTUAL: Wants to Terminate Certain Insurance Policies
----------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court a motion for an order, pursuant to Sections
105(a) and 363 of the Bankruptcy Code, (I) authorizing WaMu to
surrender and terminate certain insurance policies and (II)
authorizing Pacific Life to distribute the policy proceeds.
The aggregate cash surrender value of the policies is roughly
$3 million.

The Court scheduled a Nov. 22, 2011 hearing to consider the
motion.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WAVE SYSTEMS: Registers 5.2 Million Class A Common Shares
---------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement regarding Amiti
Ventures I LP, Elron Electronic Industries Ltd., Walden Israel
Ventures III, L.P., et al.'s intention to sell, from time to time,
up to 5,267,374 shares of Wave's Class A common stock, par value
$0.01 per share.  The shares of Class A common stock were
initially issued to the selling stockholders on Sept. 22, 2011, in
connection with Wave's acquisition of Safend Ltd., a company
formed under the laws of Israel, or Safend.

The selling stockholders may sell these securities on a continuous
or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these
methods.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
Oct. 27, 2011, was $2.77 per share.

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

                        http://is.gd/2uAVrC

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $16.47
million in total assets, $13.07 million in total liabilities and
$3.39 million in total stockholders' equity.


WEST END: Hearing on Plan Outline Continued Until Nov. 22
---------------------------------------------------------
American Bankruptcy Institute reports that a disclosure statement
hearing for West End Financial Advisors LLC has been continued
until Nov. 22 while the Debtor works on an amended liquidation
plan.

As reported in the Troubled Company Reporter on Sept. 15, 2011,
there are three secured creditors with claims aggregating about
$13 million.  According to the disclosure statement, West End
believes that the security interest for a
$5 million claim is invalid.

The TCR reported that there are $13 million in general unsecured
creditor claims and $67 million in unsecured investor claims.  The
investors' claims will be treated as claims rather than equity and
share pro rata with general creditors.

Under the plan, valid secured claims will be paid with five-year,
interest-bearing secured notes.  The notes can be paid before
maturity.  One secured claim, for $1.7 million, will be paid in
full if the lender receives $1 million by March.

                      About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WILLIAM LYON: Reaches Pact with Stakeholders on Recapitalization
----------------------------------------------------------------
William Lyon Homes announced significant developments in its
comprehensive recapitalization plan.  The Company believes these
developments will allow it to take advantage of historic market
opportunities and position itself for long-term growth.

The Company's key stakeholders, including approximately 64% of the
aggregate principal balance of the Company's senior notes, its
senior secured lender and the Lyon Family, have signed definitive
agreements supporting the Company's recapitalization plan.  The
Company anticipates the recapitalization transaction will be
completed by the end of the first quarter 2012.

In support of their commitment to the Company and confidence in
its long-term prospects, the Lyon family has committed to invest
an additional $25 million in William Lyon Homes as part of the
recapitalization plan in exchange for 20% in post-transaction
common equity and warrants for an additional 9.1% of common
equity.  Existing senior management - including Chief Executive
Officer General William Lyon, Chief Operating Officer William H.
Lyon and Executive Vice President Matthew R. Zaist - will continue
managing the Company and the Lyons will remain on the Board of
Directors, with General Lyon continuing as Chairman to ensure the
continuity of the business.

"We have reached a major milestone with our key stakeholders
toward achieving our goal of substantially reducing our debt
burden.  We are confident these efforts, supported by our secured
lender, majority noteholders and the Lyon family, will strengthen
the Company to the benefit of our homebuyers, development partners
and employees," said General Lyon.

Under the plan, the senior secured lender will receive a $235
million secured note at 10 1/4% with a 3-year maturity.  The ad
hoc committee representing a majority of the Company's senior
noteholders has agreed to exchange approximately $284 million of
existing senior notes for $75 million in secured notes at an
interest rate of 12% (8% in cash and 4% in Pay-in-Kind (PIK))
Notes with a 5-year maturity. In addition, the senior noteholders
will receive 28.5% post-transaction common equity in the Company.

Additionally, the Company will launch a rights offering, which is
fully backstopped by the Company's largest noteholder, for $10
million in common equity and $50 million in new convertible
preferred equity, representing 51.5% post-transaction equity.  The
rights offering, along with the Lyon family contribution will
represent an $85 million cash infusion which positions William
Lyon Homes to take advantage of opportunities and positions the
Company for long-term success.  The interest payment finally due
on Oct. 31, 2011, on its 10 3/4% senior notes is being addressed
in the recapitalization plan and as such, the Company has elected
not to pay it.

"Once the recapitalization is completed, William Lyon Homes'
capital structure will provide the foundation for sustainable
profitability and better position the Company to meet the
challenges of our industry head on," said William H. Lyon.  "We
look forward to implementing our recapitalization plan shortly as
we believe this plan will put William Lyon Homes on a strong
financial footing to grow the business."

To that end, the Company is pleased to report that it has closed
on the acquisition of a 27-acre parcel in Palo Alto and Mountain
View, CA, known as the former Mayfield Mall.  Mayfield is
centrally located, only minutes from downtown Mountain View,
downtown Palo Alto and Stanford University and within walking
distance to a wide array of shops, restaurants, grocery stores and
the San Antonio Caltrain station.  The property will include four
distinct single family attached and detached communities and is
entitled for 303 units.  The acquisition was financed by a
subsidiary of one of the Company's largest noteholders with the
consent of its senior secured lender.

"The Mayfield Project is a fantastic opportunity, a sign of the
Company's long-term plans and the willingness of the noteholders
and senior secured lender to support our plan through their
participation in the acquisition of this project," concluded
Matthew R. Zaist.

While the Company believes the recapitalization plan will
significantly benefit the Company, there can be no assurance that
the Transaction will be consummated pursuant to the terms
described herein.

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2011, showed $611.15
million in total assets, $610.25 million in total liabilities and
$896,000 in equity.

                           *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.

As reported by the TCR on Sept. 6, 2011, Moody's Investors Service
lowered the ratings of William Lyon Homes, including its corporate
family and probability of default ratings to Ca from Caa2 and the
ratings on its public senior unsecured notes to C from Caa3. The
rating outlook is negative.

These rating actions result from the company's recently missed
interest payment of $2.92 million on its 7.5% senior unsecured
notes due 2/15/2014.  Moody's will attempt to determine the
company's reasons for missing the coupon payment in light of its
apparent availability of funds to make the payment and its plans
to address what Moody's considers to be an untenable capital
structure.


WINDSTREAM CORP: Moody's Rates Proposed $500MM Notes at 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's ("Windstream" or the "Company") proposed $500
million senior unsecured notes due 2022. The company expects to
use the net proceeds primarily to redeem about $202 million of the
company's existing senior unsecured 8.625% senior notes that
mature in 2016, and to pay down the outstandings under the
company's revolving credit facility. Upon the full redemption of
the 2016 notes, their ratings will be withdrawn.

Assignments:

   Issuer: Windstream Corporation

   -- US$500M Senior Unsecured Regular Bond/Debenture, Assigned
      Ba3 (LGD5- 72%)

Outlook -- Stable

RATINGS RATIONALE

Windstream's Ba2 corporate family rating broadly reflects Moody's
expectations that, as result of the recently announced acquisition
of Paetec Holding Corp ("Paetec"), the Company's adjusted
Debt/EBITDA leverage is expected to remain elevated for the rating
category at about 3.8x over the next year. Prospective synergies
from the Paetec acquisition are likely achievable, but are
mitigated by the Company's challenges to successfully integrate
Paetec's operations and culture. Paetec marks the fifth
acquisition that Windstream has announced since the beginning of
2010, and Windstream's leverage has increased given acquisition
funding and increased capex needs related to the acquired
businesses. Ratings may be pressured if the envisioned synergies
are delayed, or if Windstream is unable to grow EBITDA and
sufficiently delever, in light of continued aggressive growth
strategies.

Windstream has diversified its revenue stream through the
acquisitions of regional data centers and competitive local
exchange carriers, and the company has a good track record for
successful integrations. The Paetec acquisition is a continuation
of the Company's strategy to grow revenues from business
customers, as proforma for the transaction its business and
broadband customers would represent more than 70% of total
revenues, adding to the solid platform to target additional
revenue growth opportunities. While revenue growth from
residential customers is unlikely for most incumbent wireline
operators due to secular pressures, Moody's expects revenue from
the business sector to grow modestly when the economy rebounds.
Moody's also notes that the company's management team, which has a
good record for meeting its commitments, is likely to stem the
pace of the cash flow declines in its legacy telephone markets
primarily through cost containment, and to a lesser extent with
greater penetration of higher-margin bundled product offerings.

Moody's also notes that the ratings on the individual debt
instruments may ultimately converge towards the company's Ba2
corporate family rating if a greater proportion of senior secured
debt is raised by the company, or depending on the final
proportion of Paetec's senior secured debt in the capital
structure.

What Could Change the Rating - Up

Positive rating momentum could develop, although unlikely in the
intermediate term, if free cash flow grows to higher than 8% of
debt and Total Debt-to-EBITDA drops on a sustainable basis to
below 3.0x.

What Could Change the Rating - Down

Ratings could be pressured if the company's integrations and
concomitant synergies are stalled, resulting in strained liquidity
metrics. Adjusted Debt/EBITDA leverage approaching 4.0x for a
protracted period would pressure the rating.

The principal methodology used in this rating was Moody's Global
Telecommunications Industry, published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Moody's most recent rating action for Windstream was on January 7,
2011. At that time, Moody's rated Windstream's $200Mln extension
of existing notes due 2020 at Ba3, LGD4 - 69%.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 21 states and generated about $$3.7
billion in revenues in Fiscal Year 2010.


WINDSTREAM CORP: S&P Assigns 'B+' Rating to $500MM Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '5' recovery rating to Little Rock-based
telecommunications provider Windstream Corp.'s $500 million of
senior notes due 2022 to be issued under rule 144A without
registration rights. The '5' recovery rating indicates
expectations for modest (10% to 30%) recovery in the event of
payment default.

"At the same time, we affirmed Windstream's 'B+' senior unsecured
debt rating and removed it from CreditWatch with negative
implications, where it was placed on Aug. 2, 2011, following the
company's announcement that it had agreed to acquire Rochester,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. in a stock-based transaction valued at $2.3
billion. As part of the acquisition, Windstream said it intended
to place an unsecured downstream guarantee on PAETEC's debt. By
removing the 'B+' issue-level rating from CreditWatch, we have
determined that the guarantee is unlikely to dilute recovery
prospects for Windstream's existing unsecured debt sufficiently to
result in a one-notch downgrade when the transaction closes.
As such, the recovery rating is unchanged at '5'," S&P stated.

The company said it intends to use net proceeds of the current
note issuance to redeem $201.5 million of its 8.625% senior notes
due 2016 and to repay about $280 million under the revolving
credit facility.

The 'BB-' corporate credit rating and stable outlook on Windstream
are unchanged. The ratings reflect an "aggressive" financial risk
profile, including a substantial common dividend, which limits
potential debt reduction. The ratings also reflect a "weak"
business risk profile given the company's increased exposure to
sectors with heightened competition, such as the CLEC business and
fiber transport. "Pro forma for the pending acquisition of PAETEC,
we estimate that about half of Windstream's revenue will come from
businesses where it is not the incumbent provider. The CLEC
business, in particular, is characterized by a high degree of
competition from larger and better capitalized telecom providers,
including AT&T Inc. and Verizon Communications Inc. Moreover, the
incumbent cable operators are increasing their presence in the
small to midsize businesses segment as their core residential
market matures," S&P related.

"Tempering factors include the company's favorable market position
as an incumbent provider of local and long-distance
telecommunications services in less competitive and geographically
diverse secondary and tertiary markets, growth from digital
subscriber line services, still-healthy EBITDA margins, and our
expectation for solid free operating cash flow. (For the complete
corporate credit rating rationale, see the research update on
Windstream, published Aug. 2, 2011, on RatingsDirect on the Global
Credit Portal)," S&P stated.

Ratings List

Windstream Corp.
Corporate Credit Rating       BB-/Stable/--

New Ratings

Windstream Corp.
Senior Secured
  $500 mil nts due 2022        B+
   Recovery Rating             5

Ratings Affirmed And Off CreditWatch
                               To            From
Windstream Corp.
Senior Unsecured              B+            B+/Watch Neg
   Recovery Rating             5             5


WPX ENERGY: Moody's Assigns Ba1 Rating to $1.5MM Notes Offering
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to WPX Energy,
Inc.'s (WPX) planned offering of $1.5 billion senior unsecured
notes. Moody's also assigned a Ba1 Corporate Family Rating (CFR)
and a SGL-2 Speculative Grade Liquidity rating. The rating outlook
is stable. The majority of the proceeds from the notes offering
will be distributed to WPX's parent company, The Williams
Companies, Inc. (Williams, Baa3 negative) and used for debt
repayment at Williams.

RATINGS RATIONALE

"WPX Energy's Ba1 rating reflects its large reserve and production
scale and low financial leverage," commented Pete Speer, Moody's
Vice President. "The rating also incorporates the risks of the
company's limited geographic diversification and concentration in
natural gas."

WPX is an independent exploration and production (E&P) company
that was recently formed to own Williams' E&P business. The
company will be separated from Williams in a tax free spin-off
that is planned to be completed by the end of 2011. The proceeds
from the senior notes offering will provide $500 million of cash
to be retained by WPX with the remaining proceeds distributed to
Williams.

The company operates in the Piceance, Powder River and San Juan
Basins and the Barnett, Marcellus and Bakken shales. WPX's third
quarter 2011 US production was a sizable 212 mboe per day and was
around 85% natural gas factoring in the natural gas liquids that
are included in the reported gas volumes. The properties in the
Piceance Basin accounted for approximately 60% of that US
production and were approximately 69% of its US proved reserves of
712 mmboe at December 31, 2010. WPX also owns 69% of Apco Oil &
Gas International, Inc., a publicly traded E&P operating in
Argentina and Colombia. This investment provides the company with
additional oil and international exposure, but it currently
amounts to less than 5% of WPX's combined US and International
production.

WPX has significant acreage positions and growing production in
the Bakken and Marcellus shale plays. Although this expansion will
improve WPX's geographic diversification and increase its oil
production, the transition will take several years to achieve
meaningful production and reserve diversification and entails
execution risk. Moody's also believes that the expansion into
these new plays and the potential for additional acreage
acquisitions will make it challenging for the company to lower its
finding and development costs and generate returns that are more
competitive with its peer group through the end of 2012.

In order for the ratings to be upgraded to investment grade, WPX
will have to achieve meaningful diversification through production
and reserves growth in the Bakken and Marcellus while lowering its
finding and development costs to generate more competitive
returns. The company currently has a leveraged full-cycle ratio
under 1x and that would have to move to the 1.5 to 2x range on a
sustainable basis to be considered for an upgrade. In addition,
future acquisitions and negative free cash flow will have to be
funded in a manner that keeps debt/average daily production and
debt/proved developed reserves under $10,000/boe and $5/boe,
respectively. Conversely, if the company were to significantly
increase its leverage metrics through debt funded acquisitions or
a more aggressive capital spending plan, the ratings could be
downgraded. Debt/average daily production and debt/PD over
$17,000/boe and $8/boe could pressure the ratings.

The SGL-2 rating reflects Moody's expectation that WPX will
maintain good liquidity through the end of 2012 due to the
expected cash balance and available borrowing capacity on its
revolving credit facility. The company will also have substantial
flexibility to pursue additional acquisitions to continue its
efforts to diversify its asset base. Following the IPO, the
company is expected to have $500 million of cash and $1 billion of
available borrowing capacity on its $1.5 billion revolving credit
facilities. This will be more than ample liquidity to cover
forecasted negative free cash flow through the end of 2012 and
potential shortfalls in operating cash flows due to commodity
price declines, production not meeting forecasts and working
capital fluctuations. WPX has significant headroom under its
revolver covenants that Moody's expects to persist and its assets
and investments are unencumbered enabling the company to sell
assets to raise cash.

The Ba1 rating for the proposed senior notes reflects both the
overall probability of default of WPX, to which Moody's assigns a
PDR of Ba1, and a loss given default of LGD 4, 53%. The senior
notes are expected to be unsecured and have no subsidiary
guarantees. Since the revolving credit facilities and senior notes
will both be unsecured and unguaranteed, the senior notes are
rated the same as the Ba1 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in rating WPX Energy was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

WPX Energy Inc is an independent exploration and production
company based in Tulsa, Oklahoma. It is presently a wholly owned
subsidiary of The Williams Companies, Inc.


WPX ENERGY: S&P Assigns 'BB+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Tulsa-based WPX Energy Inc. (WPX). "We also
assigned a 'BB+' issue-level rating and a '3' recovery rating on
WPX's planned $1.5 billion senior unsecured note offering. The '3'
recovery rating indicates our expectations of meaningful (50% to
70%) recovery prospects in the event of a payment default. WPX
will retain $500 million of the net proceeds of the offering for
general corporate purposes (which include the funding of future
capital expenditures), and the remainder will be paid to its
parent company, The Williams Cos Inc. The outlook is stable," S&P
said.

"The ratings on WPX reflect the company's midsize asset base and
production levels, exposure to currently weak natural gas prices,
and significant capital spending, which will likely lead to cash
flow deficits over the intermediate term," said Standard & Poor's
credit analyst Lawrence Wilkinson. The ratings also reflect the
company's modest leverage, sizable resource play acreage positions
from which to grow future production, and strong liquidity.

"We view WPX's business profile as fair. The company's domestic
proved reserve base totaled 4.3 tcfe as of Dec. 31, 2010, and
production was more than 1.3 bcfe per day in the third quarter of
2011, which positions WPX as one of the larger companies in the
'BB' rating category. However, the company has significant
exposure to natural gas (97% of 2010 proved reserves), and its
cost structure is meaningfully higher than those of other natural
gas-focused companies in the 'BB' rating category. The company's
operating expenses (lease operating expense, production taxes,
gathering and transportation, and general and administrative
expense) per mcfe were $2.32 per mcfe in 2010. Given weak
natural gas prices, this has resulted in relatively low
profitability per mcfe," S&P said.

Despite these negative factors, the company has decent operating
diversity and hedge protection through the end of 2012. The
company has significant operations in six domestic basins with
approximately 85% of production coming from the Piceance, Powder
River, and San Juan Basins. "Over the intermediate term, we expect
the company to devote the majority of its capital spending toward
developing its Piceance, Bakken, and Marcellus acreage.
Profitability should be enhanced by the company's existing hedge
protection, which covers approximately two-thirds and one-half of
2011 and 2012 planned production, respectively, at prices above
current market levels," S&P related.

"The stable outlook reflects our view that WPX will be able to
fund its drilling program in a manner that does not erode the
company's credit protection measures. We would consider a
downgrade if the company were to materially increase debt funding
such that leverage approached 3x on a sustained basis. Given our
current assessment of the company's business risk profile, an
upgrade is unlikely over the near term," S&P stated.


YRC WORLDWIDE: Incurs $120.1 Million Net Loss in 3rd Quarter
------------------------------------------------------------
YRC Worldwide Inc. reported a net loss of $120.08 million on $1.27
billion of operating revenue for the three months ended Sept. 30,
2011, compared with a net loss of $62.43 million on $1.13 billion
of operating revenue for the same period during the prior year.

The Company also reported a net loss of $264.93 million on $3.65
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $346.89 million on $3.24 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

"I wish to express my personal thanks to Jeff Rogers for leading
the Holland recovery, and look forward to his leadership impact at
YRC," said James Welch, chief executive officer of YRC Worldwide.
"We are pleased with the continued year-over-year growth in
business volumes as we seek to change the culture of the company
and transition to new leadership.  The leadership changes at the
parent company and YRC, together with the redeployment of our
shared services functions, are all designed to position the
company for improved operating results from an increased focus on
the delivery of consistently reliable service to our customers,"
stated Welch.

A full-text copy of the press release is available for free at:

                        http://is.gd/7iWxRj

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Amends Form S-1 Registration Statement
-----------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission Amendment No.1 to Form S-1 registration statement
resales from time to time by Deutsche Bank AG New York Branch and
Deutsche Bank AG Cayman Islands of (i) up to $21,496,026 principal
amount of the Company's Series A Notes held by certain selling
securityholders and shares of the Company's common stock issuable
upon conversion of the Series A Notes held by certain
securityholders, plus such additional indeterminate number of
shares of common stock as may be required for issuance in respect
of the Series A Notes as a result of anti-dilution provisions
thereof or any liquidation preference associated therewith, (ii)
up to $19,213,217 principal amount of the Company's Series B Notes
held by certain selling securityholders and shares of the
Company's common stock issuable upon conversion of the Series B
Notes held by certain securityholders, plus such additional
indeterminate number of shares of common stock as may be required
for issuance in respect of the Series B Notes as a result of anti-
dilution provisions thereof or any liquidation preference
associated therewith and (iii) up to 161,339,531 shares of the
Company's common stock held by certain selling securityholders.

The Series A Notes, the Series B Notes and the shares of the
Company's common stock may be sold from time to time by or on
behalf of the selling securityholders.

The selling securityholders will receive all proceeds from the
sales of the Series A Notes, the Series B Notes and the shares of
the Company's common stock being registered in this registration
statement.  The Company will not receive any portion of the
proceeds from the sales of the Series A Notes, the Series B Notes
or the shares of common stock.

The Company's common stock is currently listed on the NASDAQ
Global Select Market under the symbol "YRCW"; however, the
Company's common stock is currently subject to delisting from the
NASDAQ Global Select Market.  The Company's common stock currently
listed on the NASDAQ is subject to delisting if the Company does
not implement a reverse stock split and demonstrate compliance
with bid price rules on or before Dec. 31, 2011.  There is no
market for the Series A Notes or the Series B Notes on the NASDAQ
Global Select Market or any national or regional securities
exchange.

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

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZAIS INVESTMENT: Court Sets Feb. 6 Hearing to Confirm Hildene Plan
------------------------------------------------------------------
Hildene Capital Investment, LLC, and Hildene Opportunities Master
Fund, Ltd., have filed a disclosure statement for its Chapter 11
Plan of Reorganization for Zais Investment Grade Limited VII.

Hildene Capital Management and Hildene Opportunities Master Fund,
hold $27 million aggregate original principal amount of Class A-2
Notes.  The Plan Proponents acquired the Class A-2 Notes after the
Petition Date.

The Plan, filed Sept. 30, 2011, is premised upon the Debtor's
continued existence.  The holders of Class A-1 Notes (owed
$184,113,051 plus accrued and unpaid interest) will be unimpaired
and, as such, will continue to hold their pre-petition notes,
which will continue to be governed by the Indenture, and continue
to have the same legal and equitable rights they held prior to the
commencement of the Debtor's Chapter 11 Case.

Holders of Class A-2 Notes (owed $27,000,000) will also continue
to hold their pre-petition notes, which will also continue to be
governed by the Indenture.  Holders of the Class A-2 Notes,
however, will waive and forgo their right to post-petition
interest.  Additionally, Class A-2 Notes will receive the common
equity in the Reorganized Debtor.  The common equity will not be
entitled to any distributions until all preferred equity issued
under the Plan has been satisfied and canceled.  Estimated
recovery is 68.52%.

Class 5 Class A-3 Note Claims (owed $72,000,000), Class 6 Class B-
1 Note Claims (owed $20,000,000), and Class 7 Class B-2 Note
Claims (owed $16,500,000) will have zero recovery.

Certain of the Holders of Class A-1 Notes have filed a competing
plan of reorganization wherein they contend that the value of the
Debtor's assets could be increased through opportunistic
liquidations.  These Holders, however, contend that in order for
such liquidations to occur, there must be a vote of the Holders of
all classes of Notes, which they contend is impractical.  The
Indenture, however, requires only a vote of all outstanding
classes of Notes.

While the Plan Proponents disagree with the competing Holders'
contention that convening a vote of the Holders of each class of
the Notes would be impractical, the Plan addresses this concern
through canceling all series of Notes junior to the Class A-2
Notes.  As such, in order to prematurely liquidate the Debtor's
Assets, the Indenture Trustee must only convene a vote of the
Holders of the Class A-1 and Class A-2 Notes.

The Plan adheres to the contractual payment waterfall and
subordination provisions of the Indenture by providing classes
junior to the Class A-2 Notes with preferred equity interests that
replicate the distribution scheme in the Indenture.  All Old
Equity Interests and claims junior to the Class B-2 Note Claims
will receive no distribution under the Plan.

Under the Plan, Allowed Administrative Claims and Allowed Tax
Claims are unclassified and unimpaired, and as a result are not
entitled to vote on the Plan.

Similarly, Class 1 Senior Indenture Administrative Expense Claims,
Class 2 Indenture Priority Claims, and Class 3 Class A-1 Note
Claims are left unimpaired and are not entitled to vote on the
Plan.

Class 4 Class A-2 Note Claims, Class 5 Class A-3 Note Claims,
Class 6 Class B-1 Note Claims, and Class 7 Class B-2 Note Claims
are impaired under the Plan, and are entitled to vote on the Plan.

Class 8 Subordinated Claims, Class 9 Income Note Claims, Class 10
General Unsecured Claims, and Class 11 Old Equity Interests shall
not retain any property or receive a distribution under the
Plan; as a result, Class 8 Subordinated Claims, Class 9 Income
Note Claims, Class 10 General Unsecured Claims, and Class 11 Old
Equity Interests are deemed to reject the Plan and their
votes are not being solicited.

The Bankruptcy Court has scheduled a hearing to consider
confirmation of the Plan for Feb. 6, 2012, at 2:00 p.m.  The
Bankruptcy Court has also directed that objections, if any, to
confirmation of the Plan be served and filed on or before Jan. 5,
2012, at 4:00 p.m.

A copy of the plan proposed by Hildene Capital Management and
Hildene Opportunities Master Fund is available for free at:

        http://bankrupt.com/misc/zaisinvestment.dkt196.pdf

               About Zais Investment Grade Limited

Zais Investment Grade Limited VII is an exempted company
incorporated on June 10, 2005, under the laws of the Cayman
Islands.  The Debtor is a special purpose vehicle formed for the
purpose of acquiring and managing securities, issuing Notes backed
by the Collateral Securities, listing the Notes on the Irish Stock
Exchange and engaging in certain related transactions.

The Debtor's Assets span a broad array of structured products,
primarily composed of residential and commercial mortgage-backed
securities, asset-backed securities (including consumer loans and
non-consumer loans) and tranches of other collateralized debt
obligations ("CDO Securities").

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII. On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $365,771,549 in liabilities in its schedules.

As reported in the TCR on Oct 7, 2011, Anchorage Capital Master
Offshore Ltd., Anchorage Illiquid Opportunities Offshore Master
L.P., and GRF Master Fund L.P., filed a first amended prepackaged
Chapter 11 plan of reorganization for Zais Investment Grade
Limited VII on Sept. 23, 2011.


ZOO ENTERTAINMENT: Inks 2nd Amended Factoring Pact with Panta
-------------------------------------------------------------
Zoo Publishing, Inc., a wholly-owned subsidiary of Zoo
Entertainment, Inc., entered into the Second Amended and Restated
Factoring and Security Agreement with Panta Distribution, LLC,
and MMB Holdings LLC, pursuant to which the parties agreed to
amend that certain Amended and Restated Factoring and Security
Agreement dated as of June 24, 2011, by and between Zoo Publishing
and Panta, to reflect the assignment by Panta to MMB of documents
and accounts, including related collateral security, under the
Prior Factoring Agreement and to amend certain other terms and
conditions of the Prior Factoring Agreement.

In connection with the New Factoring Agreement, Panta agreed to
assign all of its right, title and interest in and to the Prior
Factoring Agreement to MMB, as agent for itself and Panta,
pursuant to a Limited Recourse Assignment, dated as of Oct. 28,
2011, for a purchase price of $850,000.  Additionally, Panta is
retaining an interest in the principal amount of $185,818 owed by
Zoo Publishing under the Prior Factoring Agreement.  Under the New
Factoring Agreement, MMB, as agent for itself and Panta, agreed to
temporarily forbear from exercising certain of its rights under
default provisions therein until the earlier of Nov. 11, 2011, or
the occurrence of an additional default or breach by Zoo
Publishing, unless otherwise waived by MMB.  Simultaneously with
the assignment, Panta disbursed to Zoo Publishing funds in which
Zoo Publishing had an interest under the New Factoring Agreement.

Pursuant to the New Factoring Agreement, Zoo Publishing agreed to
make scheduled payments to MMB, as agent for itself and Panta with
respect to obligations owed by Zoo Publishing thereunder,
beginning Nov. 4, 2011, through Dec. 4, 2011, in the cumulative
principal amount of $1,035,818.  The New Factoring Agreement
terminates upon the later of (i) the collection by MMB of all of
the Purchased Accounts and (ii) the collection by Panta of
$1,035,818 net of all Incurred Expenses.  Zoo Publishing granted
MMB a first priority security interest in certain of its assets as
set forth in the New Factoring Agreement.

As a condition to the consummation of the transactions
contemplated by the New Factoring Agreement, each of Zoo
Entertainment and Zoo Games, Inc., a wholly-owned subsidiary of
the Company, entered into agreements with MMB pursuant to which
each entity reaffirmed its guarantee for the full and prompt
payment and performance of the obligations of Zoo Publishing under
the New Factoring Agreement.  In connection with the Reaffirmation
of Guaranty, Zoo Games also entered into a Trademark Security
Agreement with MMB, pursuant to which it granted MMB a security
interest in all of its assets.

Also, as a condition to the consummation of the transactions
contemplated by the New Factoring Agreement, David Fremed, Chief
Financial Officer of the Company, entered into an agreement with
MMB, pursuant to which Mr. Fremed reaffirmed his validity
guaranty.

MMB, a limited liability company organized under the laws of
Delaware, is controlled by David E. Smith, a director of the
Company, and Jay A. Wolf, Executive Chairman of the Board of
Directors of the Company.  Each of Mr. Smith and Mr. Wolf is a
member, equity owner, and officer or manager, as the case may be,
of MMB, and Mr. Smith is the managing member of Mojobear Capital,
the managing member of MMB.

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company's balance sheet at June 30, 2011, showed $8.8 million
in total assets, $14.0 million in total liabilities, and a
stockholders' deficit of $5.2 million.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


* 3rd Cir. Upholds Ruling on Hagens Berman Contract Suit
--------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that the Third Circuit
on Thursday upheld a lower court's decision allowing Hagens Berman
Sobol Shapiro LLP's suit against two securities lawyers over an
employment contract to proceed despite the bankruptcy filing of
one of the lawyers.

In the latest development in the long-running dispute between
Hagens Berman and married lawyers Eran Rubinstein and Susan Boltz-
Rubinstein, a three-judge panel said U.S. District Judge Eduardo
C. Robreno properly affirmed a ruling by the judge overseeing
Boltz-Rubinstein's Chapter 13 bankruptcy.


* GSEs Will Remain Under Pressure as Mortgage Insurers Struggle
---------------------------------------------------------------
Freddie Mac reported a $4.4 billion third quarter loss, partly
driven by a reduction of mortgage insurance recoveries.  Fitch
Ratings believes future results for both government-sponsored
entities (GSEs) under U.S. government protection (Fannie Mae and
Freddie Mac) will continue to be negatively affected by additional
deterioration in the mortgage insurance industry.  The 'AAA' long-
term IDRs of Fannie Mae and Freddie Mac are based on strong
government support.

Fitch feels mortgage insurers may be forced to make additional
haircuts on payments to GSEs as homeowners with the riskiest types
of mortgages continue to default.  The new business volumes being
written are not sufficient to offset continued losses from the
legacy books of business.

Last month, the main subsidiary of one of the leading mortgage
insurers, PMI Group Inc., was seized by insurance regulators after
sustaining major losses stemming from the subprime crisis.  PMI
Mortgage Insurance Co. is under exclusive control of the Arizona
department of insurance and paying just 50% on its claims. Fitch
thinks other insurers remain vulnerable, posing additional threats
to GSEs.

In addition to insurance payment trouble, GSEs are also affected
as interest rates have continued to drop to historically low
levels.  Their derivative books, which are used as a hedge for
increasing interest rates, must be marked down if rates drop.  The
Federal Reserve isn't expected to adjust interest rates until mid
2013.


* Macey Bankruptcy Law Lawyers Recognized as "2011 Best Attorney"
-----------------------------------------------------------------
It's that time of year again when The Pitch, Kansas City's most
popular newspaper, publishes its annual "The Best of KC" special
edition.  With reviews on the best of the best, the attorneys at
Macey Bankruptcy Law are pleased to announce that they are the
recipients of the Readers Choice 2011's Best Attorney Award.

Macey Bankruptcy Law has been representing consumer debtors in
bankruptcy cases since 1994.  Whether clients require a Chapter 7
bankruptcy lawyer or a Chapter 13 bankruptcy attorney, they can
find it at this experienced nationwide law firm.  The firm offers
unparalleled services at affordable fees, making Macey Bankruptcy
Law the largest and most experienced network of consumer
bankruptcy practices in the country.  Through tireless dedication
to customer service and commitment to the people it serves,
Macey's bankruptcy lawyers have worked hard to earn the respect of
its clients and the community, which is exemplified by this
Reader's Choice Award.

Macey Bankruptcy Law is honored to have received the prestigious
designation of 2011 Best Attorney.  The Pitch Best of KC 2011
edition features the best local businesses, concert venues, bars,
restaurants, chefs, athletes, artists, performers, writers and
more, and this year's Readers' Choice polls was the biggest-ever.
The Best of Kansas City 2011 can be accessed from the Pitch.com
website under "special issues."

                    About Macey Bankruptcy Law

Macey Bankruptcy Law, a service of Macey & Aleman, has been
representing consumer debtors in bankruptcy cases since 1994. From
a small storefront office, the firm has grown to become a national
law firm with 100 locations in 19 states.  Through tireless hard
work, dedication to customer service and commitment to fair and
reasonable fees, the firm's client base has grown to exceed
200,000.  More than 40,000 new clients now hire the firm for
consumer bankruptcy representation each year, on average. Macey
Bankruptcy Law, P.C. is proud of its 18 years of dedication to
consumers and maintains its commitment to professional legal
advice, unsurpassed customer service, and competitive and fair
fees.


* 5 Shapiro Fussell Attorneys Join Smith Moore
----------------------------------------------
Smith Moore Leatherwood LLP continues to strengthen its presence
in the Southeast with the addition of five new attorneys to its
Atlanta office.  Robert B. Wedge; G. Marshall Kent, Jr.; R. Milton
Crouch; Jason A. Cooper; and Tracy A. Marion have joined the firm,
which also has offices in Charleston and Greenville, S.C. and
Charlotte, Greensboro, Raleigh and Wilmington, N.C. The attorneys
joining Smith Moore Leatherwood were most recently with Shapiro
Fussell Wedge & Martin, LLP in Atlanta.

"This thoughtful expansion of our office brings skills that
broaden and enhance the firm's existing strengths," said Larry
Myers, Partner in Charge of the firm's Atlanta office. "The new
attorneys bring a wide range of litigation capabilities, such as
construction litigation and professional liability, as well as
estate planning, taxation, bankruptcy and financial services
capabilities. We're growing in ways that are meaningful to our
clients."

"I have known and worked with many of the Smith Moore Leatherwood
attorneys for years, both personally and professionally," said Bob
Wedge, partner at the firm. "Over the years, my colleagues and I
have come to know the culture and reputation of the firm as one
that we respect and admire. I am certain that our integration into
the firm will be seamless, allowing our focus to remain on the
challenges faced by our clients."

This announcement comes on the heels of additional 2011 firm
growth across Southeast, including the opening of a new office in
Charleston, S.C. and the addition of J. Clinton Wimbish, John P.
Zimmer and Andrew T. Spence to bolster the firm's Intellectual
Property practice in Charlotte, N.C.

"2011 has already brought much strategic growth to Smith Moore
Leatherwood with the opening of our seventh office and the growth
of our IP practice," said Rob Marcus, Chairman of the firm's
Management Committee. "We continuously look for growth
opportunities in all offices, but any expansion must make
strategic sense for the firm as a whole. When top talent becomes
available or when we can draw them to our firm, we consider
whether our clients need the services they can provide. In all of
these cases, our growth has been smart and deliberate and has made
for a more robust firm overall."


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re James C. Spooner
        aka James Carroll Spooner
      Carrie A. Spooner
        aka Carrie Ann Spooner
    Bankr. M.D. Fla. Case No. 11-07753
      Chapter 11 filed October 24, 2011

In Re Todd Family Properties, LLC
   Bankr. N.D. Ala. Case No. 11-42734
      Chapter 11 Petition filed October 26, 2011
         filed pro se

In Re Comjective communications LLC
   Bankr. D. Ariz. Case No. 11-67393
      Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/azb11-30125.pdf
         represented by: Gregory G. Mcgill, Esq.
                         Gregory G. Mcgill, PC
                         E-mail: gregmcgill@cox.net

In Re Ronald Flores
   Bankr. D. Ariz. Case No. 11-30089
      Chapter 11 Petition filed October 26, 2011

In Re David Noyes
   Bankr. C.D. Calif. Case No. 11-24836
      Chapter 11 Petition filed October 26, 2011

In Re Steve Harris
   Bankr. C.D. Calif. Case No. 11-22510
      Chapter 11 Petition filed October 26, 2011

In Re Anthony Rettinger
   Bankr. N.D. Calif. Case No. 11-59922
      Chapter 11 Petition filed October 26, 2011

In Re David Tinsley Boitano
   Bankr. N.D. Calif. Case No. 11-59896
      Chapter 11 Petition filed October 26, 2011

In Re William Tuma
   Bankr. S.D. Calif. Case No. 11-17542
      Chapter 11 Petition filed October 26, 2011

In Re Brookfield Dental Associates, LLC
   Bankr. D. Conn. Case No. 11-52130
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/ctb11-52130.pdf
         represented by: Andrew G. Balbus, Esq.
                         Balbus Law Firm
                         E-mail: abalbus@balbuslaw.com

In Re Richard Fisher
   Bankr. D. Conn. Case No. 11-52129
      Chapter 11 Petition filed October 26, 2011

In Re Karen Quillen
   Bankr. M.D. Fla. Case No. 11-19896
      Chapter 11 Petition filed October 26, 2011

In Re Daniel McCravy
   Bankr. S.D. Fla. Case No. 11-39616
      Chapter 11 Petition filed October 26, 2011

In Re George Mason
   Bankr. S.D. Fla. Case No. 11-39563
      Chapter 11 Petition filed October 26, 2011

In Re Charles Pizzelli
   Bankr. D. Mass. Case No. 11-44464
      Chapter 11 Petition filed October 26, 2011

In Re J. Mondo & Sons, LLC
   Bankr. D. Mass. Case No. 11-20112
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/mab11-20112.pdf
         represented by: Alex F. Mattera, Esq.
                         Demeo & Associates, P.C.
                         E-mail: amattera@jdemeo.com

In Re Mohammed Farooqui
   Bankr. D. Mass. Case No. 11-20072
      Chapter 11 Petition filed October 26, 2011

In Re MAXREP LLC, A New Mexico Domestic Limited Liability Company
        dba Charter Fitness of New Mexico
        dba Charter Fitness of Academy
        dba Charter Fitness of Rio Rancho
        dba Charter Fitness of Skyview
        dba Charter Fitness of Far North
        dba Charter Fitness of Tramway
        dba Charter Fitness of 528
   Bankr. D. N.M. Case No. 11-14665
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/nmb11-14665p.pdf
         See http://bankrupt.com/misc/nmb11-14665c.pdf
         represented by: William F. Davis, Esq.
                         Sakellarios & Associates
                         E-mail: daviswf@nmbankruptcy.com

In Re Gary Seigle
   Bankr. D. N.J. Case No. 11-41002
      Chapter 11 Petition filed October 26, 2011

In Re Michael Abboud OBGYN, P.C.
   Bankr. E.D.N.Y. Case No. 11-49072
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/nyeb11-49072p.pdf
         See http://bankrupt.com/misc/nyeb11-49072c.pdf
         represented by: Randy M. Kornfeld, Esq.
                         Kornfeld & Associates, P.C.
                         E-mail: rkornfeld@kornfeldassociates.com

In Re 3047 Hull Ave Corp., A Corporation
   Bankr. S.D.N.Y. Case No. 11-14960
      Chapter 11 Petition filed October 26, 2011
         filed pro se

In Re Tommy Sims
   Bankr. M.D. Tenn. Case No. 11-10750
      Chapter 11 Petition filed October 26, 2011

In Re Gonzales Moving & Storage, Inc.
   Bankr. N.D. Texas Case No. 11-20605
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/txnb11-20605.pdf
         represented by: Bill Kinkead, Esq.
                         Kinkead Law Offices
                         E-mail: bkinkead713@hotmail.com

In Re El Nopal Restaurant, LLC
   Bankr. W.D. Texas Case No. 11-32092
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/txwb11-32092.pdf
         represented by: E. P. Bud Kirk, Esq.
                         Terrace Gardens
                         E-mail: budkirk@aol.com

In Re El Nopal Restaurant II, LLC
   Bankr. W.D. Texas Case No. 11-32089
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/txwb11-32089p.pdf
         See http://bankrupt.com/misc/txwb11-32089c.pdf
         represented by: E. P. Bud Kirk, Esq.
                         Terrace Gardens
                         E-mail: budkirk@aol.com

In Re James Jessee
   Bankr. E.D. Va. Case No. 11-17744
      Chapter 11 Petition filed October 26, 2011

In Re West Courier Express Inc.
   Bankr. W.D. Wash. Case No. 11-22448
      Chapter 11 Petition filed October 26, 2011
         filed pro se

In Re Pro Auto Tires & Wheels, Inc.
   Bankr. E.D. Wis. Case No. 11-36247
        Chapter 11 Petition filed October 26, 2011
         See http://bankrupt.com/misc/wieb11-36247.pdf
         represented by: Joseph W. Seifert, Esq.
                         Seifert Law Office
                         E-mail:  seifert38@gmail.com

In Re Terrance Vanyo
   Bankr. D. Ariz. Case No. 11-30141
      Chapter 11 Petition filed October 27, 2011

In Re Burnett Family Farms, LLC
   Bankr. C.D. Calif. Case No. 11-15031
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/cacb11-15031.pdf
         represented by: Louis J. Esbin, Esq.
                         E-mail: Esbinlaw@sbcglobal.net

In Re Cristobal Escojido
   Bankr. S.D. Calif. Case No. 11-17601
      Chapter 11 Petition filed October 27, 2011

In Re Dominique Rosa
   Bankr. D. Conn. Case No. 11-52146
      Chapter 11 Petition filed October 27, 2011

In Re Donait Ceant
   Bankr. S.D. Fla. Case No. 11-39744
      Chapter 11 Petition filed October 27, 2011

In Re Dison Heating and Air Conditioning Company, Inc.
   Bankr. S.D. Ind. Case No. 11-13474
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/insb11-13474.pdf
         represented by: Edward B. Hopper, II, Esq.
                         Bingham, Farrer & Wilson
                         E-mail: ehopper@bfwlawyers.com

In Re Christian Life Church
   Bankr. S.D. Iowa Case No. 11-04192
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/iasb11-04192.pdf
         represented by: Michael P. Mallaney, Esq.
                         E-mail: mpmallaney@hudsonlaw.net

In Re Uptown Drink, LLC
   Bankr. D. Minn. Case No. 11-47016
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/mnb11-47016.pdf
         represented by: Lynn J.D. Wartchow, Esq.
                         Wartchow Law Office, LLC
                         E-mail: lynn@wartchowlaw.com

In Re Total Pride Landscaping, Inc.
   Bankr. D. N.H. Case No. 11-13959
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/nhb11-13959.pdf
         represented by: Olivier Sakellarios, Esq.
                         Sakellarios & Associates
                         E-mail: ods@lawyer.com

In Re David Kasparian
   Bankr. D. N.J. Case No. 11-41150
      Chapter 11 Petition filed October 27, 2011

In Re Michael Kasparian
   Bankr. D. N.J. Case No. 11-41146
      Chapter 11 Petition filed October 27, 2011

In Re Christ The Rock International, Inc.
   Bankr. E.D.N.Y. Case No. 11-49093
      Chapter 11 Petition filed October 27, 2011
         filed pro se

In Re Global International Production Corp.
   Bankr. E.D.N.Y. Case No. 11-49078
      Chapter 11 Petition filed October 27, 2011
         filed pro se

In Re America's Stitch Authority, LLC
   Bankr. S.D.N.Y. Case No. 11-24117
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/nysb11-24117.pdf
         represented by: Demetrios Adamis, Esq.
                         E-mail: dadamis@optonline.net

In Re Cousins of Asheville, Inc.
   Bankr. W.D. N.C. Case No. 11-11036
        Chapter 11 Petition filed October 27, 2011
         See http://bankrupt.com/misc/ncwb11-11036.pdf
         represented by: H. Trade Elkins, Esq.
                         Elkins Law Firm, PA
                         E-mail: htelkins@prodigy.net

In Re Robert Lemmon
   Bankr. D. Ore. Case No. 11-39272
      Chapter 11 Petition filed October 27, 2011

In Re Wilson Stevenson
   Bankr. M.D. Tenn. Case No. 11-10793
      Chapter 11 Petition filed October 27, 2011

In Re Arturo Zuniga
   Bankr. S.D. Texas Case No. 11-39110
      Chapter 11 Petition filed October 27, 2011

In Re Charles Sutphin
   Bankr. W.D. Va. Case No. 11-72199
      Chapter 11 Petition filed October 27, 2011

In Re Peggy Sutphin
   Bankr. W.D. Va. Case No. 11-72208
      Chapter 11 Petition filed October 27, 2011

In Re Denny Peterson
   Bankr. W.D. Wash. Case No. 11-48443
      Chapter 11 Petition filed October 27, 2011

In Re Eric Gilbert
   Bankr. D. Ariz. Case No. 11-30334
      Chapter 11 Petition filed October 28, 2011

In Re Robert Cooke
   Bankr. D. Ariz. Case No. 11-30357
      Chapter 11 Petition filed October 28, 2011

In Re Frank Smith
   Bankr. C.D. Calif. Case No. 11-54945
      Chapter 11 Petition filed October 28, 2011

In Re Theresa Oliver
   Bankr. C.D. Calif. Case No. 11-43429
      Chapter 11 Petition filed October 28, 2011

In Re Scott Hale
   Bankr. E.D. Calif. Case No. 11-61841
      Chapter 11 Petition filed October 28, 2011

In Re Judy Lee
   Bankr. N.D. Calif. Case No. 11-33935
      Chapter 11 Petition filed October 28, 2011

In Re Rodrigo Cayabyab
   Bankr. N.D. Calif. Case No. 11-33920
      Chapter 11 Petition filed October 28, 2011

In Re Maureen Murphy
   Bankr. D. Conn. Case No. 11-52166
      Chapter 11 Petition filed October 28, 2011

In Re Mack Curry
   Bankr. S.D. Ga. Case No. 11-12154
      Chapter 11 Petition filed October 28, 2011

In Re Syed Hasnain
   Bankr. N.D. Ill. Case No. 11-43817
      Chapter 11 Petition filed October 28, 2011

In Re Alert Technologies, LLC
   Bankr. S.D. Ind. Case No. 11-13548
        Chapter 11 Petition filed October 28, 2011
         See http://bankrupt.com/misc/insb11-13548.pdf
         represented by: Dylan A. Vigh, Esq.
                         Law Offices of Dylan A. Vigh, LLC
                         E-mail: dvighlaw@gmail.com

In Re Guy Huguelet
   Bankr. E.D. Ky. Case No. 11-53004
      Chapter 11 Petition filed October 28, 2011

In Re Carl Leong
   Bankr. D. Mass. Case No. 11-44497
      Chapter 11 Petition filed October 28, 2011

In Re Star Home Care Services, Inc.
   Bankr. E.D. Mich. Case No. 11-68118
        Chapter 11 Petition filed October 28, 2011
         See http://bankrupt.com/misc/mieb11-68118.pdf
         represented by: Richard F. Fellrath, Esq.
                         E-mail: lawfell@wowway.com

In Re Roy Aulric
   Bankr. W.D. Mich. Case No. 11-10937
      Chapter 11 Petition filed October 28, 2011

In Re Hugo Soto
   Bankr. D. Nev. Case No. 11-26992
      Chapter 11 Petition filed October 28, 2011

In Re Lawrence Mccabe
   Bankr. D. Nev. Case No. 11-53354
      Chapter 11 Petition filed October 28, 2011

In Re L.M.A Food
   Bankr. N.D.N.Y. Case No. 11-32316
      Chapter 11 Petition filed October 28, 2011
         filed pro se

In Re Victor Spaccarelli
   Bankr. S.D.N.Y. Case No. 11-37997
      Chapter 11 Petition filed October 28, 2011

In Re Hazel Holmes Trucking, Inc.
   Bankr. W.D. N.C. Case No. 11-32744
        Chapter 11 Petition filed October 28, 2011
         See http://bankrupt.com/misc/ncwb11-32744.pdf
         represented by: Richard M. Mitchell, Esq.
                         Mitchell & Culp, PLLC
                         E-mail: rmmatty@mitchellculp.com

In Re JanTech Staffing Services, Inc.
   Bankr. N.D. Texas Case No. 11-36869
        Chapter 11 Petition filed October 28, 2011
         See http://bankrupt.com/misc/txnb11-36869.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail:  eric@ealpc.com

In Re Northern Concrete, Inc.
   Bankr. N.D. Texas Case No. 11-36858
        Chapter 11 Petition filed October 28, 2011
         See http://bankrupt.com/misc/txnb11-36858.pdf
         represented by: Susan B. Hersh, Esq.
                         Susan B. Hersh, P.C.
                         E-mail:  susan@susanbhershpc.com

In Re Troy E. Suggs Funeral Home, Inc.
        dba Troy Suggs Funeral Home
   Bankr. N.D. Texas Case No. 11-36841
        Chapter 11 Petition filed October 28, 2011
         See http://bankrupt.com/misc/txnb11-36841.pdf
         represented by: Areya Holder, Esq.
                         Law Office of Areya Holder, P.C.
                         E-mail:  areya@holderlawpc.com

In Re Beacon Lights LLC
   Bankr. W.D. Wash. Case No. 11-22577
      Chapter 11 Petition filed October 28, 2011
         filed pro se

In Re David Sundberg
   Bankr. W.D. Wash. Case No. 11-22689
      Chapter 11 Petition filed October 30, 2011

In Re Christopher Stovall
   Bankr. D. Ariz. Case No. 11-30486
      Chapter 11 Petition filed October 31, 2011

In Re Holder Plumbing, Inc.
   Bankr. D. Ariz. Case No. 11-30563
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/azb11-30563.pdf
         represented by: Robert M. Cook, Esq.
                         Law Offices Of Robert M. Cook PLLC
                         E-mail: robertmcook@yahoo.com

In Re Thomas Holder
   Bankr. D. Ariz. Case No. 11-30557
      Chapter 11 Petition filed October 31, 2011

In Re Alan Mazarei
   Bankr. C.D. Calif. Case No. 11-22668
      Chapter 11 Petition filed October 31, 2011

In Re Beulah Soleta
   Bankr. C.D. Calif. Case No. 11-55298
      Chapter 11 Petition filed October 31, 2011

In Re David Jolly
   Bankr. C.D. Calif. Case No. 11-43841
      Chapter 11 Petition filed October 31, 2011

In Re Raymod Vega
   Bankr. N.D. Calif. Case No. 11-13967
      Chapter 11 Petition filed October 31, 2011

In Re Collecting Supplies LLC
        aka Collecting Supplies Manufacturing Division
   Bankr. D. Conn. Case No. 11-23190
      Chapter 11 Petition filed October 31, 2011
         filed pro se

In Re Hawk's Nest Land, LLC
   Bankr. D. Conn. Case No. 11-52191
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/ctb11-52191.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In Re Geromatrix Nutraceutical Corporation
        fdba Pulsecast Interactive Corporation
   Bankr. S.D. Fla. Case No. 11-40435
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/flsb11-40435.pdf
         represented by: Angelo A. Gasparri, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: angelo@drlclaw.com

In Re Myrtle Parrish
   Bankr. M.D. Ga. Case No. 11-53465
      Chapter 11 Petition filed October 31, 2011

In Re Hon-Shak Chan
   Bankr. N.D. Ga. Case No. 11-81575
      Chapter 11 Petition filed October 31, 2011

In Re Michael Farkas
   Bankr. N.D. Ga. Case No. 11-13625
      Chapter 11 Petition filed October 31, 2011

In Re William Dutton
   Bankr. S.D. Ga. Case No. 11-60677
      Chapter 11 Petition filed October 31, 2011

In Re Dorothy Forrest
      Merton Forrest
   Bankr. E.D. Mich. Case No. 11-68405
      Chapter 11 Petition filed October 31, 2011

In Re Michael Bydal
   Bankr. E.D. Minn. Case No. 11-61059
      Chapter 11 Petition filed October 31, 2011

In Re Alfonso Arroyo
   Bankr. D. Nev. Case No. 11-27246
      Chapter 11 Petition filed October 31, 2011

In Re Charleston Falls, LLC
   Bankr. D. Nev. Case No. 11-27226
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/nvb11-27226.pdf
         represented by: Samuel A. Schwartz, Esq.
                         E-mail: sam@schwartzlawyers.com

In Re Don Holbrook
   Bankr. D. Nev. Case No. 11-27072
      Chapter 11 Petition filed October 31, 2011

In Re Gloria Robbins
   Bankr. D. Nev. Case No. 11-27035
      Chapter 11 Petition filed October 31, 2011

In Re Bethania Goncalves
   Bankr. D. N.J. Case No. 11-41650
      Chapter 11 Petition filed October 31, 2011

In Re Dave Carmen's Auto Repair Service, Inc.
   Bankr. D. N.J. Case No. 11-41592
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/njb11-41592.pdf
         represented by: Ronald Kinzler, Esq.
                         E-mail: kinzlex@aol.com

In Re L & L, LLC
   Bankr. D. N.J. Case No. 11-41472
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/njb11-41472.pdf
         represented by: Eugene D. Roth, Esq.
                         Law Office of Eugene D. Roth
                         E-mail: erothesq@gmail.com

In Re Charles Grogan
   Bankr. D. Ore. Case No. 11-65409
      Chapter 11 Petition filed October 31, 2011

In Re Robert Schaffer
   Bankr. D. Ore. Case No. 11-65358
      Chapter 11 Petition filed October 31, 2011

In Re Stonewater Servicing LLC
   Bankr. N.D. Texas Case No. 11-37044
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/txnb11-37044.pdf
         represented by: Robert H. Holmes, Esq.
                         Holmes Law Firm
                         E-mail: rhholmes@swbell.net

In Re Val Rom Enterprises, Inc.
        dba Dry Clean Super Center on Matlock Road
   Bankr. N.D. Texas Case No. 11-46145
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/txnb11-46145.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In Re 12802 Willow Centre, LLC
   Bankr. S.D. Texas Case No. 11-39348
      Chapter 11 Petition filed October 31, 2011
         filed pro se

In Re ESCA Enterprises, Inc.
        dba  Riverside Convention Center
        aka Riverside Multiplex
        dba Liquid Lounge
   Bankr. S.D. Texas Case No. 11-60095
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/txsb11-60095.pdf
         represented by: Sara M. Rodriguez, Esq.
                         Kliem & Rodriguez
                         E-mail: sara@krlawvictoria.com

In Re Fernando Pottier
   Bankr. S.D. Texas Case No. 11-70721
      Chapter 11 Petition filed October 31, 2011

In Re Jesse Rodriguez Corporation
        dba El Mercado Rodriguez
   Bankr. S.D. Texas Case No. 11-39376
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/txsb11-39376.pdf
         represented by: Sterling A Minor, Esq.
                         Minor & Bair PLLC
                         E-mail: sminor@minorbairlaw.com

In Re Intercontinental Body Shop, Inc.
   Bankr. S.D. Texas Case No. 11-39398
      Chapter 11 Petition filed October 31, 2011
         See http://bankrupt.com/misc/txsb11-39398.pdf
         represented by: Barbara Mincey Rogers, Esq.
                         Rogers & Anderson, PLLC
                         E-mail: brogers@ralaw.net

In Re Samatha Vigneri
   Bankr. S.D. Texas Case No. 11-39365
      Chapter 11 Petition filed October 31, 2011

In Re Windfall Holdings, LLC
   Bankr. S.D. Texas Case No. 11-39309
      Chapter 11 Petition filed October 31, 2011
         filed pro se

In Re Trung Le
   Bankr. E.D. Va. Case No. 11-17866
      Chapter 11 Petition filed October 31, 2011

In Re Robert Williams
   Bankr. W.D. Wash. Case No. 11-48584
      Chapter 11 Petition filed October 31, 2011

In Re OC Neonatal Group Inc.
   Bankr. C.D. Calif. Case No. 11-25202
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/cacb11-25202.pdf
         represented by: Rose M. Hollander, Esq.
                         E-mail: sun_coast@earthlink.net

In Re Cross Check Services, LLC
   Bankr. E.D. Calif. Case No. 11-46032
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/caeb11-46032.pdf
         represented by: John G. Downing, Esq.

In Re CT Drives, LLC
   Bankr. N.D. Calif. Case No. 11-60198
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/canb11-60198p.pdf
         See http://bankrupt.com/misc/canb11-60198c.pdf
         represented by: William J. Healy, Esq.
                         Campeau, Goodsell and Smith
                         E-mail: whealy@campeaulaw.com

In Re Jeffery Kaulbars
   Bankr. M.D. Fla. Case No. 11-16604
      Chapter 11 Petition filed November 1, 2011

In Re 705 River Cove Trust
   Bankr. N.D. Ga. Case No. 11-81822
      Chapter 11 Petition filed November 1, 2011
         filed pro se

In Re Frair Motors, Inc.
   Bankr. N.D. Ga. Case No. 11-81832
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/ganb11-81832.pdf
         represented by: Evan M. Altman, Esq.
                         E-mail: evan.altman@laslawgroup.com

In Re FM Land, LLC
   Bankr. N.D. Ga. Case No. 11-81834
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/ganb11-81834.pdf
         represented by: Evan M. Altman, Esq.
                         E-mail: evan.altman@laslawgroup.com

In Re Simmons Lake LLC
   Bankr. S.D. Ga. Case No. 11-60687
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/gasb11-60687.pdf
         represented by: W. Lamar Fields, Esq.
                         Fields Law Firm
                         E-mail: wlfields@bellsouth.net

In Re Dale Bentley
   Bankr. D. Mass. Case No. 11-20403
      Chapter 11 Petition filed November 1, 2011

In Re Isora Luberto
   Bankr. D. Mass. Case No. 11-20402
      Chapter 11 Petition filed November 1, 2011

In Re 398 Central Avenue, LLC
   Bankr. D. N.J. Case No. 11-41784
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/njb11-41784.pdf
         represented by: Barry Scott Miller, Esq.
                         E-mail: bmiller@barrysmilleresq.com

In Re Peter Paftinos
   Bankr. D. N.J. Case No. 11-41785
      Chapter 11 Petition filed November 1, 2011

In Re Arthur Manning
   Bankr. S.D.N.Y. Case No. 11-15109
      Chapter 11 Petition filed November 1, 2011

In Re JAE, LLC
   Bankr. E.D. N.C. Case No. 11-08360
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/nceb11-08360.pdf
         represented by: Douglas Q. Wickham, Esq.
                         Hatch, Little & Bunn, LLP
                         E-mail: dqwickham@hatchlittlebunn.com

In Re Jess Martin
   Bankr. D. S.C. Case No. 11-06785
      Chapter 11 Petition filed November 1, 2011

In Re Aims Outsourcing USA LLC
   Bankr. E.D. Texas Case No. 11-10647
      Chapter 11 Petition filed November 1, 2011
         filed pro se

In Re Fred Knack
   Bankr. N.D. Texas Case No. 11-46211
      Chapter 11 Petition filed November 1, 2011

In Re Val-Com Acquisitions Trust
   Bankr. N.D. Texas Case No. 11-46194
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/txnb11-46194.pdf
         represented by: George M. Barnes, Esq.
                         Grisham & Barnes, P.C.
                         E-mail: sscalpelli@weldonrgrisham.com

In Re Four Tigers Group, LLC
   Bankr. S.D. Texas Case No. 11-50262
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/txsb11-50262.pdf
         represented by: Argentina Cronfel-Meurer, Esq.
                         Cronfel-Meurer PC
                         E-mail: cronfellaw@sbcglobal.net

In Re Jesus Flores
   Bankr. S.D. Texas Case No. 11-70726
      Chapter 11 Petition filed November 1, 2011

In Re JSTB Property Management, L.L.C.
   Bankr. S.D. Texas Case No. 11-39474
      Chapter 11 Petition filed November 1, 2011
         See http://bankrupt.com/misc/txsb11-39474.pdf
         represented by: Michael Louis Catrett, Esq.
                         Marjorie Payne Britt P C
                         E-mail: mlcatrett@sbcglobal.net

In Re Kambiz Reissedonna
   Bankr. W.D. Texas Case No. 11-12729
      Chapter 11 Petition filed November 1, 2011

In Re Nelson Ramirez
   Bankr. E.D. Va. Case No. 11-17886
      Chapter 11 Petition filed November 1, 2011

In Re James James
   Bankr. D. Ariz. Case No. 11-30745
      Chapter 11 Petition filed November 2, 2011

In Re Charles Wright
   Bankr. C.D. Calif. Case No. 11-55690
      Chapter 11 Petition filed November 2, 2011

In Re Maria Trujillo
   Bankr. C.D. Calif. Case No. 11-43971
      Chapter 11 Petition filed November 2, 2011

In Re Sushma Gujral
   Bankr. C.D. Calif. Case No. 11-15138
      Chapter 11 Petition filed November 2, 2011

In Re Marion Graham
   Bankr. M.D. Fla. Case No. 11-08057
      Chapter 11 Petition filed November 2, 2011

In Re Wallace Cake
   Bankr. M.D. Fla. Case No. 11-08071
      Chapter 11 Petition filed November 2, 2011

In Re Ronald Koren
   Bankr. N.D. Ill. Case No. 11-44753
      Chapter 11 Petition filed November 2, 2011

In Re Gwinnup's Landscaping & Lawn Care
   Bankr. S.D. Ind. Case No. 11-13732
      Chapter 11 Petition filed November 2, 2011
         See http://bankrupt.com/misc/insb11-13732.pdf
         represented by: Ronald L. Wilson, Esq.
                         Badell & Wilson, P.C.
                         E-mail: bwlaw@bwlawoffice.com

In Re Grove Investment Group, LLC
   Bankr. D. Md. Case No. 11-31800
      Chapter 11 Petition filed November 2, 2011
         See http://bankrupt.com/misc/mdb11-31800.pdf
         represented by: Stephen A. Glessner, Esq.
                         Law Offices of Stephen A. Glessner
                         E-mail: glessnerlaw@comcast.net

In Re Mino's Roast Beef, Inc.
   Bankr. D. Mass. Case No. 11-20420
      Chapter 11 Petition filed November 2, 2011
         See http://bankrupt.com/misc/mab11-20420.pdf
         represented by: Michael Van Dam, Esq.
                         Van Dam Law LLP, P.C.
                         E-mail: mvandam@vandamlawllp.com

In Re David Young
      Maureen Young
   Bankr. E.D. Mich. Case No. 11-68574
      Chapter 11 Petition filed November 2, 2011

In Re Randall Dawson
      Cynthia Dawson
   Bankr. W.D. Mich. Case No. 11-11093
      Chapter 11 Petition filed November 2, 2011

In Re Mary Holder
   Bankr. D. N.J. Case No. 11-41934
      Chapter 11 Petition filed November 2, 2011

In Re Dr. Miles Galin
   Bankr. S.D.N.Y. Case No. 11-15121
      Chapter 11 Petition filed November 2, 2011

In Re 268 West Broadway, LLC
   Bankr. S.D.N.Y. Case No. 11-15115
      Chapter 11 Petition filed November 2, 2011
         See http://bankrupt.com/misc/nysb11-15115.pdf
         represented by: James E. Iniguez, Esq.
                         Sifre & Iniguez, LLP
                         E-mail: jamesiniguez@aol.com

In Re Locke Properties, LLC dba Towne Athletic Club
   Bankr. S.D. Ohio Case No. 11-35914
      Chapter 11 Petition filed November 2, 2011
         See http://bankrupt.com/misc/ohsb11-35914.pdf
         represented by: Edward B. Schaefer, Esq.
                         Combs & Schaefer Law Offices
                         E-mail: middletownlaw@middletownlaw.com

In Re Collecting Supplies LLC
        aka Collecting Supplies Manufacturing Division
   Bankr. D. Wyo. Case No. 11-21198
      Chapter 11 Petition filed November 2, 2011
         filed pro se

In Re Raymond Van Der Werf
   Bankr. D. Ariz. Case No. 11-30882
      Chapter 11 Petition filed November 3, 2011

In Re Ray Van Der Werf, D.D.S., LTD.
   Bankr. D. Ariz. Case No. 11-30884
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/azb11-30884.pdf
         represented by: D. Lamar Hawkins, Esq.
                         Aiken Schenk Hawkins & Ricciardi PC
                         E-mail: dlh@ashrlaw.com

In Re Anna Herzog
   Bankr. C.D. Calif. Case No. 11-55770
      Chapter 11 Petition filed November 3, 2011

In Re Flower Investment Group, LLC
   Bankr. C.D. Calif. Case No. 11-55858
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/cacb11-55858.pdf
         represented by: Robert S. Altagen, Esq.
                         Law Offices of Robert S. Altagen
                         E-mail: rsaink@earthlink.net

In Re Richard Acunto
   Bankr. C.D. Calif. Case No. 11-55871
      Chapter 11 Petition filed November 3, 2011

In Re Sionita Angeles
   Bankr. C.D. Calif. Case No. 11-25290
      Chapter 11 Petition filed November 3, 2011

In Re DTAA Family Limited Partnership
   Bankr. E.D. Calif. Case No. 11-46212
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/caeb11-46212.pdf
         represented by: W. Austin Cooper, Esq.

In Re Martin Carmody
   Bankr. N.D. Calif. Case No. 11-71716
      Chapter 11 Petition filed November 3, 2011

In Re Robert Beltran
   Bankr. N.D. Calif. Case No. 11-60246
      Chapter 11 Petition filed November 3, 2011

In Re Joel Philips
   Bankr. M.D. Fla. Case No. 11-08087
      Chapter 11 Petition filed November 3, 2011

In Re Britt Johnson
   Bankr. S.D. Ga. Case No. 11-30515
      Chapter 11 Petition filed November 3, 2011

In Re Cameron Warren
   Bankr. S.D. Ga. Case No. 11-30516
      Chapter 11 Petition filed November 3, 2011

In Re John ORoark
   Bankr. S.D. Ga. Case No. 11-42323
      Chapter 11 Petition filed November 3, 2011

In Re RH&K, LLC
   Bankr. W.D. Ky. Case No. 11-35349
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/kywb11-35349.pdf
         represented by: Richard A. Schwartz, Esq.
                         Kruger & Schwartz
                         E-mail: rick@ks-laws.com

In Re SK Office Management, Inc.
   Bankr. D. Md. Case No. 11-31888
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/mdb11-31888.pdf
         represented by: Samuel Sudhaker Nalli, Esq.
                         Law Office of Samuel S. Nalli
                         E-mail: snalli@nallilawfirm.com

In Re Superior Image LLC
   Bankr. D. Md. Case No. 11-31892
      Chapter 11 Petition filed November 3, 2011
         filed pro se

In Re Yax & Stec Dental Associates, PLLC
        fdba Quality Dental Associates, PLLC
        dba Macomb Dental Business Management, LLC.
   Bankr. E.D. Mich. Case No. 11-68627
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/mieb11-68627.pdf
         represented by: Mark H. Shapiro, Esq.
                         E-mail: shapiro@steinbergshapiro.com

In Re James Lindsay
   Bankr. N.D. Miss. Case No. 11-15140
      Chapter 11 Petition filed November 3, 2011

In Re Dickson Auto Sales, Inc.
   Bankr. S.D. Miss. Case No. 11-52548
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/mssb11-52548p.pdf
         See  http://bankrupt.com/misc/mssb11-52548c.pdf
         represented by: John D. Moore, Esq.
                         E-mail: john@johndmoorepa.com

In Re Rachel MCconnell MD, LTD.
        dba Nevada Fertility C.A.R.E.S.
   Bankr. D. Nev. Case No. 11-27370
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/nvb11-27370.pdf
         represented by: Ambrish S. Sidhuoore, Esq.
                         Sidhu Law Firm
                         E-mail: asidhu@sidhulawfirm.com

In Re Subrata Guha
   Bankr. E.D. N.C. Case No. 11-08435
      Chapter 11 Petition filed November 3, 2011

In Re Malaak Properties, Ltd.
   Bankr. S.D. Ohio Case No. 11-61192
      Chapter 11 Petition filed November 3, 2011
         See http://bankrupt.com/misc/ohsb11-61192.pdf
         represented by: Theran J. Selph, Sr., Esq.
                         Selph Law, Ltd.
                         E-mail: tselph@selphlaw.com

In Re Richard Rody
   Bankr. D. S.C. Case No. 11-06830
      Chapter 11 Petition filed November 3, 2011

In Re Homer Townsend
   Bankr. E.D. Va. Case No. 11-17963
      Chapter 11 Petition filed November 3, 2011

In Re Jimmie Mitchell
   Bankr. E.D. Va. Case No. 11-17969
      Chapter 11 Petition filed November 3, 2011

In Re Geoffrey Santini
   Bankr. S.D. Ala. Case No. 11-04552
      Chapter 11 Petition filed November 4, 2011

In Re Shahid Wahidi
   Bankr. M.D. Fla. Case No. 11-08107
      Chapter 11 Petition filed November 4, 2011

In Re 6195 NW 27th Avenue, LLC
   Bankr. S.D. Fla. Case No. 11-40883
      Chapter 11 Petition filed November 4, 2011
         See http://bankrupt.com/misc/flsb11-40883.pdf
         represented by: John A. Moffa, Esq.
                         E-mail: john@trusteelawfirm.com

In Re Paul Lucas
   Bankr. S.D. Fla. Case No. 11-40906
      Chapter 11 Petition filed November 4, 2011

In Re John Indart
   Bankr. D. Idaho Case No. 11-03300
      Chapter 11 Petition filed November 4, 2011

In Re Exhibit Chicago Inc.
        dba Huntington Inn
   Bankr. N.D. Ind. Case No. 11-14144
      Chapter 11 Petition filed November 4, 2011
         See http://bankrupt.com/misc/innb11-14144.pdf
         represented by: R. David Boyer II, Esq.
                         E-mail: db2@boyerlegal.com

In Re John Newton
   Bankr. S.D. Ind. Case No. 11-13813
      Chapter 11 Petition filed November 4, 2011

In Re Sarvpreet Bains
   Bankr. D. Nev. Case No. 11-53427
      Chapter 11 Petition filed November 4, 2011

In Re Harris-Turner Funeral Home Inc.
   Bankr. E.D. N.C. Case No. 11-08453
      Chapter 11 Petition filed November 4, 2011
         filed pro se

In Re Gertrude Seltzer
   Bankr. W.D. N.C. Case No. 11-32823
      Chapter 11 Petition filed November 4, 2011

In Re Coffee A LA Cart, Inc.
        dba Cool Beans Coffee Company
   Bankr. W.D. Pa. Case No. 11-26814
      Chapter 11 Petition filed November 4, 2011
         See http://bankrupt.com/misc/pawb11-26814.pdf
         represented by: Michael J. Henny, Esq.
                         Law Offices of Michael J. Henny
                         E-mail: m.henny@hennylaw.com

In Re Brian Roberts
   Bankr. D. S.C. Case No. 11-06855
      Chapter 11 Petition filed November 4, 2011

In Re Kenneth Brewer
   Bankr. M.D. Tenn. Case No. 11-11133
      Chapter 11 Petition filed November 4, 2011


In Re Mike's Video Transfer LLC
   Bankr. N.D. Texas Case No. 11-46275
      Chapter 11 Petition filed November 4, 2011
         See http://bankrupt.com/misc/txnb11-46275.pdf
         represented by: John Park Davis, Esq.
                         Davis Law Firm
                         E-mail: john@johndavislaw.com

In Re O'Callahan's Restaurant, Inc.
        dba O'Callahan's East, Inc.
        dba O'Callahan's Grill
        dba O'Callahan's of Idaho, Inc.
        dba O'Callahan's Catering, Inc.
   Bankr. W.D. Wash. Case No. 11-48705
      Chapter 11 Petition filed November 4, 2011
         See http://bankrupt.com/misc/wawb11-48705.pdf
         represented by: John D. Nellor, Esq.
                         Nellor Retsinas Crawford PLLC
                         E-mail: jd@nellorlaw.com

In Re Rogers Septic Tank & Plumbing, Inc.
        dba Advance Plumbing Company
   Bankr. N.D. Ala. Case No. 11-05648
      Chapter 11 Petition filed November 5, 2011
         See http://bankrupt.com/misc/alnb11-05648.pdf
         represented by: David A. Reid, Esq.
                         Kliem & Rodriguez
                         E-mail: davidreidlaw@mac.com

In Re Child Zone, LLC
        dba Dare to Dream Child Enrichment Center 1
   Bankr. W.D. Ky. Case No. 11-35382
      Chapter 11 Petition filed November 5, 2011
         See http://bankrupt.com/misc/kywb11-35382.pdf
         represented by: Gordon A. Rowe, Jr., Esq.
                         E-mail: g3rowelaw@aol.com

In Re NinaMarie Crisafulli
   Bankr. N.D. N.Y. Case No. 11-13490
      Chapter 11 Petition filed November 5, 2011

In Re Jimmy Robinson
   Bankr. N.D. Ala. Case No. 11-83861
      Chapter 11 Petition filed November 6, 2011

In Re Kimberly Davis
   Bankr. C.D. Calif. Case No. 11-56080
      Chapter 11 Petition filed November 6, 2011

In Re HLMJR, LLC
   Bankr. N.D. Ala. Case No. 11-05668
      Chapter 11 Petition filed November 7, 2011
         See http://bankrupt.com/misc/alnb11-05668.pdf
         represented by: Herbert M. Newell, III, Esq.
                         Newell & Associates LLC
                         E-mail: hnewell@newell-law.com

In Re Randy Roosdett
   Bankr. D. Alaska Case No. 11-00858
      Chapter 11 Petition filed November 7, 2011

In Re Jerry Ott
   Bankr. W.D. Ark. Case No. 11-74980
      Chapter 11 Petition filed November 7, 2011

In Re Jace Eden
   Bankr. D. Ariz. Case No. 11-31123
      Chapter 11 Petition filed November 7, 2011

In Re Amir Lankarani
   Bankr. C.D. Calif. Case No. 11-25450
      Chapter 11 Petition filed November 7, 2011

In Re Estate of Laura S. Panti
        aka Estate of Laura S Panti
   Bankr. C.D. Calif. Case No. 11-56141
      Chapter 11 Petition filed November 7, 2011
         See http://bankrupt.com/misc/cacb11-56141.pdf
         represented by: Paul E. St. Amant, Esq.
                         Law Office of Paul St. Amant
                         E-mail: paul@consumer-legal-centers.com

In Re Philip Beegle
   Bankr. N.D. Ga. Case No. 11-13716
      Chapter 11 Petition filed November 7, 2011

In Re Zaven Saunders
   Bankr. D. Mass. Case No. 11-20514
      Chapter 11 Petition filed November 7, 2011

In Re Iris Lin
   Bankr. D. Md. Case No. 11-32084
      Chapter 11 Petition filed November 7, 2011

In Re Donald Luttrell
   Bankr. W.D. Mo. Case No. 11-62372
      Chapter 11 Petition filed November 7, 2011

In Re Robert Bold
   Bankr. D. Mont. Case No. 11-62123
      Chapter 11 Petition filed November 7, 2011

In Re Complete Maintenance Supply, Inc.
   Bankr. D. N.J. Case No. 11-42287
      Chapter 11 Petition filed November 7, 2011
         See http://bankrupt.com/misc/njb11-42287.pdf
         represented by: Carrie J. Boyle, Esq.
                         Law Office of Scott H. Marcus & Assoc.
                         E-mail: cboyle@marcuslaw.net

In Re Kimberly Scott
   Bankr. E.D. N.C. Case No. 11-08498
      Chapter 11 Petition filed November 7, 2011

In Re Melvin Webb
   Bankr. E.D. N.C. Case No. 11-08536
      Chapter 11 Petition filed November 7, 2011

In Re Kidlung Pediatric Pulmonology, PA
   Bankr. N.D. Texas Case No. 11-37165
      Chapter 11 Petition filed November 7, 2011
         See http://bankrupt.com/misc/txnb11-37165.pdf
         represented by: David Samuel Brown, Esq.
                         David Samuel Brown Law Firm PLLC
                         E-mail: dbrown@davidbrownlawoffice.com

In Re Massoud Khami
   Bankr. W.D. Wash. Case No. 11-22975
      Chapter 11 Petition filed November 7, 2011

In Re Michael Reid
   Bankr. W.D. Wash. Case No. 11-22970
      Chapter 11 Petition filed November 7, 2011

In Re Anita Holcomb
   Bankr. C.D. Calif. Case No. 11-56326
      Chapter 11 Petition filed November 8, 2011

In Re Vazgen Mirzakhanyan
   Bankr. C.D. Calif. Case No. 11-56427
      Chapter 11 Petition filed November 8, 2011

In Re Venkata Pulakanti
   Bankr. C.D. Calif. Case No. 11-44486
      Chapter 11 Petition filed November 8, 2011

In Re Phong Dinh
   Bankr. N.D. Calif. Case No. 11-71876
      Chapter 11 Petition filed November 8, 2011

In Re Pembroke Park Montessori School, Inc.
   Bankr. S.D. Fla. Case No. 11-41149
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/flsb11-41149.pdf
         represented by: Julie E. Hough, Esq.
                         E-mail: jhough@houghlawgroup.com

In Re Shady Grove Missionary Baptist Church, Inc.
   Bankr. S.D. Fla. Case No. 11-41114
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/flsb11-41114.pdf
         represented by: Christian S. Diaz, Esq.
                         E-mail: diana@valenciamarketing.net

In Re Richard Smith
   Bankr. S.D. Ga. Case No. 11-42357
      Chapter 11 Petition filed November 8, 2011

In Re Andre Howard
   Bankr. N.D. Ill. Case No. 11-45504
      Chapter 11 Petition filed November 8, 2011

In Re Joebriana, LLC
        dba Upland Caf‚
   Bankr. E.D. Pa. Case No. 11-22861
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/paeb11-22861.pdf
         represented by: John A. Digiamberardino, Esq.
                         Case DiGiamberardino & Lutz, PC
                         E-mail: jad@cdllawoffice.com

In Re Monticello Project Finishing Division, LLC
        dba Monticello Finishes
        dba Monticello PFD
   Bankr. E.D. Pa. Case No. 11-18660
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/paeb11-18660.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'Kelly Ernst Bielli & Wallen
                         E-mail: tbielli@oelegal.com

In Re Michael's Auto Services Inc.
   Bankr. W.D. Pa. Case No. 11-26866
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/pawb11-26866.pdf
         represented by: Christopher M. Frye, Esq.
                         Steidl & Steinberg
                         E-mail: chris.frye@steidl-steinberg.com

In Re Price Point Furniture, Inc.
   Bankr. M.D. Tenn. Case No. 11-11221
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/tnmb11-11221p.pdf
         See  http://bankrupt.com/misc/tnmb11-11221c.pdf
         represented by: Elliott Warner Jones, Esq.
                         Emerge Law, PLC
                         E-mail: elliott@emergelaw.net

In Re MLM Management, LLC
   Bankr. S.D. W.Va. Case No. 11-30679
      Chapter 11 Petition filed November 8, 2011
         See http://bankrupt.com/misc/wvsb11-30679.pdf
         represented by: Mitchell Lee Klein, Esq.
                         Klein Law Office
                         E-mail: sydney@kleinhall.com



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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