TCR_Public/111111.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 11, 2011, Vol. 15, No. 313

                            Headlines

ACCESS PHARMACEUTICALS: Inks Pacts to Sell $5.2 Million Units
ALLY FINANCIAL: Files Form 10-Q, Incurs $210 Million Q3 Net Loss
AMERICAN APPAREL: Files Form 10-Q, Incurs $7.2MM Q3 Net Loss
AMERICAN APPAREL: Amends 24.1 Million Common Shares Offering
ANCHOR BANCORP: Incurs $16.2 Million Net Loss in Sept. 30 Qtr.

APPLETON PAPERS: Reports $18 Million Net Income in Q3
APPLIED DNA: Signs Exclusive Agreement with Nissha Printing
AVIAWEST RESORT: Major Creditor Seeks to Put Firm in Receivership
AVION POINT: Amends List of Largest Unsecured Creditors
B&G FOODS: S&P Rates $500-Mil. Revolver & Term Loans at 'BB'

BANKATLANTIC BANCORP: Incurs $11.7 Million Net Loss in Q3
BANKATLANTIC BANCORP: Signs Agreement to Sell Unit to BB&T
BEACON POWER: Government May End Up Owning Flywheel Power Plant
BION ENVIRONMENTAL: Incurs $3.8 Million Net Loss in Sept. 30 Qtr.
BIOPACK ENVIRONMENTAL: Court Orders Asset Transfer to Landlord

BIOZONE PHARMACEUTICALS: Issues 455,000 Common Shares
BLITZ U.S.A.: Gas-Can Maker Files Ch. 11 to Stop Injury Suits
BLITZ U.S.A.: Case Summary & 50 Largest Unsecured Creditors
BOOMERANG SYSTEMS: Issues $9.4 Million 6% Convertible Notes
BRIGHAM EXPLORATION: Faces 6th Complaint Over Merger Agreement

BRIGHAM EXPLORATION: Reports $102.5 Million Q3 Net Income
CAGLE'S INC: "Administratively Insolvent", Creditors Say
CAESARS ENTERTAINMENT: Incurs $173.4 Million Net Loss in Q3
CALAIS RESOURCES: Brigus Extends Forbearance Until Dec. 1
CATASYS INC: Inks Amended & Restated Promissory Notes Socius

CENTRAL EUROPEAN: Moody's Cuts Corporate Family Rating to 'B3'
CHEF SOLUTIONS: Committee Retains Lowenstein Sandler as Counsel
CHEF SOLUTIONS: Committee Taps Polsinelli Shughart as Co-Counsel
CHEF SOLUTIONS: Committee Retains Mesirow Financial as Advisor
CHEF SOLUTIONS: Aims to Halt Suit by Former CEO Silk

CHERRY AIR: Court Confirms Second Amended Plan
CHOCTAW RESORT: Moody's Lowers CFR to 'Caa3', Concludes Review
CIRCLE STAR: Appoints Jeff Johnson as Chief Executive Officer
COMMUNITY BANKS: Bank Midwest Remains Open Amid Receivership
CONVERSION SERVICES: Terminates Employment of Lori Cohen as CEO

CORRELOGIC SYSTEMS: Vermillion, Inc. Buys Firm for $435,000
CROCUS INVESTMENT: Directors Settle With Securities Commission
D.C. DEVELOPMENT: Files Schedules of Assets and Liabilities
DECOR PRODUCTS: Tai Chim Lau and Chak Ming Li Resign from Board
DETROIT INT'L BRIDGE: State Seeks Receivership for Firm

DESERT GARDENS: Glendale Apartments Seek Chapter 11 Protection
DEXIA SA: Books Losses on Sale of Belgian Unit, Greek Bonds
DOWN EAST HOSPITAL: Receivership Process Ends
DPAC TECHNOLOGIES: Common Stock Delisted from OTC Markets
DRINKS AMERICAS: Amends Stock Purchase Agreement with Worldwide

DRYSHIPS INC: Reports $36.3 Million Net Income in 3rd Quarter
DRYSHIPS INC: Incurs $49.4MM Loss for 9-Months Ended Sept. 30
DUTCH GOLD: Amends 2009 and 2008 Annual Reports Due to Errors
DYNEGY INC: Has Contentious First Day in Bankruptcy Court
DYNEGY INC: SDA Mulling if Bankruptcy Filing Will Trigger CDS

EASTMAN KODAK: Legg Mason Dumps All Shares
EMISPHERE TECHNOLOGIES: Incurs $17.6 Million Q3 Net Loss
ENER1 INC: CEO C. Cowger and CFO J. Seidel Resign From Posts
ENTERCOM COMMUNICATIONS: Moody's Assigns B2 Corp. Family Rating
ENTERCOM COMMUNICATIONS: S&P Assigns Prelim. 'B+' Corp. Rating

EPICEPT CORP: Incurs $5.4 Million Third Quarter Net Loss
ERNIE HAIRE: Court Dismisses Fraudulent Transfer Suit
FILENE'S BASEMENT: Committee Has Vornado, Zabar, Rabina, Rosenthal
FILENE'S BASEMENT: Meeting to Form Equity Committee on Nov. 14
FILENE'S BASEMENT: Syms Shareholders Want Cases Treated Separately

FIRST DATA: Incurs $9.8 Million Net Loss in Third Quarter
FIRST FEDERAL: Files Form 10-Q, Incurs $2-Mil. Q3 Net Loss
FIRST MARINER: Incurs $7.9 Million Net Loss in 3rd Quarter
FIRST STREET: Files Schedules of Assets and Liabilities
FONAR CORP: Belies Reports on Call or Redemption of Any Shares

FRONTIER AIRLINES: Parent Close to Hiring Fin'l Advisors for Sale
FUSION TELECOMMUNICATIONS: No Funds to Repay $190,000 to Issuer
GAMETECH INT'L: Inks Pact to Sell Corporate Headquarters
GARDENS OF GRAPEVINE: Court Schedules Dec. 6 Confirmation Hearing
GELTECH SOLUTIONS: Incurs $1.4 Million Net Loss in Sept. 30 Qtr.

GENERAL MOTORS: Third-Quarter Profit Falls 12% to $1.7 Billion
GMX RESOURCES: Files Form 10-Q, Incurs $65.9-Mil. Q3 Net Loss
GRACEWAY PHARMACEUTICALS: Has Financing Before Nov. 17 Auction
GREEN ENDEAVORS: Reports $24,000 Net Income in 3rd Quarter
GUIDED THERAPEUTICS: FDA No Longer Plans Panel Review of LuViva

HAMPTON ROADS: Shore Bank Appoints Three New Directors
HANMI FINANCIAL: Files Form 10-Q, Posts $4.2MM Q3 Net Income
HCA HOLDINGS: Provides Update on Accounting for HITECH Payments
HEARUSA INC: Deregisters All 6,400,000 Common Stock Under Form S-3
HILLMAN COMPANIES: Moody's 'B2' CFR Unaffected by New Term Loan

HOVNANIAN ENTERPRISES: Senior Notes Exchange Offer Expires
HUBBARD PROPERTIES: Court Approves Fameco, SCG as Property Manager
HUSSEY COPPER: Creditors Say Exec. Bonuses Not Essential to Sale
HYPERMARCAS: Moody's Lowers Global Scale Rating to 'Ba3'
IMAGE METRICS: Amends 6.5 Million Common Shares Offering

INDEPENDENCE TAX: Posts $3.5 Million Net Income in Sept. 30 Qtr.
INNER CITY: 2 Affiliates File Schedules of Assets and Liabilities
INTELSAT SA: Incurs $2.1 Million Net Loss in Third Quarter
INTERLINE BRANDS: S&P Raises Corporate Credit Rating to 'BB'
INTERNATIONAL TOBACCO: Bankr. Court Sets Aside Escrow Fund Suit

INTERTAPE POLYMER: Posts $2.8-Mil. Net Earnings in 3rd Quarter
IRWIN MORTGAGE: Court OKs Barnes & Thornburg as Litigation Counsel
IRWIN MORTGAGE: Can Hire Parentebeard as Tax Services Provider
JAMES OTIS MORTON: Loses Bid for Sanctions Against Vernon
JEFFERSON COUNTY, AL: Bankruptcy No Impact on Muni Bond Market

JITENDRA M. VORA: Court Withholds $13T Balance of Counsel Fees
LA VILLITA: Seeks Court Okay to Hire Homann Taube as New Counsel
LEE ENTERPRISES: Incurs $8.7 Million Net Loss in Fourth Quarter
L.I.F.T. LLC: Seeks to Employ Steffes Vingiello as Counsel
LEVEL 3: Files Form 10-Q; Incurs $207-Mil. Third Quarter Net Loss

LINDIE BORTON: Plan Violates "Absolute Priority Rule", Denied
LIONCREST TOWERS: Case Dismissal Hearing Continued Until Dec. 6
LOS ANGELES DODGERS: Billionaire Golisano Eyes Bid for Club
LOUIS PEARLMAN: $7.5 Million Accord With MTV Wins Court Approval
M WAIKIKI: Files List of 20 Largest Unsecured Creditors

MARION AMPHITHEATRE: Case Summary & 9 Largest Unsecured Creditors
METAL STORM: Rights Issue to Raise up to A$6.6 Million
METAL STORM: Proposes to Issue 29.1 Million Ordinary Shares
METAL STORM: Confirms Details of Proposed Debt Forgiveness
METRO-GOLDWYN-MAYER: No Post-Conf. Jurisdiction to Avoid Taxes

MF GLOBAL: ICE Clear Completes Transfer or Closure of UK Positions
MGM RESORTS: Files Form 10-Q, Incurs $106.5MM Q3 Net Loss
NATIONAL ENVELOPE: Committee Aims to Sue Directors & Officers
NPC INTERNATIONAL: Moody's Reviews B2 CFR for Possible Downgrade
PLATINUM STUDIOS: Authorized Shares Hiked to $2.5 Billion

POTOMAC BUSINESS: Services Deal With All Clear Awaits Approval
REAL ESTATE ASSOC: Incurs $228,000 Net Loss in Third Quarter
REAL MEX: Restaurants Business Up for Auction Jan. 26
REHOBOTH HOSPITALITY: Del. Case Transferred to Abilene, Texas
ROSELAND VILLAGE: Hires Gregg & Bailey as Accountants

ROSELAND VILLAGE: All Creditors Paid in Full Over Time Under Plan
ROTHSTEIN ROSENFELDT: Ch. 11 Trustee Can't Subpoena Insurance Docs
SAGAMORE PARTNERS: Amends List of Largest Unsecured Creditors
SHASTA LAKE: Court OKs David L. Edwards as Special Counsel
SMART MODULAR: S&P Assigns 'B+' Rating to $300-Mil. Term Loan

SOLYNDRA LLC: Committee Hires BDO USA Units as Advisors & Bankers
SOLYNDRA LLC: Committee Gets OK to Hire Blank Rome as Counsel
SPRING POINTE: Has OK to Hire Ray Quinney as Bankruptcy Counsel
SPRINT NEXTEL: S&P Assigns 'BB-' Rating to Sr. Guaranteed Notes
SSI GROUP: Committee Taps Pachulski Stang as Counsel

SUMMO INC: Court Approves Daniel K. Usiak Jr. as Counsel
SWORDFISH FINANCIAL: Delays Filing of Quarterly Report
TBS INTERNATIONAL: Incurs $22 Million Third Quarter Net Loss
THORNBURG MORTGAGE: Banks Seek to Withdraw Reference of Lawsuit
TIMES SQUARE: S&P Affirms Rating on Certificates at 'BB+'

VITRO SAB: Creditors See Nothing New in Revised Plan
WILLIAM LYON HOMES: Has Exchange Offer on Default Notes

* Circuit Asks Stern Advice on Fraudulent Transfer Case

* Large Bronx Estate Gets Another With Bankruptcy Auction

* BOOK REVIEW: Abraham Zaleznik's Learning Leadership



                            *********



ACCESS PHARMACEUTICALS: Inks Pacts to Sell $5.2 Million Units
-------------------------------------------------------------
Access Pharmaceuticals, Inc., entered into definitive agreements
for the purchase of $5.2 million of units, consisting of Access
common stock and warrants, in a private placement financing with a
select group of institutional and accredited investors.  Each unit
consists of one share of common stock at $1.45 share price, with
50% warrant coverage with an exercise price of $1.67 per share and
a term of two and half years and 50% warrant coverage with an
exercise price of $2.00 per share and a term of 5 years.  The
Company is required to file a resale registration statement within
30 days following the closing that covers the resale by the
investors of the shares and the shares issuable upon exercise of
the warrants.  The transaction is expected to close on or about
Nov. 7, 2011, subject to the satisfaction of customary closing
conditions.

"We believe this financing gives us the necessary resources to
advance MuGard significantly in the United States and globally,"
said Jeffrey Davis, CEO of Access Pharmaceuticals, Inc.  He
continued, "We appreciate the continued support of our investors."

Cowen and Company, LLC and Rodman & Renshaw, LLC, a wholly-owned
subsidiary of Rodman & Renshaw Capital Group, Inc., acted as the
exclusive co-placement agents for the offering.

The securities issued in this private placement have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws, and were issued and sold in a private
placement pursuant to Regulation D of the Securities Act.

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nano-polymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

The Company reported a net loss of $7.54 million on $481,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.34 million on $352,000 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $5.06 million
in total assets, $29 million in total liabilities, and a
$23.94 million total stockholders' deficit.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


ALLY FINANCIAL: Files Form 10-Q, Incurs $210 Million Q3 Net Loss
----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $210 million on $2.46 billion of total financing revenue and
other interest income for the three months ended Sept. 30, 2011,
compared with net income of $269 million on $2.77 billion of total
financing revenue and other interest income for the same period
during the prior year.

The Company also reported net income of $49 million on $7.51
billion of total financing revenue and other interest income for
the nine months ended Sept. 30, 2011, compared with net income of
$996 million on $8.78 billion of total financing revenue and other
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $181.95
billion in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q, although Ally's continued actions
through various funding and capital initiatives demonstrate
support for ResCap, there can be no assurances for future capital
support.  Consequently, there remains substantial doubt about
ResCap's ability to continue as a going concern.  Should Ally no
longer continue to support the capital or liquidity needs of
ResCap or should ResCap be unable to successfully execute other
initiatives, it would have a material adverse effect on ResCap's
business, results of operations, and financial position.

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in secured
financing arrangements with ResCap of which $1.2 billion in loans
was utilized.  At Sept. 30, 2011, the hedging arrangements were
fully collateralized.  Amounts outstanding under the secured
financing and hedging arrangements fluctuate.  If ResCap were to
file for bankruptcy, ResCap's repayments of its financing
facilities, including those with Ally, could be slower.  In
addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.  In
addition, should ResCap file for bankruptcy, Ally's $331 million
investment related to ResCap's equity position would likely be
reduced to zero.  If a ResCap bankruptcy were to occur and a
substantial amount of Ally's credit exposure is not repaid to the
Company, it could have an adverse impact on Ally's near-term net
income and capital position, but Ally does not believe it would
have a materially adverse impact on Ally's consolidated financial
position over the longer term.

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

                        http://is.gd/MlWk9R

                        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.

                         *     *     *

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.


AMERICAN APPAREL: Files Form 10-Q, Incurs $7.2MM Q3 Net Loss
------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $7.19 million on $140.88 million of net sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$9.49 million on $134.47 million of net sales for the same period
during the prior year.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.

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

                       http://is.gd/hQkuiJ

                     About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.


AMERICAN APPAREL: Amends 24.1 Million Common Shares Offering
------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.1 to Form S-1 registration
statement relating to the resale by the selling stockholders of a
total of up to 24,182,669 shares of common stock of the Company.
These shares were issued to the selling stockholders pursuant to a
Purchase and Investment Agreement, dated as of April 26, 2011, or
the Investor Purchase Agreement, among American Apparel, Inc., and
the selling stockholders.  The Company is required to file this
registration statement pursuant to the Investor Purchase
Agreement.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders.  The Company
does not know when or in what amount the selling stockholders may
offer the shares for sale.

The Company has agreed to pay certain expenses in connection with
this registration statement and to indemnify the selling
stockholders against certain liabilities.  The selling
stockholders will pay all underwriting discounts and selling
commissions, if any, in connection with the sale of the shares of
common stock.

The selling stockholders may offer and sell or otherwise dispose
of the shares of common stock described in this prospectus from
time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at
privately negotiated prices.

The common stock is traded on the NYSE Amex under the symbol
"APP."  The last reported sale price of the common stock on the
NYSE Amex on Nov. 7, 2011, was $0.87 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/O51QT1

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


ANCHOR BANCORP: Incurs $16.2 Million Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $16.16 million on $32.99 million of total interest
income for the three months ended Sept. 30, 2011, compared with
net income of $1.33 million on $43.69 million of total interest
income for the same period a year ago.

The Company also reported a net loss of $20.91 million on $69.11
million of total interest income for the six months ended
Sept. 30, 2011, compared with a net loss of $10.73 million on
$88.07 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.19 billion in total assets, $3.21 billion in total liabilities,
and a $13.39 million total stockholders' deficit.

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

                        http://is.gd/dchwj9

                        About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP,
in Madison, Wisconsin, expressed substantial doubt about Anchor
Bancorp Wisconsin's ability to continue as a going concern after
auditing the Company's financial results for fiscal year ended
March 31, 2011.  The independent auditors noted that at March 31,
2011, all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the consent order.
"The subsidiary bank has also suffered recurring losses from
operations.  Failure to meet the capital requirements exposes the
Corporation to regulatory sanctions that may include restrictions
on operations and growth, mandatory asset dispositions, and
seizure of the subsidiary bank."


APPLETON PAPERS: Reports $18 Million Net Income in Q3
-----------------------------------------------------
Appleton Papers Inc. reported net income of $18.02 million on
$217.10 million of net sales for the three months ended Oct. 2,
2011, compared with a net loss of $1.45 million on $214.87 million
of net sales for the same period during the prior year.

The Company also reported net income of $9.54 million on $651.70
million of net sales for the nine months ended Oct. 2, 2011,
compared with a net loss of $23.87 million on $645.66 million of
net sales for the same period a year ago.

The Company's balance sheet at Oct. 2, 2011, showed
$638.30 million in total assets, $764.66 million in total
liabilities, and a $126.36 million total deficit.

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

                        http://is.gd/ZT9oXo

                       About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


APPLIED DNA: Signs Exclusive Agreement with Nissha Printing
-----------------------------------------------------------
Nissha Printing Co., Ltd., will use Applied DNA Sciences, Inc.,
technology in a remarkable project to protect the brands of highly
valued fish and other products, recently victims of rampant
counterfeiting.  The new printing system uses "DNA ink," derived
from plant DNA, to mark and authenticate labels on high-value fish
and other food products.

The company signed an exclusive agreement with APDN on October 31,
becoming the sole provider of DNA ink products in publications and
foods (fish and fruit) in Asia.  APDN is already recognizing sales
revenue from its relationship with NISSHA and is looking forward
to a stronger presence in Asia.  This agreement compliments the
already existing agreement between Nissha and APDN and further
strengthens the relationship between the two companies.

                        About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.

As reported in the Troubled Company Reporter on Dec. 21, 2010,
RBSM LLP, in New York, expressed substantial doubt about Applied
DNA Sciences' ability to continue as a going concern, after
auditing the Company's financial statements for fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses and does not have significant cash
or other material assets, nor does it have an established source
of revenues sufficient to cover its operations.

The Company reported a net loss of $7.91 million on $519,844 of
sales for fiscal 2010, compared with net income of $3.94 million
on $295,162 of sales for fiscal 2009.

The Company's balance sheet at June 30, 2011, showed $893,586 in
total assets, $4.86 million in total liabilities, all current, and
a $3.97 million total deficiency in stockholders' equity.


AVIAWEST RESORT: Major Creditor Seeks to Put Firm in Receivership
-----------------------------------------------------------------
The Globe and Mail reports that The British Columbia Investment
Management Corp. is panning Aviawest's proposal to restructure its
finances, saying the high-profile British Columbia resort owner's
properties are "hopelessly insolvent" and the company should be
forced into receivership.

British Columbia is owed millions from the resort owner as a
secured creditor, but estimates the company has little-to-no
prospect of generating enough money under any restructuring plan
to begin servicing its many debts, according to the report.

BcIMC vice-president Dean Atkins, in an affidavit filed to the
Supreme Court of British Columbia Supreme Court, said the
company's plan to restructure under the Companies Creditors
Arrangement Act is unrealistic, The Globe and Mail notes.  Mr.
Atkins, the report relates, said Aviawest should be pushed into
receivership so creditors can liquidate assets and regain a
portion of their investments.

"I am of the view that the CCAA petitioners have significantly
overstated their assets ... there is no possibility for any value
remaining for the benefit of unsecured creditors," The Globe and
Mail quoted Mr. Atkins as saying.

In a separate filing, secured creditor Fisgard Capital Corp. makes
the same case, saying the company is also owed millions and
doesn't believe a CCAA restructuring is worthwhile, The Globe and
Mail says.

The report discloses that Mr. Atkins also raises concerns about a
statement made by the company in which it said it had dipped into
a trust fund intended to protect the income generated when unit
holders rent out their units.   The cash is supposed to be kept
separate from the company accounts, because it belongs to those
who rent their units ? not the company, The Globe and Mail
relates.

"[Chief financial officer Rob] DiCastri states the petitioners
comingled with general working capital $560,000 in rents received
that were to be held in trust for owners at Parkside and another
resort. . . . This obviously presents a very significant concern."
Mr. Atkins said, The Globe and Mail notes.

In a filing, Mr. DiCastri said his company has been in default
with some lenders for "several years," the report adds.


AVION POINT: Amends List of Largest Unsecured Creditors
-------------------------------------------------------
Avion Point West LLC, jointly administered with Orlando Country
Aviation, Inc., has filed with the U.S. Bankruptcy Court for the
Middle District of Florida an amended list of its largest
unsecured creditors, increasing the number of creditors from five
to 10.  Avion Point added Anderson Fire Sprinklers Inc, Bio-Tech
Consulting Inc, DAO Consultants, Doudney Companies Inc, Fifth
Third Bank, and Zimmerman, Kiser, Sutcliffe to the list.

Debtor's List of Its 10 Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
Ron J Miller
25 Industrial Blvd
Paoli, PA 19301                                      $800,000.00

TNT Earthworks, Inc
c/o Michael G. Herington
16104 Denham Ct
Clermont, FL 34711                                   $165,000.00

Doudney Companies Inc
P.O. Box 266
Sanford, FL 32772-0266                               $109,463.05

Larry Herring CPA                                    $106,665.00

Universal Air Service of FL                           $38,000.00

DAO Consultants                                       $30,000.00

Zimmerman, Kiser, Sutcliffe                           $11,895.00

Fifth Third Bank                  Credit Card         $10,346.15

Bio-Tech Consulting Inc                                $7,339.30

Anderson Fire Sprinklers Inc                            Unknown

                      About Avion Point West

Based in Longwood, Florida, Avion Point West LLC and its
affiliate, Orlando Country Aviation Services Inc., filed for
Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos.
11-10364 and 11-10365) on July 8, 2011.  Judge Karen S. Jennemann
presides over the Debtors' cases.  Frank M. Wolff, Esq., at Wolff
Hill McFarlin & Herron PA, represents the Debtor.  In its
schedules, the Debtor disclosed $18,075,314 in total assets and
$9,238,057 in total debts.

The petitions were signed by James PA Thompson, the managing
member.  Mr. Thompson is the developer of Orlando Apopka Airport
in northwest Orange County.  During the past decade, Mr. Thompson
has transformed Orlando Apopka Airport, on U.S. Highway 441
between Plymouth and Zellwood, from an old airfield called Orlando
Country Airport into a complex of hangar condominiums whose owners
now control the facility.

As reported by the TCR on Oct. 14, 2011, the Debtors filed a
reorganization plan dated Oct. 6, 2011, and an explanatory
disclosure statement. Under the Plan, Avion Point will
(i) continue to work with the City of Apopka for the sale of the
Avion property and the development of the Orlando Apopka Airport
for 12 months after consummation; and (ii) if the sale to the City
of Apopka does not close within 12 months after the Effective
Date, the property of both Orlando Country Aviation and Avion will
be sold at auction.  Each allowed secured claim will have the
right to credit bid according to their priority on the relevant
property.  On the Effective Date, the operation of the reorganized
Debtor will be the general responsibility of the Board of
Directors and members of the Debtor.  A hearing on the adequacy of
the information in the Disclosure Statement is scheduled for
Dec. 2, 2011, at 10:30 a.m.


B&G FOODS: S&P Rates $500-Mil. Revolver & Term Loans at 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
ratings to Parsippany, N.J.-based B&G Foods Inc.'s proposed $100
million revolving credit facility due 2016, $100 million term loan
A due 2016, and $300 million, term loan B due 2018. "The recovery
rating is '1', indicating our expectation for very high (90% to
100%) recovery in the event of a payment default. The ratings are
based on preliminary terms and are subject to final review upon
receipt of final documentation. We will withdraw our ratings on
the company's existing $25 million revolving credit facility and
$130 million term loan due 2013 following the close of the
transaction," S&P said.

The ratings on the company's $350 million senior unsecured notes
outstanding due 2018, as well as the preliminary ratings for
senior unsecured debt for B&G's shelf registration for debt
securities remain on CreditWatch with negative implications where
they had been placed on Nov. 2, 2011 following the company's
announcement that it plans to refinance and increase its senior
secured credit facilities to fund the acquisition of Culver
Specialty Brands.

"The ratings reflect our view of the company's high debt burden
and history of debt-financed acquisitions, as well as its
participation in highly competitive end markets and limited
geographic diversity," said Standard & Poor's credit analyst Bea
Chiem. "B&G benefits somewhat from its well-recognized brands with
good market positions and generally favorable operating margins."

"The outlook is stable. We estimate B&G will have about $782
million of total adjusted debt outstanding following the proposed
acquisition and refinancing," S&P said.


BANKATLANTIC BANCORP: Incurs $11.7 Million Net Loss in Q3
---------------------------------------------------------
BankAtlantic Bancorp, Inc., reported a net loss of $11.79 million
on $33.58 million of total interest income for the three months
ended Sept. 30, 2011, compared with a net loss of $25.18 million
on $44.40 million of total interest income for the same period
during the prior year.

The Company also reported a net loss of $11.28 million on
$110.36 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $96.95 million on
$135.54 million of total interest income for the same period a
year ago.

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

The Company's balance sheet at Sept. 30, 2011, showed $3.74
billion in total assets, $3.73 billion in total liabilities and
$7.12 million in total equity.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "As announced on November 1, 2011,
BankAtlantic Bancorp has signed a definitive agreement to sell its
wholly-owned subsidiary, BankAtlantic, to BB&T Corporation (NYSE:
BBT).  With the strength of BB&T, one of the nation's largest
financial holding companies, we are confident that BankAtlantic's
customers and employees will be served well by this transaction.
For more detailed information about the proposed transaction,
please refer to the press release issued on November 1, 2011, as
well as reports filed by the Company with the Securities and
Exchange Commission, and can be viewed free of charge on the SEC's
website, www.sec.gov."

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

                        http://is.gd/fORmQ2

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                         *     *     *

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

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


BANKATLANTIC BANCORP: Signs Agreement to Sell Unit to BB&T
----------------------------------------------------------
BankAtlantic Bancorp, Inc., has signed a definitive agreement to
sell its wholly owned subsidiary, BankAtlantic, to BB&T
Corporation.

In acquiring BankAtlantic, BB&T will acquire approximately $2.1
billion in loans and assume approximately $3.3 billion in
deposits.  BB&T will pay approximately a $301 million premium,
plus net asset value of BankAtlantic at close.  The estimated $301
million deposit premium represents 9.05% of total deposits at
Sept. 30, 2011.  The deposit premium will be increased or
decreased based upon the average daily closing balance of deposits
during a specified pre-closing period, provided the deposit
premium shall not exceed $315.9 million.

As part of the transaction, BankAtlantic will distribute to
BankAtlantic Bancorp specifically identified assets, including
certain performing and non-performing loans and tax certificates,
real estate owned, and related reserves, which in the aggregate
are recorded on the balance sheet of BankAtlantic at approximately
$623.6 million as of Sept. 30, 2011.  At Sept. 30, 2011, the
assets to be distributed were comprised of approximately $271.3
million of performing loans, $315.2 million of non-performing
loans, of which $96.5 million were paying as agreed, $18.7 million
in tax certificates, $83.4 million of real estate owned, and
reserves related to these assets totaling $81.9 million.
Additionally, BankAtlantic Bancorp expects to pay all accrued
interest to its Trust Preferred Securities holders at the next
scheduled payment date subsequent to closing.

"With the strength of BB&T, one of the nation's largest financial
holding companies, we are confident that BankAtlantic's customers
and employees will be served well by this transaction," commented
Alan B. Levan, BankAtlantic Bancorp's Chairman and Chief Executive
Officer.

"This transaction is a very unique structure which maximizes value
for both BB&T and BankAtlantic Bancorp. BB&T acquires a strong
deposit franchise and loans, without criticized assets, and
BankAtlantic Bancorp retains assets at net book value which it can
monetize over time.

"We believe this transaction will be very attractive to
BankAtlantic Bancorp's shareholders.  Upon closing, BankAtlantic
Bancorp's total tangible equity is expected to increase based on
the excess of the net book value of the net distributed assets at
closing over Bancorp's investment in BankAtlantic.  Based on the
Sept. 30, 2011, balances, BankAtlantic Bancorp's equity would
increase by approximately $300 million.

"Post-closing, BankAtlantic Bancorp will adopt a new name as it
will no longer be a savings and loan holding company.  The Company
is then expected to focus its operations on the assets retained in
the transaction, along with specialty finance, and commercial
lending," Mr. Levan concluded.

BFC Financial Corporation (ticker symbol: BFCF.PK), a holder of
approximately 53% of BankAtlantic Bancorp's Class A Common Stock,
supports this transaction.

BankAtlantic's financial advisors in the transaction were Sandler
O'Neill & Partners, LP and Cantor Fitzgerald & Co.

The closing of this transaction is subject to regulatory approval
and certain other customary closing conditions.

A full-text copy of the Stock Purchase Agreement is available for
free at http://is.gd/d3OnCa

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

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

The Company's balance sheet at Sept. 30, 2011, showed $3.74
billion in total assets, $3.73 billion in total liabilities and
$7.12 million in total equity.

                           *     *     *

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

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


BEACON POWER: Government May End Up Owning Flywheel Power Plant
---------------------------------------------------------------
The plant owned by Beacon Power Corp. could end up being owned by
the U.S. government as the result of the U.S. Energy Department's
guarantee of a $39.1 million loan. Selling the plant may be
difficult, according to a Bloomberg story.  Beacon built a
$69 million facility with 20 megawatts of balancing capacity in
Stephentown, New York, funded mostly by the Energy Department
loan.

                        About Beacon Power

Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department.  Brown Rudnick
and Potter Anderson & Corroon serve as the Debtor's counsel.

Tyngsboro, Massachusetts-based Beacon listed assets of $72 million
and debt totaling $47 million, including $39.1 million owing on
the government-guaranteed loan.  Beacon built a $69 million
facility with 20 megawatts of balancing capacity in Stephentown,
New York, funded mostly by the Energy Department loan.

Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year.  The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.


BION ENVIRONMENTAL: Incurs $3.8 Million Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $3.83 million on $0 of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$842,367 on $0 of revenue for the same period a year ago.

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.

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.

The Company's balance sheet at Sept. 30, 2011, showed $8.69
million in total assets, $9.45 million in total liabilities, $1.24
million in Series B redeemable convertible preferred stock, and a
$2 million total deficit.

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

                       http://is.gd/zEjetA

                     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.


BIOPACK ENVIRONMENTAL: Court Orders Asset Transfer to Landlord
--------------------------------------------------------------
The People's Court of Guandong Jiangmen Pengjiang District held a
hearing relating to Biopack Environmental Solutions Inc.
landlord's claim for unpaid rent for the Company's factory plus
penalty interest and other claims.  As disclosed in a June 3,
2011, Form 8-K, the landlord had made a claim for payment of
overdue rent in the amount of RMB 1,236,000, penalty interest in
the amount of RMB 1,067,930 and a claim for potential loss of
income in the amount of RMB 618,000, for a total amount claimed of
RMB 2,921,930 (approximately $451,379).

At the hearing, the Court ruled that after two unsuccessful
attempts to auction the factory's assets at the minimum level set
by the Court appointed independent valuation Company's fair market
assessment price, the Court set the reference value at RMB
3,613,139 (approximately $569,359) and transferred all the assets
to the landlord.  The landlord is now legally responsible for
settling any claims made by creditors, and the case has been
closed.

                     About Biopack Environmental

Kowloon, Hong Kong-based Biopack Environmental Solutions Inc.
develops, manufactures, distributes and markets bio-degradable
food containers and disposable industrial packaging for consumer
products.  The Company supplies its biodegradable food containers
and industrial packaging products to multinational corporations,
supermarket chains and restaurants located across North America,
Europe and Asia.

The Company has a factory in Jiangmen City in the People's
Republic of China.

The Company reported a net loss $472,596 on $3,594 of revenue for
the three months ended March 31, 2011, compared with net profit of
$28,966 on $68,639 of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $959,834 in
total assets, $3.45 million in total liabilities and a
$2.49 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok
C.P.A. Limited, in Hong Kong, expressed substantial doubt about
Biopack Environmental's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss of $2.4 million for the year ended Dec. 31, 2010, and had an
accumulated deficit of $7.3 million and a working capital deficit
of $2.2 million as of Dec. 31, 2010.

In the Form 10-Q, the Company noted that it had a loss for the
three month period ended March 31, 2011, of $472,596 and, on March
31, 2011, it had an accumulated deficit of $7,749,519 and a
working capital deficit of $2,287,474.  These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern, according to the quarterly report.

The Company said that its future is dependent upon its attaining
profitable operations and raising the capital it will require in
order to achieve profitable operations through the issuance of
equity securities, borrowings or a combination thereof.


BIOZONE PHARMACEUTICALS: Issues 455,000 Common Shares
-----------------------------------------------------
BioZone Pharmaceuticals, Inc., 455,000 shares of its common stock,
par value $0.001 per share, at a purchase price of $1.00 per share
pursuant to subscription agreements entered into on Oct. 31, 2011,
and Nov. 1, 2011.  The shares were issued to an accredited
investor in reliance upon the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended, and
Rule 506 promulgated by the Securities and Exchange Commission
thereunder.

                           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.


BLITZ U.S.A.: Gas-Can Maker Files Ch. 11 to Stop Injury Suits
-------------------------------------------------------------
Blitz U.S.A. Inc., a manufacturer of plastic gasoline cans, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-13603) on
Nov. 9 in Delaware to stanch a hemorrhage resulting from 36
product-liability lawsuits.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that although the bankruptcy filing automatically stopped lawsuits
against Blitz, it didn't stop the plaintiffs from suing Wal-Mart
Stores Inc., the retailer that sold the cans.  To protect Wal-
Mart, its largest customer, Blitz immediately filed court papers
asking the bankruptcy judge to also stop the suits against the
retailer.

Mr. Rochelle discloses that although Miami, Oklahoma-based Blitz
has insurance, the policies have a $1 million deductible, meaning
that the company must pay the first $1 million before insurance
kicks in.  Defending the pending lawsuits will cost more than $30
million, a "debilitating expense for the company," according to
court papers.

Annual sales have been about $80 million, according to court
papers, which say the company at one time had 70% of the U.S.
market.  Liabilities include $41 million owing on a secured term
loan and revolving credit from Bank of Oklahoma.  In addition
there is $22 million owing on unsecured subordinated notes. The
company estimates it owes lawyers $3.5 million for defending
pending suits.

The company is controlled by Kinderhook Capital Fund II LP.

The Chapter 11 case is to be financed with a $5 million secured
loan from Bank of Oklahoma.


BLITZ U.S.A.: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blitz Acquisition Holdings, Inc.
        404 26th Avenue NW
        Miami, OK 74354

Bankruptcy Case No.: 11-13602

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Blitz U.S.A., Inc.                    11-13603
F3 Brands LLC                         11-13604
LAM 2011 Holdings, LLC                11-13605
Blitz Acquisition, LLC                11-13606
Blitz RE Holdings, LLC                11-13607

Chapter 11 Petition Date: November 9, 2011

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

Judge: Peter J. Walsh

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  RICHARDS, LAYTON & FINGER
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: defranceschi@rlf.com

Debtors'
Restructuring
Advisor:          ZOLFO COOPER, LLC

Debtors'
Notice and
Claims Agent:     KURTZMAN CARSON CONSULTANTS LLC

Blitz Acquisition's
Estimated Assets: $50,000,001 to $100,000,000

Blitz Acquisition's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Rocky Flick, president and chief
executive officer.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Blitz U.S.A., Inc.                    11-13603
F3 Brands LLC                         11-13604
LAM 2011 Holdings, LLC                11-13605
Blitz Acquisition, LLC                11-13606
Blitz RE Holdings, LLC                11-13607

List of Blitz's 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jarden Plastic Solutions           Trade                  $809,971
1303 South Batesville Road
Greer, SC 29615

Shook, Hardy & Bacon, LLP          Trade                  $591,454
2555 Grand Boulevard
Kansas City, MO 64108

Entec Polymers, LLC                Trade                  $475,785
1900 Summit Tower Boulevard, #900
Orlando, FL 32810

Chevron Phillips (#1) Chemical     Trade                  $424,457
10001 Six Pines Drive
The Woodlands, TX 77380

C.H. Robinson Company              Trade                  $251,314
14701 Charlson Road
Eden Prairie, MN 55347

Imperial Credit Corporation        Trade                  $244,488

KW Plastics                        Trade                  $216,418

Temple-Inland                      Trade                  $150,959

Total Petrochemicals               Trade                  $137,856

H. Muehlstein & Co., Inc.          Trade                  $132,988

Semco Plastics Co., Inc.           Trade                  $117,828

Duff & Phelps Investigation LL     Trade                   $80,203

National Plastics Color, Inc.      Trade                   $78,555

Strong Pipkin Bissell & Ledyard    Trade                   $78,254
LLP

Logan & Lowry                      Trade                   $63,937

Hawkins & Parnell LLP              Trade                   $63,011

Avansic Inc.                       Trade                   $59,673

Hascall Steel Company              Trade                   $52,325

Equistar Chemical LP               Trade                   $50,400

Omni Packaging                     Trade                   $41,921

Bekum America Corporation          Trade                   $41,709

Rodey Dickason Sloan Akin & Robb   Trade                   $40,653
P.A.

Adecco Employment Services         Trade                   $30,349

Schwabe, Williamson & Wyatt        Trade                   $30,222

Cleveland Tubing, Inc.             Trade                   $28,877

Frantz Ward LLP                    Trade                   $27,238

Dinsmore & Shohl, LLP              Trade                   $26,516

Exponent, Inc.                     Trade                   $25,069

Carrington, Coleman, Sloman &      Trade                   $24,742
Blumenthal

Sektam of Independence             Trade                   $23,816

Barnwell Whaley Patterson Helms    Trade                   $21,321

Brownstein Hyatt Farber Schreck    Trade                   $20,846
LLP

Archer Advanced Rubber Compts      Trade                   $20,779

Quality Custom Molding, LLC        Trade                   $18,147

Heritage-Crystal Clean, LLC        Trade                   $17,924

Greenberg Traurig, LLP             Trade                   $17,204

William Z. Black/Technology Inc.   Trade                   $16,100

Ample Industries Inc.              Trade                   $14,079

M.E.I. Labels                      Trade                   $13,912

Booth & Booth Electric             Trade                   $13,679

Robinson Bradshaw & Hinson Inc.    Trade                   $13,545

Hughes Associates, Inc.            Trade                   $13,405

Rocktenn CP, LLC                   Trade                   $12,187

Softmart                           Trade                   $11,702

Hartford Insurance Co.             Trade                   $11,442

Pitney Bowes                       Trade                   $11,258

Smith & Carson                     Trade                   $10,380

Bundy & Associates, Inc.           Trade                   $10,036

CED/American Electric              Trade                    $9,968

Standard Transportation            Trade                    $9,826


BOOMERANG SYSTEMS: Issues $9.4 Million 6% Convertible Notes
-----------------------------------------------------------
Boomerang Systems, Inc., issued to subscribers 6% convertible
promissory notes due on Nov. 1, 2016, in the aggregate principal
amount of approximately $9.4 million and warrants to purchase
common stock of the Company, par value $.001 per share in a
private placement for which the Company received cash proceeds of
approximately $2.7 million and cancelled approximately $6.7
million of indebtedness.  For each $100,000 invested, a Subscriber
was issued a $100,000 principal amount Note and Warrants to
purchase 23,530 shares of the Company's Common Stock.

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

                        http://is.gd/tzSE57

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year.  Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.

The Company's balance sheet at June 30, 2011, showed $4.47 million
in total assets, $6.24 million in total liabilities, and a
$1.77 million total stockholders' deficit.


BRIGHAM EXPLORATION: Faces 6th Complaint Over Merger Agreement
--------------------------------------------------------------
On Nov. 7, 2011, a sixth putative class action was filed in
District Court in Travis County, Texas purportedly on behalf of a
class of stockholders of Brigham; Ohler, et.al. v. Brigham
Exploration Company, et.al.; Cause No. D-1-GN-11-003418.  The
Ohler Complaint names as defendants Brigham, certain of its
officers and directors, Statoil and Purchaser.  The Ohler
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;

   (3) the employment and consulting agreements with Ben M. "Bud"
       Brigham, David B. Brigham, and Mr. Eugene B. Shepherd; and

   (4) the process by which Statoil's offer was evaluated and
       approved, including the alleged failure to adequately
       conduct an appropriate sale process.

It also alleges self dealing by Bud Brigham and David Brigham and
alleges that Statoil or Purchaser aided and abetted the purported
breaches of fiduciary duties by Brigham's directors.  It also
alleges that the Solicitation/Recommendation Statement on Schedule
14D-9 omits or misrepresents material information concerning,
among other things: (a) the sales process for Brigham, (b) the
information underlying Jefferies' fairness opinion, and (c) an
alleged conflict of interest between Brigham, Statoil, and their
financial advisors.  The Ohler Complaint seeks, among other
relief, an injunction prohibiting the transactions contemplated by
the Merger Agreement, rescinding, to the extent already
implemented any terms of the Merger Agreement, damages to the
members of the putative class, attorneys' fees and

experts' fees.  Statoil and Purchaser belief the Ohler Complaint
is without merit and intend to defend themselves vigorously."

On Nov. 7, 2011, the FTC notified Statoil, Purchaser and Brigham
that early termination of the waiting period under the HSR Act
applicable to the Offer and the Merger had been granted.
Accordingly, the condition to the Offer relating to the expiration
or termination of the applicable waiting periods under the HSR Act
has been satisfied.  The closing of the transaction remains
subject to the other conditions as disclosed in "Section 15?
Conditions to the Offer" contained in the Offer to Purchase."

Brigham Exploration Company, Brigham's wholly owned subsidiaries,
Statoil USA Properties Inc., a wholly owned subsidiary of Statoil
and the direct parent of Purchaser, and Bud Brigham entered into
an Understanding Regarding Name Usage relating to the use of the
corporate names of Brigham and each of its wholly owned
subsidiaries.  Pursuant to the Name Usage Agreement, each of
Brigham and its wholly owned subsidiaries will be permitted to
continue to use the name "Brigham" in their respective corporate
names for a reasonable period of time, not to exceed eighteen
months, following the Effective Time.  During that period, Bud
Brigham will be prohibited from using certain names containing the
name "Brigham" without Statoil's consent.

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

                        http://is.gd/ozc50S

                     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."


BRIGHAM EXPLORATION: Reports $102.5 Million Q3 Net Income
---------------------------------------------------------
Brigham Exploration Company filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $102.51 million on $168.10 million of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$676,000 on $36.61 million of revenue for the same period a year
ago.

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 also reported net income of $174.90 million on $336.74
million of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $29.11 million on $114.11 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.74
billion in total assets, $973.68 million in total liabilities and
$773.03 million in total stockholders' equity.

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

                       http://is.gd/Eqr2MW

                    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.

                         *     *     *

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


CAGLE'S INC: "Administratively Insolvent", Creditors Say
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors are
protesting poultry producer Cagle's Inc.'s bankruptcy financing
deal, insisting that the company is administratively insolvent and
that its case is "on a fast-track to nowhere."


                        About Cagle's Inc.

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Cagle's Inc. estimated assets
of up to $100 million and debts of up to $50 million.  Cagle's
Farms estimated assets and debts of up to $50 million.


CAESARS ENTERTAINMENT: Incurs $173.4 Million Net Loss in Q3
-----------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of
$173.40 million on $2.25 billion of revenue for the quarter ended
Sept. 30, 2011, compared with a net loss of $163.20 million on
$2.28 billion of revenue for the same period during the prior
year.

The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interest, and $1.20 billion
in total stockholders' equity.

"While weather-related property closures in the Atlantic City
Region impacted our overall third-quarter results, we saw
strengthening fundamentals in our Nevada and international
operations," said Gary Loveman, chairman, chief executive officer
and president of Caesars Entertainment Corporation.  "We also made
significant progress on an exciting growth agenda aimed at
expanding our distribution network, increasing the strength of our
core brands and streamlining our organization."

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

                        http://is.gd/h7UHkn

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CALAIS RESOURCES: Brigus Extends Forbearance Until Dec. 1
---------------------------------------------------------
Calais Resources Inc., on Jan. 15, 2011, entered into a
Forbearance Agreement with Brigus Gold Corp. pursuant to which
Brigus has agreed to extend the forbearance period to June 30,
2011, for the three notes held by Brigus which are secured by the
Colorado assets of the Company.  The original forbearance periods
with respect to these notes were scheduled to expire in early
February and March 2011.

On June 8, 2011, the Company entered into an Extension Agreement
with Brigus, in which Brigus agreed to extend the June 30, 2011,
date to Oct. 31, 2011, upon receipt by Brigus of at least a
minimum of US$1,000,000 from the Company.  The Company wired funds
to Brigus on June 8, 2011, in the amount of US$1,000,000 to be
applied against the interest due on the notes covered by the
Forbearance Agreement.

On Oct. 24, 2011, the Company entered into another Extension
Agreement with Brigus, in which Brigus agreed to extend the
Oct. 31, 2011, date to Dec. 1, 2011, upon receipt by Brigus of at
least a minimum of US$200,000 from the Company.  Payment of
US$200,000 was made to Brigus and applied to the accrued interest
on the notes.

A full-text copy of the Extension Agreement is available for free
at http://is.gd/sSRQGt

                       About Calais Resources

Nederland, Colorado-based Calais Resources, Inc. (Pink Sheets:
CAAUF) is an exploration and development company and owns and
operates the Cross/Caribou gold and silver mine operations in
Colorado and the White Caps mine operation in Manhattan, Nevada.
The company is currently in the initial stages for reviewing the
reopening of the fully permitted Cross Mine which includes
planning to resume underground exploration activities in Colorado
and surface exploration in Nevada.


CATASYS INC: Inks Amended & Restated Promissory Notes Socius
------------------------------------------------------------
Catasys, Inc., on Nov. 2, 2011, entered into Amended and Restated
Secured Convertible Promissory Notes with Socius Capital Group,
LLC, an affiliate of Terren S. Peizer, Chairman and Chief
Executive Officer of the Company, and David E. Smith, to increase
the outstanding principal amounts under the Socius Note by
$160,000 and under the Smith Note by $100,000.  The Parties
initially entered into agreements under which the Company issued
Secured Convertible Promissory Notes in the principal amount of
$650,000 dated Aug. 17, 2011,to Socius and $680,000 dated Oct. 5,
2011, to Mr. Smith as previously disclosed in the Company's
current report on Form 8-K, filed with the Securities and Exchange
Commission on Aug. 19, 2011, and Oct. 7, 2011, respectively.  In
connection with the Amended and Restated Notes additional warrants
were issued to purchase an additional 615,385 and 384,615 shares
of the Company's common stock, par value $0.0001 per share, at an
exercise price of $0.32 per share, respectively.  The exercise
price and number of shares of Common Stock of the Warrants are
subject to adjustment for financings and share issuances below the
initial exercise price.

The Amended and Restated Notes mature on Jan. 5, 2012, and bears
interest at an annual rate of 12% payable in cash at maturity,
prepayment or conversion.  The Amended and Restated Notes and any
accrued interest are convertible at the holder's option into
common stock or the next financing the Company enters into in an
amount of at least $2,000,000.  The conversion price for the
Amended and Restated Notes is equal to the lower of (i) $0.26 per
share of Common Stock, and (ii) the lowest price per share of
Common Stock into which any security is convertible in any
Qualified Financing.

Effective Nov. 2, 2011, the Company entered into an Amendment to
Consent Agreement with the Parties to amend the Consent Agreement
dated Oct. 5, 2011, to adjust Socius's and Mr. Smith's respective
sharing percentages in recoveries against collateral securing the
Amended and Restated Notes in order to reflect the increased
principal amounts thereunder.

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

                        http://is.gd/cOfoNX

                         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.


CENTRAL EUROPEAN: Moody's Cuts Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded by one notch to B3 from
B2 the corporate family rating (CFR) and probability of default
rating (PDR) of Central European Distribution Corporation (CEDC).
The rating on the company's senior secured notes due in 2016
issued by CEDC Finance Corporation International has also been
downgraded by one notch to B2 from B1. The outlook is negative.

RATINGS RATIONALE

"The decision to downgrade CEDC's CFR and PDR to B3 follows
weaker than expected results during the first nine months of 2011
and Moody's view that CEDC's operating performance will remain
under pressure over the intermediate term. As a result, the group
will be challenged to maintain a pro-forma financial leverage in
line with a B2 rating (i.e. around 6x) at FYE December 2011,"
says Paolo Leschiutta, a Moody's Vice President-Senior Credit
Officer and lead analyst for CEDC.

CEDC's results for the three months ending September 30, 2011
showed an underlying operating income (adjusted for restructuring
and impairment costs) of US$36.2 million, which was significantly
below Moody's expectations. Furthermore, during the third quarter
2011, the company's results were affected by impairment charges
of approximately US$675 million, mainly related to RAG's Russian
activities and restructuring at the Polish brand, Bols. Moody's
does not expect the remaining part of the year to compensate for
the decline recorded thus far given the still soft demand for
vodka as well as the relatively high inflationary trends in
Russia, both of which are expected to continue over the next few
quarters. Although Moody's was expecting a degree of
deterioration in profitability compared to last year, the
deterioration experienced so far was higher than anticipated.

The drop in profitability during the first nine months of the
year was largely due to (i) lower than expected volumes in Russia
(in turn, 15% down in Q1 2011, 17% down in Q2 2011 and only 3% up
in Q3 2011 in comparison to the same quarters in 2010) given a
general decline in market consumption and the impact of license
renewal in the Russian spirits industry; (ii) increasing raw
material costs in both Poland and Russia, with spirits costs
increasing by US$17 million during the first nine months of 2011;
and (iii) higher marketing costs and an adverse sales mix trend
in Poland, as the company launched new value brands with a lower
price tag; which, however, helped CEDC to recover some market
share. These factors offset the impact of Whitehall Group's
consolidation (from February 2011) on CEDC's accounts.

Moody's recognizes that CEDC did report top-line growth during
the first nine months of 2011, with net sales of US$597.6 million
up by almost 24% from US$483.2 million over the same period in
2010. However, this was mainly due to the consolidation of
Whitehall Group, which compensated for lower volumes in Russia
and more aggressive pricing in Poland. In addition, Moody's also
notes that volumes in Poland rose over the same period and CEDC
expects that the volume and value differential should reduce over
time, resulting in increasing profitability over the next
quarters.

More positively CEDC continues to enjoy solid market shares in
Russia and Poland on its vodka brands. Nonetheless, going
forward, Moody's expects volatility in consumer spending and
spirit prices to continue in both Poland and Russia. As a result,
the company will be more challenged to reduce its financial
leverage, measured as debt to EBITDA (pro-forma for the Whitehall
acquisition) to levels in line with a mid single-B rating, i.e.
with leverage around 6x.

Moody's, however, currently derives some comfort from the
company's liquidity profile, which benefits from US$111.2 million
in cash on balance sheet (as at the end of September 2011). This,
together with expected cash generation over the next 12 months,
covers for significant working capital seasonality during the
year and short-term debt maturities. Moreover, there are no
significant capex needs. However, following the early repayment
of CEDC's committed bank facility in April 2011, the company
partly relies on a number of short-term credit lines which are
uncommitted. That being said, CEDC signed a factoring agreement
last February, which represents a source of financing for the
company's working capital needs.

The negative outlook reflects Moody's view that the company's
operating performance might remain under pressure over the medium
term as market conditions and consumer spending, overall, remain
soft in Russia. Any pressure on CEDC's liquidity profile or
further deterioration in the company's operating performance
could result in further rating pressure . The rating could be
downgraded if CEDC's financial leverage (adjusted debt to EBITDA)
were to exceed significantly 7x by FYE 2011 with no evidence that
management could reduce financial leverage well below 7x by FY
2012. Although an upgrade is unlikely at the moment, positive
rating pressure could result from ongoing improvements in
profitability and cash flow generation, resulting in positive
free cash flow generation and in a reduction of financial
leverage towards 5.5x.

Downgrades:

  Issuer: Central European Distribution Corporation

  -- Corporate Family Rating and Probability of Default Rating,
     Downgraded to B3 from B2

  Issuer: CEDC Finance Corporation International

  -- Senior Secured Bond, Downgraded to B2, LGD3, 39% from B1

Outlook Actions:

  Issuers: Central European Distribution Corporation and CEDC
           Finance Corporation International

  -- Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in rating CEDC was the Global
Alcoholic Beverage Rating Methodology published in August 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Warsaw, Poland, CEDC is one of the largest vodka
producers in the world, with annual sales of around 32.7 million
nine-litre cases, mainly in Russia and Poland. Following
investments in Russia over the past two years and the recent
disposal of its distribution business in Poland, CEDC generated
net revenues of around US$711 million during FYE December 2010.
This amount excludes Whitehall Group, the importer and
distributor of premium spirits and wine in Russia which was
consolidated since February 2011 (Whitehall generated
approximately US$190 million revenues during 2010).


CHEF SOLUTIONS: Committee Retains Lowenstein Sandler as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of Chef Solutions Inc. and its affiliates ask permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Lowenstein Sandler PC as counsel effective as of Oct. 13,
2011.

As the Committee's counsel, the firm will, among other things:

   a) provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under Sec. 1102 of the Bankruptcy Code;

   b) assist the Committee in review and negotiating terms
      for unsecured creditors with respect to (i) any sale
      of substantially all of the Debtors' assets, including
      negotiating regarding bidding procedures and proposed
      asset purchase agreements; (ii) the Debtor's request
      for final approval of debtor-in-possession financing
      or for the use of its cash collateral, and (iii) other
      requests for relief which would impact unsecured
      creditors;

   c) provide legal advice as necessary with respect to
      any plan and disclosure statement filed in these
      cases and with respect to the process for approving
      or disapproving disclosure statements and  confirming
      or denying confirmation of a plan;

   d) investigate the Debtors' pre-petition lenders' liens,
      any potential claims against the Debtors' pre-petition
      lenders, and any claims by the estate, including
     potential claims against insiders; and

    e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders
       objections, agreements and other legal documents.

The firm will charge the Debtors based on the hourly rates of its
attorneys and other professionals:

   Designations                Hourly Rates
   ------------                ------------
   Members                     $435 to $895
   Senior Counsel              $390 to $660
   Counsel                     $350 to $630
   Associates                  $250 to $470
   Legal Assistants            $145 to $245

Sharon L. Levine, member of Lowenstein Sandler, attests that the
firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Chef Solutions

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

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

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

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

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

Lowenstein Sandler PC represents the creditors' committee
appointed in the case.


CHEF SOLUTIONS: Committee Taps Polsinelli Shughart as Co-Counsel
----------------------------------------------------------------
Chef Solutions Inc.'s official committee of unsecured creditors
asks permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Polsinelli Shughart, as co-counsel.

Upon retention, the firm will, among other things:

   a. provide legal advice with respect to the powers and duties
      available to the Creditors' Committee, an official committee
      appointed under section 1102 of the Bankruptcy Code;

   b. assist co-counsel in the investigation of the acts, conduct,
      assets, liabilities and financial conditions of the Debtors,
      the operation for the Debtors' business, and any other
      matter relevant to this case or to the formation of a plan
      or plans of reorganization or liquidation;

   c. prepare on behalf of the Creditors' Committee necessary
      applications, motions, complaints, answers, orders,
      agreements and other legal papers; and

   d. review, analyze and respond to all pleadings filed by
      the Debtors and appear in Court to present necessary
      motions, applications, and pleadings and to otherwise
      protect the interest of the Creditors' Committee.

The primary attorneys and paralegals expected to represent the
Creditors' Committee and their respective hourly rates:

   Personnel                              Rates
   ---------                              -----
   Christopher A. Ward (Shareholder)       $440
   Justin K. Edelson (Associate)           $275
   Lindsey M. Suprum (Paralegal)           $190

Other personnel of the firm will render services to the Creditors'
Committee as needed.

Christopher A. Ward, Esq., a shareholder of Polsinelli Shughart,
attests that the firm is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code.

                       About Chef Solutions

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

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

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

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

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

Lowenstein Sandler PC represents the creditors' committee
appointed in the case.


CHEF SOLUTIONS: Committee Retains Mesirow Financial as Advisor
--------------------------------------------------------------
Chef Solutions Inc.'s official committee of unsecured creditors
asks permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Mesirow Financial Consulting, LLC, as financial
advisors.

Upon retention, the firm will, among other things:

   a) assist in the review of reports or filings as required
      by the Bankruptcy Court or the Office of the United
      States Trustee, including but not limited to, schedules
      of assets and liabilities, statements of financial
      affairs and monthly operating reports;

   b) review the Debtors' financial information, including,
      but not limited to, analyses of cash receipts and
      disbursements, financial statements items and proposed
      transactions for which Bankruptcy Court approval is
      sought;

   c) review and analysis of the reporting regarding cash
      collateral and any debtor-in-possession financing
      arrangements and budgets;

   d) analysis of assumption and rejection issues regarding
      executor contracts and leases; and

   e) review and analysis of the Debtors' proposed business
      plans and the business and financial condition of the
      Debtors generally.

The firm's rates are:

      Personnel                          Rates
      ---------                          -----
      Senior Managing Director and
        Managing Director                $775-$825/hour

      Senior Vice-President              $665-$725/hour

      Vice President                     $565-$625/hour

      Senior Associate                   $465-$525/hour

      Associate                          $285-$395/hour

      Paraprofessional                   $145-$240/hour

The firm has agreed to cap its rates at $500 per hour for Senior
Managing Director and Managing Director, and at $300 per hour for
all other positions.

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

                        About Chef Solutions

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

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

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

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

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

Lowenstein Sandler PC represents the creditors' committee
appointed in the case.


CHEF SOLUTIONS: Aims to Halt Suit by Former CEO Silk
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chef Solutions Inc. filed papers this week to stop a
state court lawsuit by former Chief Executive Steven Silk against
one of the company's board members.  The suit seeks severance of
$625,000, equal to one year's salary, plus $40,000 in accrued
vacation pay.  The suit was filed against the company and one
director before Chef Solutions' Chapter 11 filing in early
October.  The company argues that the bankruptcy court has power
to stop the suit because it affects the bankruptcy, given that
Chef Solutions is obliged to indemnify the director that's being
sued.  At a hearing to be held Dec. 13, Chef Solutions will ask
the bankruptcy judge in Delaware to halt the state court suit in
Illinois.

                       About Chef Solutions

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

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

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

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

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.  An auction was scheduled
for Nov. 9 and a hearing to approve the sale will take place
Nov. 15.

Lowenstein Sandler PC represents the creditors' committee
appointed in the case.


CHERRY AIR: Court Confirms Second Amended Plan
----------------------------------------------
Bankruptcy Judge Harlin DeWayne Hale confirmed the Second Amended
Plan of Reorganization Dated Oct. 21, 2011, filed by Cherry Air
Inc.  A copy of Judge Hale's Oct. 31, 2011 Findings of Fact,
Conclusions of Law, and Order is available at http://is.gd/MXgong
from Leagle.com.

The Plan specifies that Class 1 (Allowed Administrative Claims and
Allowed Administrative Tax Claims) is not impaired under the Plan
and is deemed to have accepted the Plan.  The Plan designates each
of Class 2 (Allowed Secured Tax Claims), Class 3 (Allowed Priority
Claims), Class 4 (Allowed Secured Claim of Comerica), Class 5
(Allowed Claims of the Jim Donaldson Estate), Class 6 (Allowed
General Unsecured Claims Less than $10,000), Class 7 (Allowed
General Unsecured Claims Greater than $10,000), and Class 8
(Equity Interests in the Debtor) as impaired and specifies the
treatment of Claims and equity interests in those Classes.

According to the Court's order, "[t]he Effective Date of the Plan
and the closing under both the SPA (as defined in the Plan) and
that certain Asset Purchase Agreement by and among Source
Investments, LLC, Addison Aviation Services, Inc., and Avdoor,
Inc., as sellers, and Tailwind, as purchaser, shall occur on a
date and at a time and location mutually agreed upon by the
Debtor, Comerica, and Tailwind, but in no event later than
December 1, 2011, following the satisfaction of the last of the
conditions precedent set forth in Section 6.02 of the Plan, except
that Section 6.02 of the Plan is hereby modified to remove that
certain condition precedent set forth in Section 6.02(c) thereof
and it shall not, therefore, be a condition precedent to the
occurrence of the Effective Date that Tailwind receive express,
written approval of the Federal Aviation Association."

Cherry Air, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 09-30254).

Source Investments, LLC, in Addison, Texas, filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 09-30252) on Jan. 10, 2009.
Judge Stacey G. Jernigan presides over Source Investments' case.
Joyce W. Lindauer, Attorney at Law -- courts@joycelindauer.com --
serves as Source Investments' counsel.  Source Investments
estimated assets and debts of $1 million to $10 million.  The
petition was signed by Kenny Donaldson, president of source
Investments.


CHOCTAW RESORT: Moody's Lowers CFR to 'Caa3', Concludes Review
--------------------------------------------------------------
Moody's Investors Service downgraded Choctaw Resort Development
Enterprise's ("Choctaw Resort" or the "Enterprise") corporate
family rating, probability of default rating and senior unsecured
notes rating to Caa3 from Caa2. Moody's also assigned a Caa2
rating to the senior secured term loan with the new maturity date
of May 4, 2012. The rating outlook is negative. The rating actions
conclude the rating review process that was initiated on July 14,
2011.

Ratings downgraded:

- Corporate Family Rating to Caa3 from Caa2

- Probability of Default Rating to Caa3 from Caa2

- Senior Unsecured Notes due 2019 to Caa3 (LGD4, 56%) from Caa2
  (LGD4, 56%)

Rating assigned:

- Senior Secured Term Loan due May 2012 at Caa2 (LGD 3, 41%)

RATINGS RATIONALE

The Caa3 CFR and negative outlook reflect the significant near-
term refinancing risk the Enterprise faces despite its recent
execution of an extension of the maturity dates of both its $71
million senior secured term loan and the unrated $10 million
unsecured loan at its Bok Homa casino from November 4th, 2011 to
May 2012. In Moody's view, the near term probability of a payment
default remains high since it's uncertain that the Enterprise will
be able to complete the refinancing of these loans within such a
short timeframe. In addition to volatile capital markets, other
potential risks include further delays in financial reporting and
accounting restatements due to the recent change in Choctaw's
external auditor, and continued weak corporate governance.

The Caa3 rating also reflects the high degree of uncertainty
surrounding the enforceability of lenders' claims and potential
material impairment that may be incurred should a Native American
gaming issuer, such as Choctaw, default on its debt obligations.
While recognizing the positive credit implications of the recent
settlement of a tribal leadership dispute and more clarity with
regard to the previously reported FBI investigation at the casino,
these developments won't fully offset the negative rating pressure
from near-term refinancing risk.

Ratings would be downgraded further if Choctaw pursued a
recapitalization that Moody's deemed a distressed exchange.
Conversely, ratings could be upgraded if the refinancing is
completed on time and the new capital structure is expected to be
sustainable relative to future cash flow generation. A higher
rating would also require the satisfaction of all financial
reporting requirements, as well as a commitment and demonstrated
effort by the tribe and the Enterprise to improve their financial
discipline, transparency and corporate governance.

The principal methodology used in rating Choctaw Resort
Development Enterprise was the Global Gaming Industry Methodology
published in December 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.

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations. It owns and operates in central
Mississippi the Silver Star Hotel and Casino and the Golden Moon
Hotel and Casino, which commenced operations in 1994 and 2002,
respectively.


CIRCLE STAR: Appoints Jeff Johnson as Chief Executive Officer
-------------------------------------------------------------
Circle Star Energy Corp. announced the appointment of Mr. S.
Jeffrey Johnson, a director and Chairman of the board of directors
to the position of Chief Executive Officer effective Oct. 11,
2011.

Mr. Johnson was the founder, Chairman and CEO of Cano Petroleum,
Inc. from 2004-2011, initially an OTC listed company which moved
to the NYSE/Amex in 2005. Mr. Johnson was CEO of Scope Operating
Company from 1998-2004 and was the founder and CEO of Acumen
Resources, Inc. from 1993-1998.  From 1989-1993, he was Vice
President of Touchstone Capital.  Mr. Johnson is the managing
member of High Plains Oil, LAC, a private oil and gas company he
founded in April 2011.  He currently serves on the Advisory Board
of Planet Resource Recovery, an OER service company and on the
Board of Directors of Yam (Young Men Moving), a non-profit
organization established to mentor young men who may not have
positive male role models in their daily life.  Mr. Johnson also
previously served on the NYSE/Amex Listed Company Counsel.  Mr.
Johnson is 46 years of age and has served as a director on the
Board of the Company since June 16, 2011, and as Chairman of the
Board of the Company since July 6, 2011.

In related news, on Oct. 11, 2011 the Company accepted Mr. David
Brow's resignation as President and appointed Mr. Johnson as CEO
of the Company.  Mr. Brow will continue to serve on the Board and
will continue to be the Secretary of the Company and he is working
closely with Mr. Johnson to facilitate an orderly transition of
his responsibilities.

Company CEO Jeff Johnson comments, "I am delighted to have been
asked to serve and to lead the Company forward.  We anticipate a
lot of work ahead, which is a welcome sign of a Company that has
plenty to achieve.  We are looking forward to diligently
investigating several potential opportunities aimed at increasing
our asset portfolio and industry profile as soon as possible."

                          About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at July 31, 2011, showed $3.7 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $2.1 million.

The Company has sustained losses in all previous reporting periods
with an inception to date loss of $3.8 million as of July 31,
2011.  "There is substantial doubt about the Company's ability to
continue as a going concern," the Company said in the filing.


COMMUNITY BANKS: Bank Midwest Remains Open Amid Receivership
-------------------------------------------------------------
Jon Mendelson at Tracy Press reports that business continued as
usual for a Tracy bank that was placed in receivership by the
Federal Reserve, after its parent bank was on too shaky ground in
the eyes of the Federal Deposit Insurance Corporation.

Despite the Oct. 21 declaration that Community Banks of Colorado -
-- which brought the Tracy-based Community Banks of Northern
California into its fold in spring 2010 -- was in receivership and
would be partially transferred to Bank Midwest, National
Association, the doors were open and tellers busy at work at the
10th Street and Central Avenue branch to open.

Though management at the local bank declined to comment, Angela
Austin of NBH Holding, the company that owns Bank Midwest, said
local folks shouldn't notice much change, according to Tracy
Press.

The report notes that Greg Hernandez, a public relations officer
with the FDIC, the Colorado-based bank became "critically
undercapitalized," and the Fed decided to step in.  The report
relates that Mr. Hernandez said the bank's problems are in part
because of poor commercial loans made by the California-based
branches, and especially because of gambles that didn't pay off in
the Rocky Mountains.

Ms. Austin said there were "multiple causes" for the bank's
failure, but expressed optimism about its future under NBH
Holding, the report adds..

Gene Birk founded the Tracy Savings and Loan Association, which
would eventually become Community Banks of Northern California, in
1983.  Since then, the homegrown savings and loan became a state
chartered bank called Community Banks of San Joaquin, then
expanded its scope to become CBNC.  It was fully merged with the
Colorado bank in 2010.


CONVERSION SERVICES: Terminates Employment of Lori Cohen as CEO
---------------------------------------------------------------
Conversion Services International, Inc., on Nov. 2, 2011,
terminated Lori Cohen from the position of Chief Executive Officer
of the Company.  Ms. Cohen continues to serve as a member on the
Company's board of directors.

Effective immediately, Thomas Pear, director of the Company, will
serve as the Company's interim Chief Executive Officer.

Thomas Pear has been a Director of the Company since August 2006,
and has been Chairman of the Board's Compensation and Stock Option
Committee, and a member of the Audit Committee and the Nominating
and Corporate Governance Committee.  Presently he is a principal
in Saw Mill Sports Management and a management consultant.  From
1993 to 2006, Mr. Pear served as chief financial officer of The
Atlantic Club, and also served as its president from 2002 to 2006.
Prior to this, Mr. Pear served as vice president and general
manager of DM Engineering, vice president and chief financial
officer of Tennis Equities, and staff accountant at Malkin,
Studley and Ramey CPA, PC.  Mr. Pear received his B.S. in
Accounting from Nichols College in 1974.

                   About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

The Company's balance sheet at June 30, 2011, showed $3.07 million
in total assets, $6.91 million in total liabilities, and a
$3.84 million total stockholders' deficit.

The Company reported a net loss of $771,753 on $17.72 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $31,956 on $24.19 million of revenue during the prior year.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.


CORRELOGIC SYSTEMS: Vermillion, Inc. Buys Firm for $435,000
-----------------------------------------------------------
Vermillion, Inc. entered into an asset purchase agreement with
Correlogic Systems, Inc., whereby Vermillion has agreed to pay
$435,000 in cash for substantially all of Correlogic's assets in
connection with its ovarian cancer diagnostics business, which
include certain diagnostic samples, software and IP.  Correlogic
is in Chapter 11 proceedings in the U.S. Bankruptcy Court for the
District of Maryland and the transaction is subject to Court
approval.

Vermillion, Inc. (VRML) in engaged in the discovery, development
and commercialization of novel high-value diagnostic tests that
help physicians diagnose, treat and improve outcomes for patients.
See http://www.vermillion.com

Correlogic Systems, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 10-25974) on July 16, 2010, in Greenbelt.
The Debtor estimated assets and debts of up to $10 million as of
the Petition Date.

The Debtor is represented by:

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


CROCUS INVESTMENT: Directors Settle With Securities Commission
--------------------------------------------------------------
Winnipeg Free Press reports that The Manitoba Securities
Commission and eight of the 10 former directors of the failed
Crocus Investment Fund have arrived at a settlement agreement six-
and-a-half years after regulatory action began.

The MSC's allegations against the directors involved the execution
of their responsibilities as directors in the months leading up to
the dramatic devaluation of Crocus shares and its subsequent
receivership, according to the report.

Winnipeg Free Press notes that the eight directors admit to
allegations of impropriety, including the fact that even though
they knew a significant devaluation of shares was imminent the
board permitted sales and redemption of shares at prices vastly
higher than the price that was being contemplated.

In the spring of 2005, Winnipeg Free Press recalls, Crocus
Investment Fund halted trading of its shares to review their
value.  The report relates that it went on to devalue its share
price by one-third.

Winnipeg Free Press says that a damning report by a court-
appointed receiver found that managers and directors of the fund
deliberately delayed write-downs and kept some investment values
unjustifiably high to help sell more shares.

The fund, with nearly 34,000 investors, went into receivership.

Winnipeg Free Press notes that the investors filed a $200 million
lawsuit against the fund's board of directors and officers, the
province of Manitoba, the Manitoba Securities Commission and an
array of professional firms ? including Nesbitt Burns, Wellington
West Capital and PriceWaterhouseCoopers ? that advised Crocus.

The settlement agreement bars the eight former directors from
serving as officers or directors of public companies or private
companies that issue shares for one year from the date of the
settlement agreement, Winnipeg Free Press adds.


D.C. DEVELOPMENT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
D.C. Development, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities.

D.C. Development, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                $63,108,943
B. Personal Property            $28,046,871
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $38,944,469
E. Creditors Holding
    Unsecured Priority
    Claims                                          $840,322
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $6,356,453
                                -----------      -----------
       TOTAL                    $91,155,814      $46,141,245

A copy of the schedules is available for free at:

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

                     About D.C. Development

D.C. Development, LLC, along with affiliates, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-30548) on Oct. 15, 2011.
Karen F. Myers signed the petition as managing member of Spiker
LLC.


DECOR PRODUCTS: Tai Chim Lau and Chak Ming Li Resign from Board
---------------------------------------------------------------
Tai Chim Lau, and Chak Ming Li resigned as directors of Decor
Products International, Inc., and Wai Fai Law resigned as the
Company's chief financial officer.  The resignation of each of
these individuals was not the result of any disagreement with the
Company, known to an executive officer of the Company, on any
matter relating to the Company's operation, policies or practices.

Effective Nov. 1, 2011, the Company's board of directors appointed
the following individuals to the positions, to fill the vacancies
caused by the resignations.  Those individuals will hold office
until the next annual meeting of shareholders and until their
respective successors are duly elected and qualified or until
their resignation or removal.

Qing Hua Lin, age 30, has been appointed as the Company's Chief
Financial Officer and a member of the Company's board of
directors.  Since April 2005, Mr. Lin has been the accounting
supervisor of our wholly owned subsidiary Dongguan CHDITN Printing
Co., Ltd.  Mr. Lin is responsible for the Company's daily
accounting reporting and management.  In 2003, Mr. Lin graduated
from Guangzhou Maritime College with an Associate Degree in
Accounting.  Mr. Lin has received a Certificate of Accounting
Professional Qualification in China.

The board of directors appointed Mr. Lin as director and Chief
Financial Officer based on his experience in accounting and
financial management for our company and the contributions he can
make to our strategic direction.  Mr. Lin has not served as a
director of any company during the past five years which is
required to file reports with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 or is subject
to the requirements of Section 15(d) of the Exchange Act or is
registered as an investment company under the Investment Company
Act of 1940.

Mr. Lin is an employee of the company and has agreed to serve as a
director without additional compensation.

Zhang Xie, age 33, has been appointed as the Company's corporate
secretary and a member of our board of directors.  Since 2005, Mr.
Xie has been working as Chairman Assistant of CHDITN Printing and
provides assistance in coordinating corporate matters, strategic
planning, marketing, corporate financing, and management of daily
operations.  From September 2002 until December 2004, Mr. Xie was
engaged in sales of our products.  Mr. Xie graduated from
Guangdong University of Business Studies in 2002 with a Bachelor
Degree of Economics concentrating in marketing.

The board of directors appointed Mr. Xie as director based on his
experience in sales and marketing for the company and the
contributions he can make to the Company's strategic direction.
Mr. Xie has not served as a director of any company during the
past five years which is required to file reports with the
Securities and Exchange Commission under the Exchange Act is
subject to the requirements of Section 15(d) of the Exchange Act
or is registered as an investment company under the Investment
Company Act of 1940.

Mr. Xie is an employee of the company and has agreed to serve as a
director without additional compensation.

                         About Decor Products

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.


The Company's balance sheet at June 30, 2011, showed US$40.44
million in total assets, US$8.57 million in total liabilities and
US$31.86 million in total stockholders' equity.

HKCMCPA Company Limited, in Hong Kong, expressed substantial doubt
about Decor Products International's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that as of Dec. 31, 2010, the Company
defaulted on the repayment of convertible notes and promissory
notes with an aggregate amount of $2.2 million ($2.0 million as of
March 31, 2011).


DETROIT INT'L BRIDGE: State Seeks Receivership for Firm
-------------------------------------------------------
John Gallagher at Detroit Free Press reports that Ambassador
Bridge owner Manuel (Matty) Moroun may have won at least a
temporary victory when a state Senate committee defeated, for now,
a plan to build a rival public bridge.  But, the report relates
that Mr. Moroun faces big trouble on another front.

The Michigan Department of Transportation is asking a judge to
appoint a receiver over Mr. Moroun's Detroit International Bridge
Co. to take control of the long-disputed Gateway project at the
Ambassador Bridge, according to Detroit Free Press.

The report notes that MDOT wants the receiver to have the power to
rip out the gas pumps and lucrative duty-free store that Moroun
built near the bridge so the delayed Gateway project can finally
be completed.

The report notes that Wayne County Circuit Judge Prentis Edwards
was due to rule Nov. 3 on whether Mr. Moroun's company is in
contempt of court for not completing the $230-million Gateway
project as Edwards ordered in February 2010.  Last January, Judge
Edwards briefly jailed the company's president, Dan Stamper, for
failing to complete the project as ordered, the report recalls.

Detroit Free Press discloses that lawyers for Mr. Moroun have
argued that the company is working in good faith to complete the
project and that any delays are due to MDOT changing the scope of
the project.


DESERT GARDENS: Glendale Apartments Seek Chapter 11 Protection
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Desert Gardens IV LLC, the owner of the 532-united
Desert Gardens apartments in Glendale, Arizona filed for Chapter
11 protection to halt foreclosure that was set for Nov. 14.
The project has two 31-story towers, one built in 1983 and the
other in 2003.  U.S. Bank, the secured lender, is owed $26.3
million, according to a court filing. The property is estimated to
be worth $16 million, according to court papers.

Desert Gardens IV, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Bradley Jay
Stevens, Esq., at Jennings, Strouss & Salmon, P.L.C., serves as
counsel.  Sierra Consulting Group, LLC, is the financial advisor.
The Debtor disclosed $16,138,707 in assets and $27,141,725 in
liabilities in its schedules.


DEXIA SA: Books Losses on Sale of Belgian Unit, Greek Bonds
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Dexia SA booked a
EUR4.1 billion ($5.6 billion) loss on the sale of its Belgian
subsidiary and a EUR2.3 billion loss on its holdings of Greek
sovereign debt.

As reported in the Troubled Company Reporter on Oct. 21, 2011,
Dexia SA completed agreements to sell its Belgian banking unit and
French municipal-lending division to state-owned companies, moving
closer to a full breakup as part of plans to rescue the lender.
Dexia Bank Belgium will be sold for EUR4 billion (US$5.5 billion)
to the Societe Federale de Participations et d'Investissement, or
SFPI, acting on behalf of the Belgian state. The company will sell
the French municipal-lending unit to Caisse des Depots et
Consignations and La Poste, Bloomberg discloses.

Dexia SA -- http://www.dexia.com/-- is a Belgian-based bank and
insurance carrier that focuses on Public and Wholesale Banking,
providing local public finance actors with banking and financial
solutions, and on Retail and Commercial Banking in Europe, mainly
Belgium, France, Luxembourg and Turkey.


DOWN EAST HOSPITAL: Receivership Process Ends
---------------------------------------------
WABI-TV5 News Desk reports that Eastern Maine Health Systems is no
longer in charge of the operations of Down East Community Hospital
in Machias.

EMHS had been the emergency receiver and operator since June 2009.

The goal was to bring the hospital back into compliance with
federal standings so Medicare and Medicaid reimbursements wouldn't
be cut off, according to the report.  The hospital's goal has been
met, WABI-TV5 News relates.


DPAC TECHNOLOGIES: Common Stock Delisted from OTC Markets
---------------------------------------------------------
The Common Stock of DT Sale Corp., formerly "DPAC Technologies
Corp.", was delisted from the OTC Markets Group OTCQB market by
the Financial Industry Regulatory Authority as a result of the
distribution of $0.05 per share, payable upon surrender of share
certificates, to Nonaffiliated Shareholders of the Company as of
the record date of Oct. 31, 2011, which was previously reported on
the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on Oct. 21, 2011.  FINRA notified the
Company of such delisting on Nov. 4, 2011.  The Company's Common
Stock was formerly quoted on the OTCQB market under the symbol
"DPAC."

                       About DPAC Technologies

Hudson, Ohio-based DPAC Technologies Corp. (OTC QB: DPAC)
-- http://www.quatech.com/-- through its wholly owned subsidiary,
Quatech, Inc., designs, manufactures, and sells device
connectivity and device networking solutions for a broad market.
Quatech sells its products through a global network of
distributors, system integrators, value added resellers, and
original equipment manufacturers.  The Company sells to customers
in both domestic and foreign markets.

DPAC, together with its wholly owned subsidiary Quatech, Inc., on
Aug. 3, 2011, entered into an Asset Purchase Agreement with B&B
Electronics Manufacturing Company and its wholly owned subsidiary,
Q-Tech Acquisition, LLC.  The Asset Purchase Agreement provides
for the sale of substantially all of the assets of Quatech for
$10.5 million in cash.  In connection with the Asset Purchase
Agreement, each of Fifth Third Bank, N.A., and the State of Ohio,
as lenders to DPAC and Quatech, entered into forbearance
agreements with DPAC and Quatech, pursuant to which each consented
to DPAC and Quatech entering into the Asset Purchase Agreement and
agreed to forbear from exercising certain rights under their
respective loan agreement with DPAC and Quatech until the closing
has occurred or the Asset Purchase Agreement has terminated.

The Company's balance sheet at June 30, 2011, showed $9.69 million
in total assets, $7.20 million in total liabilities and $2.48
million in total stockholders' equity.

The Company said certain conditions exist that raise substantial
doubt about its ability to continue as a going concern.  These
conditions include recent operating losses, deficit working
capital balances and the inherent risk in extending or refinancing
the Company's bank line of credit, which matures on Sept. 5, 2011.

As reported by the TCR on May 24, 2011, Maloney + Novotny in
Cleveland, Ohio, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's continued operating losses, deficit working
capital balances and the inherent risk in extending or refinancing
its bank line of credit, which matures on May 31, 2011.


DRINKS AMERICAS: Amends Stock Purchase Agreement with Worldwide
---------------------------------------------------------------
Drinks Americas Holdings, Ltd., previously executed a Stock
Purchase Agreement with Worldwide Beverage Imports, LLC., whereby
the Company issued an aggregate of 100,000,000 shares of its
restricted common stock of the Company and Worldwide granted
license distribution rights of up to 39 SKUs of products owned or
licensed by Worldwide, and to supply inventory related to the
Rights to the Company.

On Nov. 1, 2011, the Company and Worldwide entered an Amendment
No. 1 to the Stock Purchase Agreement.  Pursuant to the Original
Purchase Agreement, the Company agreed to sell $1,500,000 in
additional restricted shares of common stock to Worldwide for a
purchase price of $0.002 per share and the Additional Shares were
to be purchased using residual cash from the sales, after
expenses, made by the Company associated with the Rights in no
more than five tranches in accordance with the terms of the
Original Purchase Agreement.

Pursuant to the Amendment Agreement, Section 2 of the Original
Purchase Agreement was amended to replace the terms and provisions
of the Additional Purchase Tranches with new terms and provisions
whereby the Company shall issue Additional Shares in exchange for
(i) Worldwide forgiving a $300,000 loan owed by the Company; and
(ii) Worldwide delivering $1,200,000 in Inventory to the Company,
the sale proceeds of which are to be contributed to the capital of
the Company.

Under Section 6(i) of the Original Purchase Agreement, the Company
agreed to, among other things, use its best efforts to (i)
increase the number of its authorized shares from 500,000,000 to
900,000,000 after the Closing Date in, (ii) effect a reverse split
at a ratio that is mutually agreed to by the Company and
Worldwide, and (iii) settle outstanding liabilities.  Upon the
occurrence of the Increase in Authorized Shares, the issuance of
the Initial Issuance and the Additional Shares, the completion of
the Debt Satisfaction and the Reverse Split, the Company agreed to
issue such number of shares of its common stock required such
that: (x) Worldwide will own 49%, (y) management of the Company
will own 35%, (z) two consultants of the Company, or their
respective designees, will own 2.5% each, of the number of shares
issued and outstanding of the Company at such time.

Pursuant to the Amendment Agreement, the Resulting Ownership will
be amended such that the 35% ownership by the Company's management
will include an exchange of all outstanding Series C Preferred
Stock of the Company to common stock and the allocation of the 35%
common stock ownership will be determined by J. Patrick Kenny, the
Company's President and Chief Executive Officer.  Furthermore, the
Amendment Agreement provides that, upon the completion of the Debt
Satisfaction and Reverse Split, the Company will pay to J. Patrick
Kenny, Charles Davidson, and Brian Kenny a bonus in an amount to
be agreed upon by Richard Cabo and J. Patrick Kenny, which bonuses
will be paid at such time as Company's Compensation Committee
shall determine.

In connection with the shares issued under the Original Purchase
Agreement and the Amendment Agreement, the Company relied upon the
exemption from securities registration afforded by Rule 506 of
Regulation D as promulgated by the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended
or Section 4(2) of the Securities Act.  No advertising or general
solicitation was employed in offering the securities.  The
offerings and sales were made to a limited number of persons, all
of whom were accredited investors, and transfer was restricted by
the Company in accordance with the requirements of the Securities
Act.

                       About Drinks Americas

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

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

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

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


DRYSHIPS INC: Reports $36.3 Million Net Income in 3rd Quarter
-------------------------------------------------------------
Dryships Inc. reported net income of $36.32 million on $318.05
million of revenue for the three months ended Sept. 30, 2011,
compared with net income of $57.65 million on $225.52 million of
revenue for the same period during the prior year.

The Company also reported a net loss of $49.48 million on $749.48
million of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $90.39 million on $643.92 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.68
billion in total assets, $4.72 billion in total liabilities and
$3.96 billion in total equity.

George Economou, Chairman and Chief Executive Officer of the
Company commented:

"The third quarter of 2011 was a significant period for our
offshore drilling unit because it marked the successful completion
of our drillship newbuilding program.  Since we acquired Ocean Rig
we successfully arranged financing, took delivery and entered into
contracts with major oil companies for our four 6th generation
ultra deepwater drillships.  The outlook for the ultra deepwater
drilling industry is bright, and we feel this segment is well
positioned to capitalize on positive industry fundamentals."

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

                        http://is.gd/pfHcOD

                        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.


DRYSHIPS INC: Incurs $49.4MM Loss for 9-Months Ended Sept. 30
-------------------------------------------------------------
Dryships Inc. reported a net loss of US$49.48 million on US$749.48
million of revenue for the nine months ended Sept. 30, 2011,
compared with net income of US$90.39 million on US$643.92 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
US$8.68 million in total assets, US$4.72 million in total
liabilities and US$3.96 million in total stockholders' equity.

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

                        http://is.gd/HUN1Dj

                        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.


DUTCH GOLD: Amends 2009 and 2008 Annual Reports Due to Errors
-------------------------------------------------------------
Dutch Gold Resources, Inc., has restated its consolidated
financial statements as at Dec. 31, 2009, and Dec. 31, 2008, due
to a change in assessing Warrant liability and certain errors in
processing transactions resulting in expenses being recorded for
the incorrect value and the reclassification of the statement of
operations to properly reflect expenses by function.  Accordingly,
the Company's financial statements for the period ended Dec. 31,
2009, and Dec. 31, 2008, have been restated to correct for these
errors and are included in the accompanying consolidated financial
statements.

The restated statement of operations reflects a net loss of
$11.33 million on $0 of sales for the year ended Dec. 31, 2009,
compared with a net loss of $4.60 million on $628,669 of sales
during the prior year.

The restated balance sheet at Dec. 31, 2009, showed $1.24 million
in total assets, $8.05 million in total liabilities and a
$6.81 million total stockholders' deficit.

A full-text copy of the amended Annual Report is available for
free at http://is.gd/fKw3Wc

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

The Company's balance sheet at June 30, 2011, showed $3.41 million
in total assets, $7.08 million in total liabilities, and a
$3.67 million total stockholders' deficit.

As of June 30, 2011, the Company had cash on hand of $21,425,
investments available for sale of $366,645, a working capital
deficit of approximately $5.2 million and has incurred a loss from
operations for the six months ended June 30, 2011.

The Company reported a net loss of $3.70 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$11.33 million on $0 of revenue during the prior year.

As reported, Hancock Askew & Co., LLP, in Atlanta, Georgia,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has limited
liquidity and has incurred recurring losses from operations.


DYNEGY INC: Has Contentious First Day in Bankruptcy Court
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
slashed the amount of money Dynegy Inc.'s holding company can
immediately lend to four subsidiaries to keep the entities running
during bankruptcy, in light of serious questions raised in court
by Dynegy bondholders.

                      About Dynegy Inc.

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

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
listed $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: SDA Mulling if Bankruptcy Filing Will Trigger CDS
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a financial-
derivatives industry group was asked Tuesday to rule whether
Dynegy Holdings LLC's filing for bankruptcy protection will
trigger credit default swaps, or CDS, designed to protect debt
holders against losses.

                      About Dynegy Inc.

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

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
listed $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


EASTMAN KODAK: Legg Mason Dumps All Shares
------------------------------------------
Dana Mattioli, writing for The Wall Street Journal, reports that
Eastman Kodak Co.'s once largest shareholder, Legg Mason Capital
Management, has sold the last of its Kodak holdings, another sign
of waning investor confidence in the company.  WSJ relates Legg
Mason sold some 11 million Kodak shares in the third quarter and
the remaining 7.9 million shares last month. Earlier this year, it
owned 32 million shares.

WSJ notes Legg Mason has dramatically lessened its position in
Kodak over the last year, as the company struggled to generate the
cash needed to fund its turnaround attempt.  Kodak's shares have
lost more than three-quarters of their value since the year began.

WSJ also relates that during the first quarter of the year, a fund
managed by Bill Miller, Legg Mason Capital Management Value Trust,
sold 18.2 million Kodak shares at $3.89 each on average.  When Mr.
Miller started buying the stock, its price topped $50.

                        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.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak has hired Jones as legal adviser
and investment bank Lazard Ltd., but denied rumors it is filing
for bankruptcy.   It also has enlisted FTI Consulting Inc.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *    *     *

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.

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


EMISPHERE TECHNOLOGIES: Incurs $17.6 Million Q3 Net Loss
--------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $17.60 million on $0 of net sales for the three months
ended Sept. 30, 2011, compared with net income of $10.08 million
on $4,000 of net sales for the same period during the prior year.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.

The Company also reported a net loss of $4.76 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $38.75 million on $55,000 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $6.47
million in total assets, $90.91 million in total liabilities, and
a $84.43 million total stockholders' deficit.

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

                        http://is.gd/B8pKJf

                     About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

As reported by the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in New York, noted that the Company has experienced recurring
operating losses, has limited capital resources and has
significant future commitments that raise substantial doubt about
its ability to continue as a going concern.


ENER1 INC: CEO C. Cowger and CFO J. Seidel Resign From Posts
------------------------------------------------------------
Christopher Cowger resigned from his position as Chief Executive
Officer of Ener1, Inc., and as Chief Executive of the Company's
EnerDel, Inc., subsidiary.  Mr. Cowger will remain a full time
employee of the Company until Nov. 13, 2011.  Mr. Cowger also
resigned as a member of the Board of Directors of the Company.  In
connection with Mr. Cowger's resignation from the Board of
Directors, there were no disagreements between Mr. Cowger and the
Company regarding any matter relating to the Company's operations,
policies or practices.

On Nov. 1, 2011, Jeffrey Seidel resigned from his position as
Chief Financial Officer of the Company.  Mr. Seidel will remain a
full time employee of the Company until Nov. 13, 2011.

On Nov. 4, 2011, the Board of Directors of the Company appointed
Alex Sorokin, age 55, as Interim Chief Executive Officer of the
Company.  Since September 2011, Mr. Sorokin has provided business
strategy and financial consulting services to the Company as
Sorokin & Associates, LLC, a company that Mr. Sorokin is in the
process of forming.

On Sept. 29, 2011, the Company engaged Mr. Sorokin to provide
certain consulting services via an Engagement Letter with Sorokin
& Associates, a company that Mr. Sorokin is in the process of
forming.  Mr. Sorokin will be the sole member of Sorokin &
Associates, once formed.  Under the Sorokin Engagement Letter, Mr.
Sorokin provided financial and strategic advice to the Company at
an hourly rate of $500 per hour.  To date, the Company has paid to
Sorokin & Associates $60,000 for consulting fees and expenses and
expects to pay Sorokin & Associates another approximately $60,000
for services already rendered.  In addition, the Company paid to
Sorokin & Associates a $35,000 retainer fee, which will be
returned to the Company upon payment in full of all outstanding
invoices at the completion of the engagement.  Mr. Sorokin owns
all of the interests in Sorokin & Associates, including all money
collected under the Sorokin Engagement Letter.  As of the date
that Mr. Sorokin was named Interim CEO of the Company, the Sorokin
Engagement Letter was terminated and Sorokin & Associates ceased
to provide further consulting services to the Company.

The Company believes that Mr. Sorokin is qualified to serve as
Interim Chief Executive Officer based on his extensive business
background.  There are no arrangements or understandings between
Mr. Sorokin and any other person pursuant to which he was selected
as an executive officer.

On Nov. 3, 2011, the Company promoted Nicholas Brunero, age 33, to
the position of Interim President and General Counsel.  Mr.
Brunero served as Vice President, General Counsel and Corporate
Secretary of the Company and as a member of the Company's
Intellectual Property Committee since January 2010, and was
previously the Company's Vice President and Deputy General Counsel
from March 2008 to December 2009.  From 2003 to 2008, Mr. Brunero
was an attorney at the law firm of Duval & Stachenfeld LLP in New
York.  Mr. Brunero received his Bachelor of Arts degree from Bates
College and his Juris Doctorate degree from Brooklyn Law School.

Mr. Brunero's annual base salary as Interim President and General
Counsel will be $375,000, which will be redetermined annually by
the Company's Chief Executive Officer or Compensation Committee.

On Nov. 4, 2011, the Board of Directors of the Company appointed
Dale E. Parker, age 60, as Interim Chief Financial Officer of the
Company.  Mr. Parker served as the Chief Financial Office and Vice
President of Finance for Neenah Industries Inc., an industrial
casting manufacturing company, from February 2010 to August 2010.

Mr. Parker's annual base salary as Interim Chief Financial Officer
will be $375,000.  Mr. Parker is eligible to participate in
employee benefit and incentive-based compensation plans offered by
the Company, including cash bonus or equity-based award plans.

On Nov. 5, 2011, Mr. Cowger entered into a Separation Agreement
and General Release with the Company, effective Nov. 1, 2011, in
connection with his resignation from the Company.  Under the
Cowger Separation Agreement, the Company will cause EnerDel to
retain Mr. Cowger as a consultant to provide assistance to EnerDel
during a transition period.  Mr. Cowger and the Company agreed to
mutual releases relating to Mr. Cowger's employment. In addition,
Mr. Cowger agreed to restrictive covenants regarding non-
disparagement of the Company and protection of confidential
information.

On Nov. 6, 2011, Mr. Seidel entered into a Separation Agreement
and General Release with the Company, effective Nov. 1, 2011, in
connection with his resignation from the Company.

On Nov. 6, 2011, Mr. Seidel entered into a Consulting Agreement
with EnerDel.  Under the Seidel Consulting Agreement, Mr. Seidel
has agreed to provide consulting services as requested by EnerDel
for a period of six months, commencing on Nov. 14, 2011, unless
the agreement is earlier terminated.

                            About Ener1

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

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

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

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


ENTERCOM COMMUNICATIONS: Moody's Assigns B2 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
("CFR") and a B2 Probability of Default Rating ("PDR") to Entercom
Communications Corp. ("Entercom"). Moody's also assigned Ba3, LGD2
-- 27% ratings to the company's proposed $50 Million 1st Lien
Senior Secured Revolver and $345 Million 1st Lien Senior Secured
Term Loan B and assigned a Caa1, LGD5 -- 82% rating to the $250
Million Senior Unsecured Notes. The new debt issuances will be
used to refinance the existing unrated revolver and term loan A
which mature in June 2012. In addition, Moody's assigned a
Speculative Grade Liquidity (SGL) Rating of SGL-2 and the rating
outlook is stable.

Assignments:

   Issuer: Entercom Communications Corp.

   -- Corporate Family Rating: Assigned B2

   -- Probability of Default Rating: Assigned B2

   -- New $50 Million First Lien Senior Secured Revolver ?
      Assigned Ba3, LGD2 -- 27%

   -- New $345 Million First Lien Senior Secured Term Loan B ?
      Assigned Ba3, LGD2 -- 27%

   -- New $250 Million Senior Unsecured Notes -- Assigned Caa1,
      LGD5 -- 82%

   -- Speculative Grade Liquidity Rating: Assigned SGL -- 2

Outlook Actions:

   Issuer: Entercom Communications Corp.

   -- Outlook is Stable.

RATINGS RATIONALE

The B2 corporate family rating reflects Entercom's high debt-to-
EBITDA leverage of 6.3x as of September 30, 2011 (including
Moody's standard adjustments) which Moody's believes will improve
to less than 5.5x by year end 2012 assuming benefits from cost
initiatives are realized, market weakness in San Francisco
stabilizes, and management resolves performance issues in Boston.
Ratings also reflect media fragmentation and the cyclical nature
of radio advertising demand evidenced by the revenue declines
suffered by radio broadcasters during the recent recession.
Ratings are supported by the company's geographic diversity and
good EBITDA margins. Moody's expects Entercom to generate more
than $40 million to $45 million of annual free cash flow, or 6% to
7% of debt balances, despite higher interest rates on new credit
facilities and the proposed notes reflecting the benefits of the
company's well-clustered radio station portfolio focused on top 50
markets and the recently completed migration to simulcasting of AM
stations on FM signals in key markets. Core revenues are expected
to grow in the low single digits through 2012 and contribute to
increasing free cash flow and continued debt reduction resulting
in improved credit metrics. Management confirms its strategy to
reduce debt balances targeting reported debt-to- EBITDA ratios of
4.0x to 4.5x (approximately 4.4x to 4.9x including Moody's
standard adjustments) and has a good track record for paying down
debt balances consistently since 2007. Moody's notes the company
reduced funded debt balances to $606 million as of 3Q2011 from
$974 million at FYE 2007. Post-refinancing of existing credit
facilities, liquidity is enhanced with the nearest significant
maturity pushed out five years to the end of 2016. Ratings also
incorporate event risk related to debt financed acquisitions or
reinstatement of dividend payouts when leverage falls within
management's target range. Prior to the recession, Entercom had
funded significant share repurchases and dividends totaling
approximately $610 million from 2004 through 2008 compared to
operating cash flow of roughly $590 million over the same period.

The stable outlook reflects Moody's view that revenue
deterioration in San Francisco and Boston will stabilize and that
EBITDA will track management's plan including initiatives to
reduce costs. The outlook also incorporates Moody's expectation
that Entercom will maintain good liquidity and apply free cash
flow to reduce debt balances resulting in debt-to-EBITDA leverage
remaining below initial levels with free cash flow-to debt ratios
of more than 6% in the near term. Financial metrics are expected
to improve thereafter, consistent with management's leverage
target.

The B2 CFR incorporates Moody's expectations that debt-to-EBITDA
ratios will be reduced below 6.0x (including Moody's standard
adjustments) in the near term through debt reduction from free
cash flow and stated cost initiatives. Accordingly, ratings could
be downgraded if debt-to-EBITDA ratios are sustained above current
levels due to the inability to realize planned cost reductions,
continued underperformance in key markets including San Francisco
or Boston, an economic downturn, or audience and advertising
revenue migration to competing media platforms. Ratings could also
be downgraded if leveraging events such as debt financed
acquisitions, or reinstatement of share repurchases or dividends
results in debt-to-EBITDA ratios being sustained above current
levels or erosion in EBITDA cushion to financial covenants.
Ratings could be upgraded if debt-to-EBITDA ratios are sustained
below 5.0x (including Moody's standard adjustments) with good
liquidity including mid single-digit free cash flow-to-debt
ratios. Moody's would also need to have assurances from management
that financial policies including dividend payouts and share
repurchases would be consistent with the higher rating.

The principal methodology used in rating Entercom Communications
was the Global Broadcast Industry Methodology published in June
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.

Entercom Communications Corp. is headquartered in Bala Cynwyd, PA
and is one of the five largest radio broadcasting companies based
on revenues or number of stations. The company was founded in 1968
by Joseph M. Field, Chairman, and is focused primarily on radio
broadcasting with more than 100 radio stations in 23 large and
mid-sized markets ranked #4 to #97 including San Francisco,
Boston, Seattle, and Denver. Revenues for the 12 months ended
September 30, 2011 totaled approximately $390 million. Entercom is
publicly traded with Joseph M. Field (Chairman) and David J. Field
(President /CEO and son of the Chairman) owning approximately
34.2% combined economic interest in the company with roughly 76.3%
voting power. Remaining shares are widely held.


ENTERCOM COMMUNICATIONS: S&P Assigns Prelim. 'B+' Corp. Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B+'
corporate credit rating to Entercom Communications Corp. and its
subsidiary, Entercom Radio LLC. The rating outlook is stable.

"At the same time, we assigned Entercom Radio's $395 million
senior secured credit facilities a preliminary issue-level rating
of 'BB-', with a preliminary recovery rating of '2', indicating
our expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default," S&P related.

"We also assigned Entercom Radio's $250 million senior unsecured
notes an issue-level rating of preliminary 'B-', with a
preliminary recovery rating of '6', indicating our expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default," S&P said.

The first-lien credit facilities consist of a $50 million
revolving credit facility due 2016 and a $345 million term loan B
due 2018. The issuer plans to use the proceeds to repay its
existing debt.

"Our rating on Entercom reflects the company's highly leveraged
financial risk profile, characterized by lease-adjusted leverage
of 6.4x following the transaction," said Standard & Poor's credit
analyst Jeanne Shoesmith. "Entercom's business risk profile is
fair, in our view, because of the company's healthy EBITDA margin
and discretionary cash flow generation. Although we expect radio
advertising to remain weak in the current difficult economy, the
company should be able to achieve higher EBITDA in 2012, largely
because of higher political advertising revenue and cost cuts
taken in the second half of 2011. We see the potential for weak
industry fundamentals to result in revenue erosion over the
intermediate to long term, which could jeopardize covenant
compliance unless the company prioritizes debt repayment."


EPICEPT CORP: Incurs $5.4 Million Third Quarter Net Loss
--------------------------------------------------------
EpiCept Corporation reported a net loss of $5.39 million on
$275,000 of total net revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $3.16 million on
$257,000 of total net revenues for the same period a year ago.

The Company also reported a net loss of $12.20 million on $737,000
of total net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $12.56 million on $703,000 of total
net revenues for the same period during the prior year.

The Company reported a net loss of $15.54 million on $994,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $38.81 million on $414,000 of revenue during the prior year.

The Company's selected balance sheet data at Sept. 30, 2011,
showed $12.19 million in total assets, $4.30 million in accounts
payable and other accrued liabilities and a $14.25 million total
stockholders' deficit.

"During the third quarter of 2011, our R&D efforts were
increasingly focused on regulatory matters regarding AmiKet and
Ceplene," stated Jack Talley, president and chief executive
officer of EpiCept.  "Following the receipt in June of the U.S.
Food and Drug Administration's initial comments on our proposed
Special Protocol Assessment (SPA) for Ceplene, in September we
reported on the outcome of the meeting the Company held with the
FDA to better understand the Agency's position regarding the data
required to re-file a new drug application.  We also drafted a
proposed Phase III program intended to result in an NDA for
AmiKet, and requested a meeting with the FDA to review our plans
in light of our desire to obtain an SPA for AmiKet.  We have
become more excited and confident about the investment and time
required to exploit the opportunity AmiKet presents as an
effective treatment for pain associated with peripheral
neuropathies, a condition affecting millions of patients where no
effective therapy currently exists.  We also continue to have
concerns about the feasibility, cost and likelihood of success
with the FDA regarding Ceplene as a therapy for remission
maintenance in AML patients.  We are critically reviewing both
programs and, in light of all the available information, will
determine soon which program should be pursued as our lead
opportunity."

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

                        http://is.gd/SN1JfN

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.


ERNIE HAIRE: Court Dismisses Fraudulent Transfer Suit
-----------------------------------------------------
William M. Roberts as Liquidating Agent for Ernie Haire Ford,
Inc., v. Gregory Balasco, et al., Adv. Proc. No. 8:10-ap-00512-MGW
(Bankr. M.D. Fla.), was brought by William Roberts as the
liquidating agent appointed pursuant to the terms of a confirmed
plan of reorganization, to avoid numerous fraudulent transfers of
the Debtor's used vehicle inventory that were allegedly
consummated through the operation of various kickback schemes and
to recover the proceeds generated by the perpetration of the
alleged kickback schemes.  Defendants Automotive Fleet
Enterprises, Inc., and Eide Motors, Inc., moved to dismiss the
action, arguing, in part, that the Plaintiff has improperly joined
all 42 of the named defendants in a single action, and that
Plaintiff has failed to satisfy the pleading requirements of his
claims for relief.  In a Nov. 2, 2011 Order, available at
http://is.gd/1gGRaufrom Leagle.com, Bankruptcy Judge Michael G.
Williamson agrees with AFE and Eide that the defendants have been
improperly joined and that Plaintiff has failed to comply with the
particularity requirement of Rule 9(b) of the Federal Rules of
Civil Procedure.  Accordingly, the Court granted the motion to
dismiss the amended complaint without prejudice.

Headquartered in Tampa, Florida, Ernie Haire Ford, Inc. --
http://ernie-haireford.dealerconnection.com-- has been a Ford
dealer for about 38 years.  The Company also sells used and new
automobiles.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 08-18672) on Nov. 24, 2008.  Attorneys at G. T. Hodges, P.A.,
represented the Debtor in its restructuring effort.  When the
Debtor filed for protection from its creditors, it listed assets
and debts of $10 million to $50 million each.

Elder Automotive Group won the right to acquire the Company in an
auction in August 2009.  Elder Automotive paid $6.5 million for
Ernie Haire, including a $3.5 million payment to the bankruptcy
estate.


FILENE'S BASEMENT: Committee Has Vornado, Zabar, Rabina, Rosenthal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC have
an official creditors' committee with five members.  Real-estate
owners Vornado Realty Trust and Rabina Properties LLC are on the
committee along with lender Rosenthal & Rosenthal.  Saul and
Stanley Zabar sit on the panel together with apparel maker PVH
Corp.

Mr. Rochelle notes that the stock market is still flashing a
signal that Syms and Filene's will be a solvent liquidation,
meaning creditors should be paid in full, with cash left over for
stockholders.  The day before the Chapter 11 filing, the stock
closed at $7.67.  After bankruptcy, the price rose 33 percent to
close at $10.17 on Nov. 3.  On Nov. 9, the stock closed at $8.79,
down 41 cents a share on the Nasdaq Stock Market.

The companies arranged a Nov. 15 hearing to approve the hiring
liquidators to run going-out-of-business sales at all locations.
The 15 company-owned stores will be sold separately.

                      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.


FILENE'S BASEMENT: Meeting to Form Equity Committee on Nov. 14
--------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on Nov. 14, 2011, at 11:30 a.m. in the
bankruptcy cases of Filene's Basement LLC, et al.  The sole
purpose of the meeting will be to form the Official Committee of
Equity Security Holders in the Debtors' cases.

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that the apparent willingness of the U.S. Trustee to name
a shareholder committee is unusual, noting that federal bankruptcy
officials generally resist pleas for official committees
representing equity stakeholders on the grounds the money is
better spent elsewhere.

DBR relates David Pollack, Esq., a bankruptcy lawyer from
Philadelphia who is a fixture in big Chapter 11 cases in which big
commercial landlords have millions on the line, calls Syms's case
"unusual".

Syms owns real estate that it says is sufficiently valuable to
offer hope to shareholders.  Filene?s Basement has a lot of leases
on big stores with lots of life left, said Mr. Pollack.  That
could mean big lease rejection damages for Filene?s Basement
landlords once the holiday liquidation frenzy is over.  Landlords
nailed down most of the seats on the official committee of
unsecured creditors in the case.

DBR did not say if Mr. Pollack is involved in the case.  Mr.
Pollack may be reached at:

          David Pollack, Esq.
          BALLARD SPAHR LLP
          1735 Market Street, 51st Floor
          Philadelphia, PA 19103-7599
          Tel: 215-864-8325
          Fax: 215-864-9473
          E-mail: pollackballardspahr.com

According to DBR, much will depend, however, on whether the
landlords negotiated guarantees with Syms when lease deals were
inked.  Some did and some didn?t.  Those that failed to get Syms
to underwrite the Filene?s lease could find shareholders ahead of
them in the line to be paid if the case proceeds as it started
out, with Syms and the owned real estate in one basket and
Filene?s Basement and the leases in another.

DBR notes shareholders are counting on a payout from the
bankruptcy.  DBR relates Mr. Pollack said Thursday it?s too early
to tell if the shareholders? gamble on Syms will pay off.

DBR says Syms shares jumped to about $10 per share briefly after
the bankruptcy filing and have settled down to about $9 per share
-- higher than they were at this time last year.

                     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 is now formally named 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.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.


FILENE'S BASEMENT: Syms Shareholders Want Cases Treated Separately
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that shareholders of Syms Corp. and its Filene's Basement
LLC subsidiary are pushing for separate treatment for the two
discount retailers and their piles of financial troubles.
According to DBR, long-time shareholder Esopus Creek Advisors LLC
is "very concerned about the separateness of Filene's entities
from Syms," Esopus attorney Thomas B. Walper told a judge Friday
at the first hearing in the bankruptcy of Syms and Filene's.  He
may be reached at:

          Thomas B. Walper. Esq.
          MUNGER TOLLES & OLSON LLP
          355 South Grand Avenue, 35th Floor
          Los Angeles, CA
          Tel: 213-683-9293
          Fax: 213-683-5193
          E-mail: thomas.walper@mto.com

DBR relates Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, attorney for the retailer, said Syms owns the real
estate that is offering hope of a recovery to shareholders.
Filene's is stuck with the leases, and a $39 million debt to Syms,
funds the parent advanced after buying it out of bankruptcy.  Syms
has guaranteed some, but not all, of Filene's debts.

According to DBR, Syms shareholders appear to be maneuvering to
keep a lid on claims by Filene's landlords on the cash that will
be collected as the two companies liquidate.  They're also asking
that spending in the case be tracked separately, so Syms won't be
carrying any more of Filene's liabilities.

DBR also reports that Syms on Friday won court permission to
continue using its cash as it moves toward going-out-of-business
sales.  Bank of America is the sole secured creditor, owed $31
million.

                     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(Bankr. D. Del. Case No. 09-11525) 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.  The Debtor was formally renamed
to FB Liquidating Estate, following the sale of all of its assets
to Syms Corp. in June 2009.

Syms Corp., and its Filene's Basement affiliate, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on
Nov. 2, 2011, in Wilmington, Delaware bankruptcy court to wind
down operations.  Syms will sell inventory and real estate and
shut down.

The liquidation of stores is expected to run through approximately
January 2012.  Syms and Filene's Basement 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: Incurs $9.8 Million Net Loss in Third Quarter
---------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting 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 a year ago.

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 Sept. 30, 2011, showed $36.54
billion in total assets, $32.94 billion in total liabilities,
$45.90 million in redeemable noncontrolling interest and $3.55
billion in total equity.

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

                        http://is.gd/R0wytz

                         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'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.


FIRST FEDERAL: Files Form 10-Q, Incurs $2-Mil. Q3 Net Loss
----------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $2.03 million on $5.66 million of
total interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $5.36 million on $7.01 million of
total interest income for the same period a year ago.

The Company also reported a net loss of $5.76 million on
$17.74 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $3.81 million on
$23.15 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $601.32
million in total assets, $519.19 million in total liabilities and
$82.13 million in total stockholders' equity.

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

                        http://is.gd/upvwR4

             About First Federal Bancshares of Arkansas

Harrison, Arkansas-based First Federal Bancshares of Arkansas,
Inc. (NASDAQ: FFBH) -- http://www.ffbh.com/-- is a unitary
savings and loan holding company for First Federal Bank.  The Bank
is a community bank serving consumers and businesses in
Northcentral and Northwest Arkansas with a full range of checking,
savings, investment, and loan products and services.  The Bank,
founded in 1934, conducts business from 18 full-service branch
locations, one stand-alone loan production office, and 29 ATMs
located in Northcentral and Northwest Arkansas.

The Company's balance sheet at June 30, 2011, showed
$616.3 million in total assets, $533.2 million in total
liabilities, and stockholders' equity of $83.1 million.

As reported in the TCR on March 22, 2011, BKD, LLP, in Little
Rock, Arkansas, expressed substantial doubt about First Federal
Bancshares of Arkansas' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.


FIRST MARINER: Incurs $7.9 Million Net Loss in 3rd Quarter
----------------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $7.96 million on $11.67 million of total interest income for
the three months ended Sept. 30, 2011, compared with a net loss of
$4.60 million on $13.78 million of total interest income for the
same period during the prior year.

The Company also reported a net loss of $26.27 million on
$35.51 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $12.70 million on
$41.47 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.19 billion in total assets, $1.21 billion in total liabilities
and a $21.57 million total stockholders' deficit.

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

                        http://is.gd/Ttb4G6

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp'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 has a limited capital
base.

                        Bankruptcy Warning

As of June 30, 2011, First Mariner Bank's and the Company's
capital levels were not sufficient to achieve compliance with the
higher capital requirements they were required to meet by June 30,
2010.  The failure to maintain these capital requirements could
result in further action by their regulators.

On Sept. 18, 2009, the Bank entered into an Agreement with the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Regulation for the state of Maryland, pursuant to which
it consented to the entry of an Order to Cease and Desist, which
directs the Bank to (i) increase its capitalization, (ii) improve
earnings, (iii) reduce nonperforming loans, (iv) strengthen
management policies and practices, and (v) reduce reliance on
noncore funding.  The September Order required the Bank to adopt a
plan to achieve and maintain a Tier I leverage capital ratio of at
least 7.5% and a total risk-based capital ratio of at least 11% by
June 30, 2010.  We did not meet the requirements at June 30, 2010,
December 31, 2010, or June 30, 2011.  The failure to achieve these
capital requirements could result in further action by its
regulators.

First Mariner currently does not have any capital available to
invest in the Bank and any further increases to the Company's
allowance for loan losses and operating losses would negatively
impact the Company's capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
if the Company's revised capital plan is not approved or if the
Company is not granted a waiver of those requirements, the FDIC
and the Commissioner could take additional enforcement action
against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct the Company to seek a merger partner
or possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, the Company does not
believe that there would be assets available to holders of the
capital stock of the Company.


FIRST STREET: Files Schedules of Assets and Liabilities
-------------------------------------------------------
First Street Holdings NV, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of California its schedules of
assets and liabilities.

First Street Holdings NV, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                         $0
B. Personal Property            $81,962,460
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $80,000,000
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $409,199
                                -----------      -----------
       TOTAL                    $81,962,460      $80,409,199

A copy of the schedules is available for free at:

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

                        About First Street

First Street Holdings NV, LLC, filed for Chapter 11 bankruptcy
(Bankr. N.D. Calif. Case No. 11-49300) on Aug. 30, 2011, before
Judge Roger L. Efremsky.  Iain A. Macdonald, Esq., at MacDonald
and Associates serves as the Debtor's bankruptcy counsel.


FONAR CORP: Belies Reports on Call or Redemption of Any Shares
--------------------------------------------------------------
FONAR Corporation said that any reports of a call or redemption of
any shares of any class of FONAR's securities, including its
common stock cusip no. 344437405, are false.  FONAR and its
transfer agent have received inquiries or reports from third
parties concerning a call of its stock.  FONAR's stock is not
callable and there is no call being considered by FONAR.  FONAR
does not know where this erroneous information originated.

                            About FONAR

FONAR was incorporated in 1978, making it the first, oldest and
most experienced MRI company in the industry.  FONAR introduced
the world's first commercial MRI in 1980, and went public in 1981.
Since its inception, nearly 300 recumbent-OPEN MRIs and 150
UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been
installed.  FONAR's stellar product line includes the Upright(TM)
MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI
that performs Position(TM) imaging (pMRI(TM)) and scans patients
in numerous weight-bearing positions, i.e. standing, sitting, in
flexion and extension, as well as the conventional lie-down
position.

The Company reported net income of $3.31 million on $33.13 million
of total revenues for the fiscal year ended June 30, 2011,
compared with a net loss of $3.01 million on $31.81 million of
total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$31.58 million in total assets, $25.71 million in total
liabilities, and $5.86 million in total stockholders' equity.

Marcum, LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has negative working capital at
June 30, 2011, and is dependent on asset sales to fund its
operations.


FRONTIER AIRLINES: Parent Close to Hiring Fin'l Advisors for Sale
-----------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that
Bryan Bedford, CEO at regional carrier Republic Airways Holdings
Inc., said this week Republic will sell or spin off its money-
losing Frontier Airlines operation and return to Republic's
original, and still profitable, business of providing feeder
flights for major airlines.  Since acquiring Frontier in 2009,
Republic has lost money four of eight quarters.  Mr. Bedford said
shareholders have advised him, "If it's not working, don't let it
drag down the whole company."

WSJ notes Mr. Bedford is close to hiring financial advisors to
peddle Frontier.

Republic acquired and combined two mainline carriers, Midwest
Airlines of Milwaukee, Minn., and Frontier Airlines of Denver,
Colo., in a $1.1 billion bet to diversify its business.

Republic was a creditor in Frontier's 2008 bankruptcy case after
Frontier in Chapter 11 rejected a contract under which Republic
operated regional jets for Frontier.  Republic later agreed to be
the equity sponsor of Frontier's reorganization plan.

According to WSJ, earlier this year, Mr. Bedford negotiated with
Frontier pilots and nonunion employees, aircraft lessors,
suppliers and distribution partners for givebacks.  Now
essentially complete, the overhaul will produce $120 million in
savings and set up Frontier to excel in the "ultra low-cost"
airline niche, he said.

WSJ also reports Jim Parker, an airline analyst for Raymond James
& Associates, said he doesn't think a buyer will emerge for
Frontier, in part because it is being squeezed in Denver by two
airlines with deeper pockets.  It has slipped to No. 3 in that
market behind United Continental Holdings Inc. and Southwest.

                      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, paying $109 million and assuming about
$1 billion of debt and aircraft-lease obligations.

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.


FUSION TELECOMMUNICATIONS: No Funds to Repay $190,000 to Issuer
---------------------------------------------------------------
The landlord over premises leased by Fusion Telecommunications
International, Inc., exercised its right under the lease to draw
down the full amount of a letter of credit in the amount of
$428,000 that the Company had posted as security under the terms
of the lease.  The letter of credit was issued for the benefit of
the Company by an unaffiliated lending institution and the Company
had partially collateralized the letter of credit in the
approximate amount of $238,000 by depositing this amount as
restricted cash in a money market account with the lending
institution.  The Company currently does not have funds available
to repay the issuer of the letter of credit for the difference
between the full amount of the letter of credit and the amount of
the collateral, which difference is approximately $190,000.  While
the Company's failure to make this payment constitutes an event of
default under the terms of the letter of credit, the Company has
not received a default notice from the lending institution.

Although the lending institution has indicated its willingness to
negotiate a payment arrangement on terms that are acceptable to
the Company and has not taken any action against the Company at
this time, there can be no assurance that the Company will be
successful in negotiating acceptable payment terms with the
lending institution or that the lending institution will not
declare the Company in default of the letter of credit agreement
in the future.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company's balance sheet at June 30, 2011, showed $4.81 million
in total assets, $14.33 million in total liabilities, and a
$9.52 million total stockholders' deficit.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.


GAMETECH INT'L: Inks Pact to Sell Corporate Headquarters
--------------------------------------------------------
GameTech International, Inc., on Nov. 2, 2011, entered into a
Purchase and Sale Agreement and Joint Escrow Instructions to sell
certain real property and improvements and certain other assets to
a prospective purchaser.

The property to be sold pursuant to the Agreement consists of the
Company's corporate headquarters in Reno, Nevada, which includes
approximately 4.9 acres of land and an industrial facility
consisting of approximately 115,000 square feet, and certain other
assets related to the property.  The Agreement also contemplates
that the Company would lease a significant portion of the Property
from the Prospective Purchaser, for a period of approximately
sixteen months, if the transaction is consummated.

The Agreement provides that the Prospective Purchaser's obligation
to purchase remains subject to customary inspections and other due
diligence efforts, and also provides that the Prospective
Purchaser may terminate the Agreement in its sole discretion at
any time prior to the expiration of the due diligence period.  If
the Prospective Purchaser elects to proceed with the transaction,
the Prospective Purchaser will place a nonrefundable deposit into
escrow on or around Dec. 16, 2011.  The Company intends to
disclose the name of the Prospective  Purchaser and proposed
purchase price if, and when, the purchaser elects to place the
non-refundable deposit into escrow and the due diligence period
expires.

                     About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.


GARDENS OF GRAPEVINE: Court Schedules Dec. 6 Confirmation Hearing
-----------------------------------------------------------------
On Oct. 18, 2011, the U.S. Bankruptcy Court for the Northern
District of Texas approved the First Amended Joint Disclosure
Statement for the First Amended Joint Plan of Reorganization of
The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine GP, LLC.

Rafael Palmeiro and his wife have committed to fund the amount
necessary under the Plan to pay all Allowed Administrative Claims
in an amount not to exceed $250,000.  Additionally, the Palmeiros
have agreed to contribute up to $2.5 million from the sale of
their house in Pebble Beach, California to fund interest payments
on Secured Claims as required under the Plan.  Rafael Palmeiro is
the sole member of the Gardens of Grapevine GP, LLC, the general
partner of the Gardens of Grapevine Development, L.P.

The Plan provides for the sale or development of the property.
The Debtors have engaged the service of Parkway Realtors, Inc., a
reputable real estate brokerage firm, to market the property.  To
date they have produced a contract for the sale of approximately
17 acres of land to Lincoln Property Company for approximately
$6,900,000 which sale was approved by an order entered by the
Bankruptcy Court on July 5, 2011.  The sale is anticipated to
close on or before February of 2012 with construction to begin
shortly thereafter.

LPC has also optioned another 17 acres for similar use and at a
comparable price.  The second sale on the optioned acreage is
anticipated to close on or before the first quarter of 2014.

A copy of the First Amended DS is available for free at:

      http://bankrupt.com/misc/gardensofgrapevine.dkt56.pdf

The hearing to consider confirmation of the Plan will begin at
9:30 a.m. on Dec. 6, 2011.  Any creditor or party in interest
desiring to object to the Plan must do so pursuant to a written
objection which must be filed with the Clerk of the Court no later
than 5:00 p.m. on Nov. 18, 2011.

The First Amended Disclosure Statement added Class 8: Unsecured
Claims of Loy Lowary and Lowary Holdings, LLC, in the agreed
Allowed amount of $2,906,951 which is an agreed reduction from the
filed proof of claim in the amount of $5,585,917.91.

The Allowed Class 8 Claim will be paid (a) in full by the GOG
Reorganized Debtor only as cash may become available after payment
in full of all Allowed administrative and Priority Claims and
Claims in Classes 6 and 7 in accordance with the terms of the
Plan, and (b) on a pari passu basis with payment of the first
$2,906,951.37 of the 50% of the Allowed Class 9 Claim representing
the community property interest of Rafael Palmeiro as set forth in
the Plan, with the remainder of Rafael Palmeiro's Class 9 claim
subordinated to the Class 8 Lowary Claim.

Unsecured Claims of the Palmeiros, formerly classified in Class 8
under the original plan, was moved to Class 9.

As reported in the TCR on Oct. 17, 2011, the Debtors filed with
the Bankruptcy Court a Chapter 11 plan of reorganization and an
explanatory disclosure statement.

                   About Gardens of Grapevine

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

GOG is a Texas limited partnership.  It currently owns
approximately 192 acres of underveloped land in Tarrant and Dallwa
Counties in Texas.

Parkway Realtors, Inc., is the company's real estate broker.
Wright Ginsberg Brusilow P.C. acts as the company's counsel.

The Gardens of Grapevine Development, GP, LLC, the general partner
of The Gardens of Grapevine development, L.P., filed a separate
petition (Bankr. N.D. Texas Case No. 11-43261) on June 6, 2011.


GELTECH SOLUTIONS: Incurs $1.4 Million Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
GelTech Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.46 million on $178,402 of sales for the three
months ended Sept. 30, 2011, compared with a net loss of $997,147
on $28,557 of sales for the same period a year ago.

The Company reported a net loss of $6.02 million on $221,804 of
sales for the fiscal year ended June 30, 2011, compared with a net
loss of $3.53 million on $566,240 of sales during the prior year.

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss and net cash used in operating activities in 2011
of $6,026,641 and $3,636,213, respectively, and has an accumulated
deficit of $15,669,827 at June 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $1.71
million in total assets, $1.92 million in total liabilities and a
$214,870 total stockholders' deficit.

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

                        http://is.gd/ADtidL

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions. Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.


GENERAL MOTORS: Third-Quarter Profit Falls 12% to $1.7 Billion
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Motors Co.
said Wednesday its third quarter profit fell 12% as the auto
maker's operations outside of North America struggled to get
traction.

                         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: Files Form 10-Q, Incurs $65.9-Mil. Q3 Net Loss
-------------------------------------------------------------
GMX Resources Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $65.91 million on $28.36 million of oil and gas sales for the
three months ended Sept. 30, 2011, compared with net income of
$4.50 million on $24.83 million of oil and gas sales for the same
period a year ago.

The Company also reported a net loss of $129.53 million on $90.62
million of oil and gas sales for the nine months ended Sept. 30,
2011, compared with net income of $8.58 million on $69.34 million
of oil and gas sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $575.98
million in total assets, $432.65 million in total liabilities and
$143.32 million in total equity.

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


                         http://is.gd/vw3ytr

                         About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

As reported by the TCR on April 25, 2011, Standard & Poor's
Ratings Services said it assigned its 'B-' corporate credit rating
to Oklahoma City-based GMX Resources Inc.  The outlook is stable.
"The ratings on GMX Resources Inc. reflect the company's limited
scale of operations, meaningful exposure to weak natural gas
prices, a very aggressive near-term spending plan, limited
liquidity beyond 2011, and elevated debt leverage," said Standard
& Poor's credit analyst Paul B. Harvey.  "Near-term credit quality
will benefit from the liquidity provided by GMX's $200 million
senior unsecured note issuance and concurrent $100 million common
equity offering, as well as expectations for growing production
from its Haynesville Shale development," S&P related.


GRACEWAY PHARMACEUTICALS: Has Financing Before Nov. 17 Auction
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Graceway Pharmaceuticals LLC received final approval
from the bankruptcy judge on Nov. 7 to take down a $6 million
secured loan from a Canadian affiliate.  Graceway is auctioning
the business under procedures where bids are due Nov. 14, in
advance of a Nov. 17 auction and a hearing on Nov. 22 for approval
of the sale. Switzerland's Galderma SA is under contract to pay
$275 million cash. Graceway previously said there should be
competitive bidding.

                  About Graceway Pharmaceuticals

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

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

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

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

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

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

Lowenstein Sandler PC serves as the committee counsel.


GREEN ENDEAVORS: Reports $24,000 Net Income in 3rd Quarter
----------------------------------------------------------
Green Endeavors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net 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 during the prior year.

The Company also reported a net loss of $112,799 on $2.05 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $187,586 on $1.60 million of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.06 million in total assets, $4.37 million in total liabilities
and a $3.31 million total stockholders' deficit.

Green had a net loss for the nine months ended Sept. 30, 2011, of
$112,799 and negative working capital of $1,209,264, which raises
substantial doubt about the Green's ability to continue as a going
concern.  Green's ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements and its ability to successfully fulfill its business
plan.  Management plans to attempt to raise additional funds to
finance the operating and capital requirements of Green through a
combination of equity and debt financings.  While Green is making
its best efforts to achieve the above plans, there is no assurance
that any such activity will generate funds that will be sufficient
for operations.

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

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

                        http://is.gd/Lpzrab

                       About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.


GUIDED THERAPEUTICS: FDA No Longer Plans Panel Review of LuViva
---------------------------------------------------------------
Guided Therapeutics, Inc., announced the U.S. Food and Drug
Administration has informed the company that the agency is not
planning a panel review to render a decision on the Premarket
Approval application of the LuViva Advanced Cervical Scan.

The FDA acknowledged that it had previously stated that there
would be a panel review, but, in a conference call with the
company, said that after further review of the PMA application a
review by an outside panel of experts was not needed.  According
to the FDA, this decision does not affect the likelihood of
approval or disapproval and the PMA review is continuing.  The
reasons given by FDA for not requiring a panel meeting were: that
the agency staff believed they understood LuViva's technology,
that they understood the clinical application and had reviewed
similar devices in the past.

"While this new position from FDA is not an indication of the
likelihood of approval or disapproval of the LuViva application,
we believe that it could shorten the time frame for a final
decision by the agency, based on our previous expectations," said
Mark L. Faupel, Ph.D., CEO and President of Guided Therapeutics,
Inc.  "We will continue to work with FDA on the premarket approval
process and, while we await a decision, we are preparing for any
further FDA requirements, such as manufacturing or other facility
audits or inspections."

"Concurrently, our team is preparing the documentation for the CE
Mark application and we look forward to meeting with our new
international distributors and European doctors, all leaders in
the field of women's health, at the upcoming 2011 Medica Trade
Fair in Germany later this month," said Dr. Faupel.

Based on FDA guidelines, the company expects a decision from FDA
by Jan. 20, 2012.  While the panel meeting is no longer planned,
if there is a panel review at a future date, Guided Therapeutics
believes it will be prepared to present the technology.

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company's balance sheet at June 30, 2011, showed $3.31 million
in total assets, $2.91 million in total liabilities, and $410,000
in stockholders' equity.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HAMPTON ROADS: Shore Bank Appoints Three New Directors
------------------------------------------------------
Hampton Roads Bankshares, Inc., announced that William (Will) E.
Esham, III, Timothy J. King, CPA and Wendy Walker have joined the
Shore Bank Board of Directors.

Richard F. Hall, III, Chairman of the Board of Directors of Shore
Bank, said, "We are pleased and privileged to add these three
individuals to the Shore Bank Board.  Their deep expertise and
business acumen, as well as knowledge of their respective markets,
will be very valuable to Shore Bank in serving the financial needs
of the Eastern Shore of Virginia and Maryland."

Mr. Esham is a Partner in the law firm of Ayres, Jenkins, Gordy &
Almand, PA., in Worcester County, Maryland.  He attended Worcester
Preparatory School in Berlin, Maryland and received his B.A.
degree from Washington & Lee University.  He obtained his Juris
Doctorate degree from the University of Baltimore School of Law.
He currently serves on the Boards of Worcester Preparatory School,
St. Martin's Church Foundation and the Ocean City Golf Club and is
a member of the Atlantic General Hospital Corporation Board.

Mr. King is the Managing Partner of the Ocean City, Maryland
office of Faw, Casson & Co., LLP.  He began working there
immediately after he graduated cum laude from Salisbury University
in 1979.  He lends his expertise to several local organizations
including the Ocean City Golf Club Board of Directors, serves as a
Trustee for the Town of Ocean City General and Public Safety
Employee Pension Plan and is a former member of the Green Turtle
Franchising Corporation's Board of Directors.  He is also the CEO
of Bay Shore Development Corporation in Ocean City, Maryland.  Bay
Shore was formed in 1957 and is the owner/operator of three
Boardwalk Hotels and the two Jolly Roger Amusement Parks in Ocean
City.

Ms. Walker is an Eastern Shore native who graduated from
Broadwater Academy and subsequently received her BA from the
University of Richmond.  She then obtained her Juris Doctorate
Degree from the University of Denver and worked with the Colorado
Rural Legal Services.  Since 2004 she has been working in
partnership with her sister operating T&W Block Co., the family
concrete, gravel, brick and hardscape business in Onley, Virginia.
She has held leadership roles in community organizations including
the Riverside Shore Memorial Hospital Auxiliary, the Garden Club
of the Eastern Shore, the Eastern Shore of Virginia Historical
Society Board of Directors, Broadwater Academy Board of Directors
and the Eastern Shore Yacht and County Club Board of Directors.

                    About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.43 billion in total liabilities, and
$161.64 million in total shareholders' equity.


HANMI FINANCIAL: Files Form 10-Q, Posts $4.2MM Q3 Net Income
------------------------------------------------------------
Hanmi Financial Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $4.20 million on $31.67 million of total interest
and dividend income for the three months ended Sept. 30, 2011,
compared with a net loss of $14.57 million on $35.67 million of
total interest and dividend income for the same period a year ago.

The Company also reported net income of $22.64 million on $98.16
million of total interest and dividend income for the nine months
ended Sept. 30, 2011, compared with a net loss of $93.32 million
on $109.89 million of total interest and dividend income for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.48 billion in total liabilities and
$203.20 million in total stockholders' equity.

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

                        http://is.gd/K5IPDs

                        About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on
$144.51 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $122.27 million
on $184.14 million during the prior year.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HCA HOLDINGS: Provides Update on Accounting for HITECH Payments
---------------------------------------------------------------
HCA Holdings, Inc., announced that, in response to new accounting
guidance, it is revising its accounting for the recognition of
income from HITECH incentive payments related to meaningful use of
certified electronic health record technology.  On Nov. 4, 2011,
the staff of the Securities and Exchange Commission indicated to
American Institute of Certified Public Accountants representatives
that it believed the "gain contingency" accounting model is the
appropriate income recognition model for HITECH incentive
payments.  The Company had previously recognized income related to
HITECH incentive payments consistent with the consensus position
of the AICPA health care industry expert panel.  The Company's
conversion to the gain contingency income recognition model for
the recognition of HITECH income does not change the Company's
previously reported results of operations for periods ended
Sept. 30, 2011.  It does, however, change the estimated amount of
HITECH income expected to be recognized during the fourth quarter
of 2011, which results in a corresponding change to the Company's
previously issued guidance for the fourth quarter and full year
ending Dec. 31, 2011.

Under the gain contingency income recognition model, the Company
will recognize HITECH income when its eligible hospitals have
demonstrated meaningful use of certified EHR technology for the
applicable period and the cost report information for the full
cost report year that will determine the final calculation of the
HITECH payment is available.  This change in accounting treatment
will not affect the timing of the Company's entitlement to receive
HITECH incentive payments, only the timing of the recognition of
income related to such payments.  The Company will record deferred
income on its balance sheet for any HITECH incentive payments
received in excess of HITECH income recognized in its income
statement, and will recognize these deferred amounts in income as
the applicable cost report information becomes available.

Prior to receipt of the new accounting guidance, the Company held
its earnings call for the third quarter on Nov. 1, 2011, at which
time management stated that the Company expected to recognize
additional HITECH income of $310 million to $340 million in the
fourth quarter of 2011 and HITECH income of $400 million to $430
million for the year ended Dec. 31, 2011.  Based on these HITECH
income assumptions, management reaffirmed existing guidance of 3
percent to 5 percent growth in Adjusted EBITDA for the full year
2011, assuming the Company would meet the HITECH reimbursement
parameters and excluding any financial impact of the recently
completed acquisition of its partner's interest in the HealthONE
venture.

Adjusting for the changes in the accounting treatment for expected
HITECH payments, the Company now expects to recognize HITECH
income of $100 million to $130 million in the fourth quarter of
2011 and HITECH income of $190 million to $220 million for the
year ending Dec. 31, 2011.  The estimated reduction in HITECH
income for 2011 as a result of the change in accounting
treatment is approximately $210 million, which is now expected to
be recognized as income for accounting purposes in 2012.  The
Company now estimates growth in Adjusted EBITDA of zero to 2
percent for the full year 2011, assuming the Company meets the
revised HITECH income estimates and related reimbursement
parameters and excluding any financial impact of the recently
completed acquisition of its partner's interest in the HealthONE
venture.

"The revisions to the accounting treatment for HITECH income
communicated by the SEC staff do not change our reported results
of operations, the timing of our hospitals being able to attest to
their demonstration of meaningful use of certified EHR technology,
the amount of the HITECH incentive cash payments we expect to
receive, or the timing of receiving HITECH incentive payments.
Accordingly, there has been no change in our business fundamentals
but rather only a change in the timing of our ability to recognize
the HITECH income related to the expected incentive payments,"
said R. Milton Johnson, President and Chief Financial Officer of
HCA.

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company also reported net income of $800 million on
$22 billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $1.17 billion on $20.87 billion of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed
$23.87 billion in total assets, $31.41 billion in total
liabilities, and a $7.53 billion stockholders' deficit.

                          *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HEARUSA INC: Deregisters All 6,400,000 Common Stock Under Form S-3
------------------------------------------------------------------
HUSA Liquidating Corporation, formerly known as HearUSA, Inc.,
filed on Friday a Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 333-157347)
of the Company filed with the Securities and Exchange Commission
on April 8, 2008, declared effective by the Commission on
April 28, 2008, to deregister all 6,400,000 shares of the
Company's common stock registered pursuant to the Registration
Statement.

A copy of the Post-Effective Amendment No. 1 is available for free
at http://is.gd/eSNhlr

                        About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owed subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in the July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.


HILLMAN COMPANIES: Moody's 'B2' CFR Unaffected by New Term Loan
---------------------------------------------------------------
Moody's Investors Service stated that Hillman Companies, Inc.'s
(Hillman) announcement of issuing an incremental $30 million of
term loan is slightly credit negative but has no impact on its B2
corporate family rating or the stable outlook.

The principal methodology used in rating The Hillman Companies,
Inc. was the Global Consumer Durables Industry Methodology
published in October 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.

The Hillman Companies, Inc. provides hardware-related products and
related merchandising services to retail markets in North America.
Revenues for the twelve months ended June 30, 2011 were
approximately $476 million. On May 28, 2010, Hillman was acquired
by an affiliate of Oak Hill Capital Partners and certain members
of Hillman's management and Board of Directors.


HOVNANIAN ENTERPRISES: Senior Notes Exchange Offer Expires
----------------------------------------------------------
Hovnanian Enterprises, Inc., announced the results of the private
offers to exchange senior notes for new 5.00% Senior Secured Notes
due 2021 and new 2.00% Senior Secured Notes due 2021 to be issued
in a private placement by K. Hovnanian Enterprises, Inc., a
wholly-owned subsidiary of the Company, and to be guaranteed by
the Company and substantially all of its restricted subsidiaries.
The New Secured Notes will be secured by a first-priority lien on
the assets of certain subsidiaries that are "unrestricted
subsidiaries" under K. Hovnanian's existing indentures.  The 5.00%
New Secured Notes and 2.00% New Secured Notes will be issued as
separate series under an indenture, but will have substantially
the same terms other than with respect to interest rate and
related redemption provisions, and will vote together as a single
class.

The exchange offers expired at 12:00 midnight, New York City time,
on Oct. 29, 2011.  As of the Expiration Time, the following
amounts of 2014 Notes and 2015 Notes had been properly tendered
(and not validly withdrawn) and will be accepted (without
proration) for exchange into approximately $141.8 million
aggregate principal amount of 5.00% New Secured Notes: $16.7
million in aggregate principal amount, or 31.33%, of the 61/2%
Senior Notes due 2014; $26.2 million in aggregate principal
amount, or 89.68%, of the 63/8% Senior Notes due 2014; $31.3
million in aggregate principal amount, or 59.34%, of the 61/4%
Senior Notes due 2015; and $67.6 million in aggregate principal
amount, or 51.83%, of the 117/8% Senior Notes due 2015.  Pursuant
to the terms set forth in the Confidential Offering Memorandum and
Consent Solicitation Statement, as amended to date, holders of
2014 Notes and 2015 Notes will also receive on the Settlement Date
a cash payment of $100 for each $1,000 principal amount of 2014
Notes and 2015 Notes that were properly tendered and accepted for
exchange.  The aggregate Cash Consideration payable upon
consummation of the exchange offers is $14.2 million.  In
addition, as of the Expiration Time, the following amounts of 2016
Notes and 2017 Notes had been properly tendered (and not validly
withdrawn): $13.3 million in aggregate principal amount, or 7.69%,
of the 6 1/4% Senior Notes due 2016; $20.7 million in aggregate
principal amount, or 12.03%, of 7 1/2% Senior Notes due 2016; and
$21.3 million in aggregate principal amount, or 10.89%, of the 8
y% Senior Notes due 2017.  Of the tendered 2016 Notes and 2017
Notes, all of the 2016 Notes tendered were accepted without
proration, and $19.2 million of the $21.3 million in aggregate
principal amount of the 2017 Notes tendered were accepted, because
the Maximum New Issuance Amount of $195.0 million was insufficient
to accept all of the 2017 Notes tendered.  The accepted 2016 Notes
and 2017 Notes will be exchanged for approximately $53.2 million
aggregate principal amount of 2.00% New Secured Notes.  The
settlement date for the exchange offers is expected to be Nov. 1,
2011.

Holders of Senior Notes that properly tendered (and did not
validly withdraw) their Senior Notes prior to the Expiration Time,
and whose Senior Notes are accepted for exchange will receive the
applicable Total Consideration set forth in the Offering
Memorandum.  In addition, accrued interest up to, but not
including, the Settlement Date will be paid in cash on all
properly tendered and accepted Senior Notes.

The Company may, from time to time, make purchases and exchanges
of Senior Notes through open market purchases, private
transactions or otherwise depending on market conditions and
covenant restrictions.

The exchange offers were made within the United States only to
"qualified institutional buyers" pursuant to Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
to non-U.S. investors pursuant to Regulation S under the
Securities Act.  The New Secured Notes to be issued have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press
release does not constitute an offer to sell or the solicitation
of an offer to buy Senior Notes or New Secured Notes in any
jurisdiction in which such an offer or sale would be unlawful.
The exchange offers were made only by, and pursuant to, the terms
set forth in the Offering Memorandum, and the information in this
press release is qualified by reference to the Offering Memorandum
and the accompanying Letter of Transmittal and Consent.

In addition, in connection with the consent solicitation, the
Company announced that K. Hovnanian has received the requisite
consents to adopt the proposed amendments to the indenture
governing K. Hovnanian's Any and All Tender Notes to eliminate
substantially all of the restrictive covenants and certain of the
default provisions contained in the Existing Indenture.  No
consideration is being paid for the consents.

K. Hovnanian has notified Wilmington Trust Company, the trustee
under the Existing Indenture that it has received the consent of
the Holders of at least a majority in aggregate principal amount
of outstanding Any and All Tender Notes to the Proposed
Amendments.  Accordingly, K. Hovnanian, the Company, as guarantor,
the other guarantors party thereto, and the Trustee will enter
into a supplemental indenture to the Existing Indenture effecting
the Proposed Amendments to be dated as of the Settlement Date.
The Consent Solicitation was made in accordance with the terms and
subject to the conditions stated in the Offering Memorandum.

                    About Hovnanian Enterprises

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

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

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

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

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


HUBBARD PROPERTIES: Court Approves Fameco, SCG as Property Manager
------------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Hubbard Properties, LLC, to employ
Fameco Management Services Associates, L.P., and The Shopping
Center Group, LLC, as property manager for the management of its
retail and entertainment complex located at 150 John's Pass
Boardwalk West, in Madeira Beach, Florida.

The Debtor said it requires the services of a property manager
with significant experience in both the managing and overseeing of
the assets of a sophisticated retail complex and managing tenant
relations and interacting with third-party vendors and
contractors.

Pursuant to the Fameco Agreement, Fameco will receive as
compensation:

   (a) Monthly asset management fee of the greater of $1,500
       or 1.25% of gross receipts;

   (b) $2,000 per day plus travel expenses at cost (expected
       to be 2 days) for initial site visit; and

   (c) $225 per hour (to be capped at $5,000) for review
       of financial projections, preparation of a budget and
       cash flow forecast.

Pursuant to the SCG Agreement, SCG will receive as compensation:

   (a) Monthly management fee equal to 3.75% of gross receipts;

   (b) Fee for supervision of capital improvements, repairs and
       replacements, and landlord's work equal to 5% of the
       construction cost, in the event there is a general
       contractor.  If there is no general contractor, the fee
       shall be 10%; and

   (c) Fee for supervision of tenant improvements, where Debtor
       is providing a tenant improvement allowance, an amount
       equal to the greater of $750 or 5% of the total cost
       of the improvement; a fee of $750 for tenant improvements
       where there is no tenant improvement allowance; and a fee
       of $1,500 for tenant improvement requiring extensive
       interior and exterior upfit or construction where there is
       no tenant improvement allowance.

Neither Fameco nor SCG (a) has any present connection with the
Debtor, its creditors, or other parties-in-interest or (b) holds
or represents any interest adverse to the estate.  Fameco and SCG
professionals thus are disinterested within the meaning of 11
U.S.C. Sec 101(14) of the Bankruptcy Code.

                      About Hubbard Properties

Hubbard Properties LLC owns tourist and entertainment center
John's Pass Village in Madeira Beach, Florida.  Hubbard filed for
Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01274) in
Tampa, Florida, on Jan. 27, 2011.  David S. Jennis, Esq., Kathleen
I. DiSanto, Esq., and J. A. McPheeters, Esq., at Jennis & Bowen,
P.L., in Tampa, Fla., serve as bankruptcy counsel.  The Debtor
also tapped Bacon & Bacon, P.A., as special counsel; Tony Buzbee
and The Buzbee Law Firm as special counsel in connection with the
assessment and recovery of the Debtor's BP oil spill claim, Van
Middlesworth and Company, P.A., as accountant; and Claims
Strategies Group LLC, as claim consultant, which may be reached
at:

          CLAIMS STRATEGIES GROUP LLC
          401 E Las Olas Blvd, Unit 130-327
          Fort Lauderdale, FL 33301
          Tel: (561) 543-8966
          Fax: (866) 276-2423

The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.  Hubbard said it owes $22
million to Investors Warranty of America.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUSSEY COPPER: Creditors Say Exec. Bonuses Not Essential to Sale
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hussey Copper Corp. will face objection from the
official creditors' committee in bankruptcy court when the company
seeks approval of a bonus program that could cost up to $2.7
million, with 90% earmarked for the top five officers.

According to the report, the committee said in its opposition
papers said that the executives were neither "essential" to the
company's sale nor are they "at risk of leaving" absent bonuses.
The steelworkers' union is opposing executive bonuses for the same
reasons.

The report discloses that the committee contends that bonuses are
not warranted because it was the committee, not the company or its
executives, who rounded up an alternative bid from Halkos Holdings
LLC. The result was a $10 million increase in the first bid at
auction, the committee argues in its filing.

If the judge approves the bonus program, the remaining 10% will be
earmarked for 15 middle-management workers.

There is to be a Nov. 14 auction to learn whether there is a
better bid than the $88.7 million contract with Kataman Metals
LLC . Other bids are due Nov. 11.  The hearing for approval of the
sale will take place Nov. 16.

                        About Hussey Copper

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

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

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

An official creditors' committee with seven members was appointed.
Lowenstein Sandler PC serves as the committee counsel.


HYPERMARCAS: Moody's Lowers Global Scale Rating to 'Ba3'
--------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 on its global
scale and to A2.br from A1.br on its national scale the corporate
family and senior unsecured debt ratings of Hypermarcas. The
rating outlook is stable.

Ratings affected by downgrade are:

Issuer: Hypermarcas S.A.

US$750 million senior unsecured guaranteed notes due 2021: to Ba3
from Ba2 (foreign currency)

Corporate Family Ratings Assigned: to Ba3 from Ba2 (global scale)
and to A2.br from A1.br (Brazilian national scale)

Please see ratings tab on the issuer/entity page on moodys.com for
information on Global Scale Rating

RATINGS RATIONALE

"The downgrade reflects the deterioration in Hypermarcas' credit
metrics observed over the last few quarters, mainly due to high
integration challenges following a significant number of large
acquisitions and, more recently, to the change in the company's
commercial policies", says local market analyst Marianna Waltz. In
the 2Q11 the company announced a change in its commercial policy
with its wholesale clients, by instituting more restrictive sales
terms. This fact, combined with the excess in inventory levels
within the trade channel, led to a destocking process that
negatively impacted operating performance. As a result, the
company reduced its EBITDA guidance for the second time this year
to BRL 700 million from BRL 900 million and experienced a decrease
of 11.9% in 3Q11 reported organic sales when compared to the same
period last year.

Although Moody's recognizes that the sales of the company`s
products to the final consumers (sell out) remain stable and that
the sales to wholesalers (sell in) should normalize in the
beginning of 2012, Moody's believes that the recovery in credit
metrics may be protracted and are likely to fall below what
Moody's was initially anticipating for the next year.
Additionally, the softer operating performance has reduced
Hypermarcas' flexibility regarding some of its debt covenants.

Hypermarcas' Ba3 corporate family rating (CFR) is supported by the
company's diversified product portfolio of well-known brands in
Brazil, especially in the health care and in the pharmaceutical
industry segments. The company enjoys solid leadership position in
most of these product categories and its acquisitive growth
strategy has positioned it as the second largest player in the
Pharmaceutical and Packaged goods (excluding food-based) segment
in Brazil.

The rating also incorporates Hypermarcas' strong EBITDA margin and
its currently solid liquidity and adequate debt maturity profile.
On the other hand, it reflects Hypermarcas' elevated leverage,
currently at 4.1x on a reported September LTM basis and, despite
the improvement in cash from operations, its historical limited
free cashflow generation.

The stable outlook reflects Moody's expectations that the ongoing
inventory destocking process is in its final stages, and that the
company will be able to balance the sell-in and sell-out levels in
the beginning of 2012. We're also expecting additional
improvements in leverage ratios, supported by a stronger EBITDA
and also by the planned sale of the remaining home care and food
assets for deleveraging.

Positive pressure on the rating could develop over time if the
company is able to generate good and consistent organic growth and
profitability improvement proves sustainable. This will be the
case if free cash flow to net debt consistently exceeds 6% and if
EBIT / Interest Expense is over 2.5 times. Finally, positive
rating pressure depends on company deleveraging to below 4.2x
Debt/EBITDA (all figures considering Moody`s standard adjustments)
and financial and liquidity policies that remain conservative.

The ratings could be lowered if there is a further weakening in
the company's margins, resulting in EBITDA margin consistently
below 20% and if leveraging ratios fail to decrease to less than
5x Debt/EBITDA over the next few quarters. The ratings could also
come under pressure if liquidity were impaired and the company is
unable to cover short term debt maturities with cash balance.

The principal methodology used in rating Hypermarcas was the
Global Packaged Goods Industry Methodology published in July 2009.

Hypermarcas, founded in 2001 and headquartered in S?o Paulo, S?o
Paulo, Brazil, operates in the healthcare, pharmaceutical and
personal/home care and food businesses in Brazil. As of December
31, 2010, Hypermarcas had over 10,000 employees working on 18
production plants and 15 distribution centers in eight different
states of the country. Hypermarcas is one of the largest consumer
goods companies in the country, with total revenues of BRL 3.6
billion (approximately US$ 2 billion) in September 2011 on LTM
basis, with leadership positions in several consumer goods
segments.

Moody's National Scale Ratings (NSRs) are intended as relative
measures of creditworthiness among debt issues and issuers within
a country, enabling market participants to better differentiate
relative risks. NSRs differ from Moody's global scale ratings in
that they are not globally comparable with the full universe of
Moody's rated entities, but only with NSRs for other rated debt
issues and issuers within the same country. NSRs are designated by
a ".nn" country modifier signifying the relevant country, as in
".br" for Brazil. For further information on Moody's approach to
national scale ratings, please refer to Moody's Rating
Implementation Guidance published in August 2010 entitled "Mapping
Moody's National Scale Ratings to Global Scale Ratings."

The Local Market analyst for this rating is Marianna Waltz,
55.11.3043.7309


IMAGE METRICS: Amends 6.5 Million Common Shares Offering
--------------------------------------------------------
Image Metrics, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No.2 to Form S-1 registration statement
relating to the sale of up to 6,500,000 shares of the Company's
common stock by Saffron Hill Ventures Limited Partnership II, Paul
Allen and Dorothy Babcock Lloyd Joint Living Trust, Timothy
Goldberg, et al.  These shares consist of 2,509,421 outstanding
shares of the Company's common stock, 47,096 shares of common
stock issuable upon conversion of the Company's series A
convertible preferred stock, 2,036,996 shares of common stock
issuable upon exercise of the Company's warrants and 1,906,487
shares of common stock issuable upon conversion of the Company's
convertible promissory notes.  The shares offered by this
prospectus may be sold by the selling stockholders from time to
time in the over-the-counter market or other national securities
exchange or automated interdealer quotation system on which the
Company's common stock is then listed or quoted, through
negotiated transactions or otherwise at market prices prevailing
at the time of sale or at negotiated prices.

Pursuant to a subscription agreement with the selling stockholders
relating to the Company's series A preferred stock and warrant
private placements, the Company is obligated to register the
shares underlying its series A preferred stock and warrants.
Pursuant to the Company's secured convertible loan originally
established in September 2010 and amended in February 2011, the
Company is obligated to register the shares underlying the
convertible promissory notes.  The distribution of the shares by
the selling stockholders is not subject to any underwriting
agreement.  The Company will receive none of the proceeds from the
sale of the shares by the selling stockholders, except upon
exercise of the warrants.  The Company will bear all expenses of
registration incurred in connection with this offering, but all
selling and other expenses incurred by the selling stockholders
will be borne by them.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol IMGX.OB.  The high and low bid prices for shares
of the Company's common stock on Nov. 4, 2011, were $0.30 per
share, respectively, based upon bids that represent prices quoted
by broker-dealers on the OTC Bulletin Board.  These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.

The selling stockholders may be deemed, and any broker-dealer
executing sell orders on behalf of the selling stockholders will
be considered, "underwriters" within the meaning of the Securities
Act of 1933.  Commissions received by any broker-dealer will be
considered underwriting commissions under the Securities Act of
1933.

A full-text copy of the amended prospectus is available for free
at http://is.gd/NxjT8z

                        About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.

The Company's balance sheet at June 30, 2011, showed $3.74 million
in total assets, $10.69 million in total liabilities and a $6.95
million total shareholders' deficit.

BDO USA, LLP, in Los Angeles, after auditing the Company's
financial statements for the year ended Sept. 30, 2010, expressed
substantial doubt about Image Metrics, Inc.'s ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

The Company reported a net loss of $9.7 million on $5.9 million of
revenue for fiscal 2010, compared to a net loss of $6.8 million on
$4.0 million of revenue for fiscal 2009.


INDEPENDENCE TAX: Posts $3.5 Million Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income of $3.50 million on $1.50 million of
total revenues for the three months ended Sept. 30, 2011, compared
with net income of $982,077 on $1.42 million of total revenues for
the same period during the prior year.

The Company also reported a net loss of $1.14 million on
$2.92 million of total revenues for the six months ended Sept. 30,
2011, compared with net income of $230,948 on $2.87 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $13.86
million in total assets, $42.37 million in total liabilities and a
$28.51 million total partners' deficit.

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


                        http://is.gd/UbfVJm

             About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

As reported by the TCR on June 30, 2011, Trien Rosenberg Weinberg
Ciullo & Fazzari LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that at March 31, 2011, the
Partnership's liabilities exceeded assets by $27,415,490 and for
the year then ended incurred net income of $15,984,571, including
gain on sale of properties of $20,284,069 and loss on impairment
of properties of $1,047,336.  Partnership management fees of
approximately $4,930,000 will be payable out of sales or
refinancing proceeds only to the extent of available funds after
payments on all other Partnership liabilities have been made and
after the Limited Partners have received a 10% return on their
capital contributions.  As such, the General Partner cannot demand
payment of these deferred fees beyond the Partnership's ability to
pay them.  In addition, where the Partnership has unpaid
partnership management fees related to sold properties, such
management fees are written off and recorded as capital
contributions.


INNER CITY: 2 Affiliates File Schedules of Assets and Liabilities
-----------------------------------------------------------------
Urban Radio of South Carolina, L.L.C., filed with the U.S.
Bankruptcy Court for the Southern District of New York its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------     ------------
  A. Real Property                   $48,784
  B. Personal Property            $2,417,720
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $251,552,396
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $37,496
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $70,881,714
                                 -----------     ------------
        TOTAL                     $2,466,504     $322,471,606

A copy of Urban Radio of South Carolina's schedules is available
for free at http://bankrupt.com/misc/innercity.dkt157.pdf

Urban Radio of Mississippi, L.L.C., also filed its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------     ------------
  A. Real Property                  $326,236
  B. Personal Property            $1,580,095
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $251,552,396
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $71,329
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $33,223,919
                                 -----------     ------------
        TOTAL                     $1,906,331     $284,847,644

A copy of Urban Radio of Mississippi's schedules is available for
free at http://bankrupt.com/misc/innercity.dkt155.pdf

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTELSAT SA: Incurs $2.1 Million Net Loss in Third Quarter
----------------------------------------------------------
Intelsat S.A. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.11 million on $652.88 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $107.35
million on $644.25 million of revenue for the same period during
the prior year.

The Company also reported a net loss of $432.35 million on $1.93
billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $392.69 million on $1.90 billion of
revenue for the same period during the prior year.

The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.59
billion in total assets, $18.28 billion in total liabilities,
$698.94 million total Intelsat S.A. shareholders' deficit, and
$1.90 million in noncontrolling interest.

"Intelsat delivered steady results in the third quarter, supported
by the visibility provided by our $10.7 billion contracted
backlog.  Several trends influenced our results in the third
quarter, as in recent periods, including strength in our
government business and solid performance from our media business.
Our overall business activity is strong, and we are achieving
success in obtaining long-term commitments from blue chip
customers for capacity in the fastest growing markets, such as our
recently announced services agreement with DIRECTV Latin America.
This contract builds quality backlog and adds two new satellite
programs for the attractive Latin America region," said Intelsat
CEO David McGlade.

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

                       http://is.gd/GRsE6m

                         About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.


INTERLINE BRANDS: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Jacksonville, Fla.-based Interline Brands Inc. to 'BB'
from 'BB-'. The rating outlook is stable.

"At the same time, we raised our issue-level ratings on the
company's $300 million senior subordinated notes due 2018 to 'BB'
(the same as the corporate credit rating) from 'BB-'. The recovery
rating on these notes remains unchanged at '4', indicating our
expectation for average (30% to 50%) recovery in the event of
payment default," S&P related.

"The upgrade reflects improving credit metrics and strong
liquidity levels for Interline Brands Inc., a distributor of
maintenance, repair, and operations products for the facilities
maintenance, specialty distributors and professional contractor
market," said Standard & Poor's credit analyst Megan Johnston.
"Interline's improvement in performance is due to stronger
earnings growth and a relatively stable operating environment,
which we expect will continue over the next two years. EBITDA
(adjusted for operating leases) for the trailing 12 months ended
Sept. 30, 2011, was about $121 million, an improvement over the
approximately $103 million earned during the same period in 2010,
resulting in adjusted debt to EBITDA of 3.2x compared with 3.7x a
year ago."

"Interline's improved operating results have been supported by
recent acquisitions, which we think will lead to gradually
improving margins, as well as increasing occupancy and rent rates
for multifamily REITs. Based on our adjusted EBITDA forecast of
between $122 million and $127 million for 2011 and 2012, we expect
the company's adjusted debt to EBITDA to further improve to about
3x and funds from operations (FFO) to debt to be between 20% and
30% over our ratings horizon, which we consider to be in line with
the 'BB' rating given our view of the company's fair business risk
profile. Going forward, we expect EBITDA margins to improve to
historical levels of 10% with the integration of the recent
CleanSource and Northern Colorado Paper acquisitions, as well as
its ongoing strategy of consolidating distribution centers," S&P
related.

"The 'BB' corporate credit rating on Interline reflects the
combination of what we consider to be the company's fair business
risk profile and significant financial risk profile. The fair
business risk profile is characterized by Interline's
participation in a highly fragmented and competitive industry and
somewhat intensive working capital use. Tempering these weaknesses
are Interline's good customer and product diversity, national
distribution, and relatively stable sales to the institutional and
multifamily real estate investment trust (REIT) markets,
particularly in its janitorial and facilities maintenance
segments," S&P said.

Interline is a distributor of maintenance, repair and operations
(MRO) products for the facilities maintenance, specialty
distributors, and professional contractor markets. Interline
competes against numerous local and regional distributors, a
handful of national players?some of which are significantly larger
and financially stronger?and other traditional sales channels,
including retail outlets and large warehouse stores.

"The rating outlook is stable, reflecting our expectation that
Interline's EBITDA will continue to gradually improve as a result
of the ongoing integration of its acquisitions as well as its
exposure to the multifamily REITS market, which we expect to
remain strong over our ratings horizon, despite relatively weak
growth overall in repair and remodeling spending. We expect
Interline to maintain total adjusted leverage in line with a
significant financial risk profile, including debt to EBITDA of 3x
to 4x and FFO to debt of 20% to 30%," S&P said.

"We could take a negative rating action if the company increases
its use of debt for acquisitions or shareholder-friendly actions,
or if demand for Interline's products deteriorates due to a
double-dip recession, such that total adjusted leverage exceeds 4x
on a sustained basis. This could occur if sales growth were to
turn negative and gross margins were to deteriorate 100 to 200
basis points from current levels," S&P related.

"We consider a positive rating action unlikely in the near term
given our view of the company's fair business risk profile," S&P
said.


INTERNATIONAL TOBACCO: Bankr. Court Sets Aside Escrow Fund Suit
---------------------------------------------------------------
Bankruptcy Judge Alan S. Trust declined to dismiss the lawsuit,
INTERNATIONAL TOBACCO PARTNERS, LTD., v. STATE OF OHIO, GRAND
TOBACCO, LTD., AND LPC, INC., Adv. Proc. No. 11-9271 (Bankr.
E.D.N.Y.), which seeks injunctive relief and declaratory judgment
that the Debtor has a superior interest in $981,401.09 in funds
currently held in escrow at the Eastern Bank of Boston,
Massachusetts.  Ohio sought dismissal of the suit, but the
Bankruptcy Court held that the Debtor has pled sufficient facts to
raise a plausible claim that the Escrow Release Funds are property
of the estate under 11 U.S.C. Sec. 541(a)(7).

However, the Bankruptcy Court granted Ohio's separate Motion for
Abstention, and partially abstains from hearing this matter in
favor of an action currently pending before the Superior Court of
the Commonwealth of Massachusetts for the County of Suffolk, case
no. 2011-2028-A, for a period of 180 days from the date of entry
of the written decision.  The Court does not abstain with respect
to Debtor's Fifth Cause of Action Against Ohio in the Amended
Complaint, which alleges a violation of the automatic stay
provisions of 11 U.S.C. Sec. 362(a).  At the end of the 180-day
period, the parties are to appear before the Bankruptcy Court to
report on the status of the state court litigation.

Ohio commenced the lawsuit in Superior Court on May 31, 2011,
seeking to domesticate a February 2005 judgment in Massachusetts,
and seeking an ex parte writ of attachment against a $981,000
Escrow Release Funds.  The Debtor was not named a party to the
Massachusetts Action.

Judge Trust said that if the Massachusetts Court determines that
the Debtor has no interest in the Escrow Release Funds that is
superior to Ohio's interest, then it is the Bankruptcy Court's
view that the estate has no enforceable property interest in those
funds and the stay will not be implicated.

If, however, the Massachusetts Court determines that the Debtor
has a superior interest in the Escrow Release Funds, then that
property interest will continue to be protected by the automatic
stay.

Alternatively, if the Massachusetts action is resolved by
settlement, then the parties must seek the approval of the
Bankruptcy Court of any settlement.

Judge Trust also ruled that, based on the protections afforded by
the automatic stay, he does not find a TRO or other injunctive
relief, as requested by the Debtor, warranted at this time.

A copy of Judge Trust's Nov. 9, 2011 Decision is available at
http://is.gd/FkJvV3from Leagle.com.

Based in Great Neck, New York, International Tobacco Partners,
Ltd. filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No.
10-74894) on June 25, 2010.  Judge Alan S. Trust oversees the
case.  Gary B. Sachs, Esq. -- gsachs43@gmail.com -- Sachs &
Associates, PLLC, serves as the Debtor's counsel.  The Debtor
scheduled assets of $975,000 and debts of $4,274,650.  The
petition was signed by Jeffrey Avo Uvezian, company's president.


INTERTAPE POLYMER: Posts $2.8-Mil. Net Earnings in 3rd Quarter
--------------------------------------------------------------
Intertape Polymer Group Inc. reported net earnings of
US$2.84 million on US$201.36 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
US$2.72 million on US$187.05 million of revenue for the same
period during the prior year.

The Company also reported net earnings of US$6.61 million on
US$603.72 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of US$10.01 million on
US$540.45 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed US$466
million in total assets, US$318.14 million in total liabilities
and US$147.86 million in shareholders' equity.

"While our customers remain extremely cautious due to ongoing
economic concerns, results for the quarter were in line with our
expectations and represented another solid quarter with adjusted
EBITDA increasing 59.3% over the same quarter last year.  We are
particularly pleased by the debt reduction of $18.1 million during
the quarter, supporting one of our key corporate objectives,"
stated Intertape President and Chief Executive Officer, Greg Yull.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/AJOF7D

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

                         *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


IRWIN MORTGAGE: Court OKs Barnes & Thornburg as Litigation Counsel
------------------------------------------------------------------
The Hon. Charles M. Caldwell of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized Irwin Mortgage Corporation to
employ Barnes & Thornburg LLP as its special litigation counsel to
prosecute the Mortgage Fraud Matters on a contingency fee basis.

The Debtor related that as of the Petition Date, it was
prosecuting a number of pending claims based upon allegations of
negligence and mortgage fraud against various third parties,
including borrowers, brokers, appraisers, title companies and
related entities.  The Mortgage Fraud Matters were investigated,
commenced and prosecuted by B&T prior to the Petition Date.  The
Mortgage Fraud Matters are in various stages of litigation, with
some matters on the verge of mediation and possible settlement and
others still in the pleadings stage.

B&T will:

   a. advise the Debtor with respect to any claims, defenses,
      preparations, strategy, settlement and related matters;

   b. prepare on behalf of the Debtor all necessary and
      appropriate pleadings which may be required;

   c. advise and represent the Debtor in all discovery matters;

   d. advise and represent the Debtor in all settlements and
      related matters, including the documentation of any
      settlement and related matters; and

   e. advise and represent the Debtor to collect and recover
      any judgment.

As part of the engagement, the Debtor and the firm agreed to a
compromise and settlement of the disposition of litigation
proceeds.  The Debtor will be entitled to 40% and B&T is entitled
to 60% of each recovery in each of the Mortgage Fraud Matters from
and after the Petition Date.  Recovery may be by settlement or by
actual collections on a judgment.

B&T will fund all litigation expenses in the Mortgage Fraud
Matters.  Expenses in each Mortgage Fraud Matter will be
reimbursed to B&T from each recovery in that particular Mortgage
Fund Matter.  Further, the expenses will be reimbursed prior to
the calculation of the 60% contingency due B&T.  The Debtor will
have no obligation to reimburse B&T for any expenses incurred or
advanced in any Mortgage Fraud Matter in which there is no
recovery.

Michael H. Gottschlich, Esq., a partner of B&T, disclosed to the
Court that B&T received payments for prepetition fees and expenses
from or on behalf of the Debtor during the one-year period prior
to the Petition Date:

     Date Received                  Amount Received
     -------------                  ---------------
       09/23/2010                        $7,648
       12/06/2010                       $25,000
       12/23/2010                       $44,124
       02/16/2011                      $143,905
       02/22/2011                       $17,678

B&T is in possession of a prepetition check for $29,000 made
jointly payable to B&T and the Debtor for the settlement of legal
claims pursued by B&T on behalf of the Debtor in the lawsuit
captioned, Irwin Mortgage Corp. v. Title 1 Mortgage Corp.,
Hamilton Superior Court, Cause No. 29D02-0907-PL 000949.  B&T has
asserted that it is entitled to retain the check under lien and
common law legal theories as a credit for the unpaid prepetition
fees that Debtor incurred as a result of B&T's legal
representation of Debtor.

To the best of the Debtor's knowledge, B&T is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

The firm may be reached at:

         Michael H. Gottschlich, Esq.
         BARNES & THORNBURG LLP
         11 South Meridian Street
         Indianapolis, IN 46204-3535
         Tel: 317-231-7834
         Fax: 317-231-7433
         E-mail: michael.gottschlich@btlaw.com

                        About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case. In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., and Matthew T. Schaeffer, Esq., at Bailey
Cavalieri LLC, serve as the Debtor's counsel.  Fred C. Caruso and
Development Specialists Inc. provide wind-down management services
to the Debtor.


IRWIN MORTGAGE: Can Hire Parentebeard as Tax Services Provider
-------------------------------------------------------------- The
Hon. Charles M. Caldwell of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized Irwin Mortgage Corporation
to employ ParenteBeard LLC as tax professional, effective as of
Sept. 6, 2011.

The Debtor anticipates that ParenteBeard will:

   a. review existing accounting and IRS filings, and prepare tax
      returns as necessary;

   b. determine and advise as to amount of loss carry forward and
      related issues;

   c. provide general tax advice concerning the tax attributes of
      the Debtor and consult with the Debtor as to the form of a
      plan to most effectively realize value;

   d. determine and advise on the effect of any future profit or
      losses from disposition of assets or future operations;

   e. determine and consult with the Debtor on the effect of
      disposition of assets; and

   f. determine and advise the effect, if any, on the Debtor or a
      Plan of an existing tax sharing agreement among a tax
      consolidation group consisting of a number of the Debtor's
      affiliates.

The Debtor will pay ParenteBeard according to its customary hourly
rates in addition to reimbursement of expenses.  ParenteBeard's
ranges of customary hourly rates of compensation by classification
of personnel are: $100 to $175 for staff; $200 to $275 per hour
for managers; $225 to $275 per hour for senior managers; and $300
to $440 per hour for partners.

D. Lee McCreary, Jr. -- Lee.Mccreary@ParenteBeard.com -- a member
of the firm, attests that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case. In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., and Matthew T. Schaeffer, Esq., at Bailey
Cavalieri LLC, serve as the Debtor's counsel.  Fred C. Caruso and
Development Specialists Inc. provide wind-down management services
to the Debtor.


JAMES OTIS MORTON: Loses Bid for Sanctions Against Vernon
---------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied a Motion to Impose Sanctions
for Violation of Confirmation Injunction filed by James Otis
Morton, Jr. and Rebecca Phelps Morton, against Vernon J. Vernon,
finding that the Debtors failed to carry their burden of proving
that Mr. Vernon should be held in contempt for violating the
confirmation order or that he violated the automatic stay.

Prior to the petition date, the Debtors were defendants in an
action captioned as "Vernon Jay Vernon and Erin Enterprises, Ltd.
v. James Morton, Rebecca Morton, et al., Case No. 08-CVD-18419,
Wake County District Court."  The Lawsuit originally sought money
damages from the Debtors individually, or through the Debtors'
partnership Carteret Lanes.  On May 30, 2009, counsel for the
Debtors mailed to Mr. Vernon's attorney a letter advising Mr.
Vernon of the bankruptcy proceeding. Mr. Vernon was listed as an
unsecured creditor in connection with the pending Lawsuit on the
Debtors' schedule B.

Mr. Vernon filed five proofs of claim in the Debtors' bankruptcy
proceeding: (1) Claim No. 10 was filed as an unsecured claim in
the amount of $150,000; (2) Claim No. 11 was filed as an unsecured
claim in the amount of $37,000 and secured claim in the amount of
$17,562; (3) Claim No. 12 was filed as an unsecured claim in the
amount of $258,868; (4) Claim No. 13 was filed as a secured claim
in the amount of $14,600; and (5) Claim No. 14 was filed as an
unsecured claim in the amount of $3,200,00.  The Debtors objected
to each of the five proofs of claim.  The Court entered orders
granting the Debtors' objections to Claim Nos. 10, 12, 13 and 14.
On June 27, 2010, the remaining Claim No. 11 was withdrawn by Mr.
Vernon.

In February 2010, Mr. Vernon voluntarily dismissed, without
prejudice, the Debtors from the Lawsuit.  On Aug. 5, 2010, the
Debtors filed a protective answer in the Lawsuit.  On Sept. 16,
2011, Mr. Vernon voluntarily dismissed, with prejudice, the
remaining parties from the Lawsuit.

Pursuant to the Motion, the Debtors request that the Court find
Mr. Vernon in contempt for violating the order confirming plan and
to impose sanctions for violation of the automatic stay.  The
Debtors argue that based on Mr. Vernon's ongoing post-confirmation
efforts to pursue pre-petition claims against the Debtor, Mr.
Vernon is subject to sanctions.  Further, the Debtors contend that
in his deposition on May 17, 2011, Mr. Vernon affirmed on the
record that by way of his Lawsuit, he was continuing his efforts
to collect damages from the Debtors that originated with the pre-
petition claims asserted in the Debtors' Chapter 11 proceeding.

Mr. Vernon argues that he has dismissed all claims against the
Debtors individually, and that actions taken against the Debtors'
partnerships do not violate the confirmation order, because the
partnerships are legal entities that may own properties and are
subject to liabilities in their own right.  Mr. Vernon takes the
position that the Debtors may not discharge liabilities of their
partnership through confirmation of an individual Chapter 11 plan.

A copy of Judge Doub's Nov. 7, 2011 Order is available
http://is.gd/urfMUufrom Leagle.com.

James Otis Morton Jr. and Rebecca Phelps Morton filed a Chapter 11
petition (Bankr. E.D.N.C. Case No. 09-02599) on March 30, 2009.
The Mortons' Plan of Reorganization was confirmed on Jan. 7, 2010.


JEFFERSON COUNTY, AL: Bankruptcy No Impact on Muni Bond Market
--------------------------------------------------------------
The Wall Street Journal's Kelly Nolan and Patrick McGee report
that Jefferson County, Alabama's Chapter 9 bankruptcy filing had
virtually no effect on the $2.9 trillion municipal-bond market
Wednesday, largely because its problems -- stemming from the use
of exotic financial tools like auction-rate securities and
interest-rate swaps to try to reduce costs -- were already well
known.

"This is an idiosyncratic event that has been festering for years
-- it has nothing to do with the muni credit cycle and has no
credit consequences for any issuer not connected to the county,"
said George Friedlander, chief municipal bond strategist at
Citigroup, according to WSJ.

WSJ also relates Daniel Berger of Municipal Market Data said
Alabama general obligation bonds have been flat recently and
actually improved from two years ago.  The risk premium on five-
year Alabama bonds -- the added yield investors demand to own them
instead of triple-A-rated munis of a comparable maturity -- was
0.22 percentage point Wednesday, compared with 0.40 percentage
point two years ago.

WSJ also notes Chris Mier, managing director at Chicago-based Loop
Capital Markets, said Jefferson County is neither a sign of broad
trouble in public finance nor evidence that bearish analysts were
right when they said a mix of excessive debt, underfunded pensions
and falling tax revenue could trigger a muni market meltdown.  Mr.
Mier said the county's problems predated the 2008 financial crisis
and were made worse by corrupt dealings that led to the conviction
of several local officials on federal charges.  "There's a fraud
component and a lack of oversight component," he said. "There are
several county commissioners in prison. It's a major problem, but
there's no contagion aspect to this, whatsoever."

WSJ meanwhile reports the county's finance Commissioner Jimmie
Stephens has said Jefferson County may be forced to cut an
additional $40 million from its budget in December.  In the past
year, the county has laid off hundreds of employees and cut
services provided by the County Sheriff office, among other
things.


JITENDRA M. VORA: Court Withholds $13T Balance of Counsel Fees
--------------------------------------------------------------
Bankruptcy Judge Dennis Montali allowed Oxana Kozlov, Esq.,
$33,312.50 in fees for her services as counsel to Jitendra Vora.
Ms. Kozlov originally sought $36,312.50 in fees and holds a
$20,000 retainer -- leaving a balance of $16,312.50 to be paid by
Debtor.  The Court said it has no issue with the quality of Ms.
Kozlov's work and the results achieved in this case: working out
agreements with the creditors in two impaired classes and
confirming a plan that paid unsecured creditors in full.  However,
the Court reduced Ms. Kozlov's fees by $3,000 because many of the
tasks performed were non-legal in nature and did not require
assistance of counsel.

Judge Montali withheld approval of payment of the $13,312.50
balance until it is satisfied that payment will not affect the
Debtor's ability to perform his obligations under the plan.  To
that end, the Court directed Ms. Kozlov to confer with the Debtor
and file, no later than Nov. 18, 2011, either an agreed payment
plan (or in the absence of an agreement, her own proposed schedule
of payment (i.e., lump sum or installments, etc.) and an
explanation of how that proposed payment will or will not affect
plan performance.  If the Debtor disagrees with the proposed
payment, he should file an opposition no later than Nov. 30, 2011.

A copy of Judge Montali's Nov. 7, 2011 Memorandum Decision is
available at http://is.gd/NOT0Bhfrom Leagle.com.

Jitendra M. Vora filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 10-30889) in 2010.


LA VILLITA: Seeks Court Okay to Hire Homann Taube as New Counsel
----------------------------------------------------------------
La Villita Motor Inns, J.V., seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to employ Homann, Taube & Summers, L.L.P. as its
replacement counsel.

As reported in the Troubled Company Reporter on Oct. 12, 2011, the
Hon. Ronald B. King disqualified Oppenheimer, Blend, Harrison and
Tate, Inc., as counsel of La Villita Motors at the behest of ORIX
Capital Markets LLC as special servicer for U.S. Bank National
Association.

ORIX asserted a claim against the Debtor in the amount of not less
than $8,564,759 as of the Debtor's bankruptcy filing, and which
arises from that certain promissory note and related loan
documents executed by the Debtor in 1998 and affirmed by a
subsequent final state court judgment.  ORIX said its claim is
secured by substantially all of the Debtor's assets.

Homann Taube began doing work in anticipation of transitioning the
representation on Sept. 27, 2011, in preparation for a meeting
that was conducted the following day.  Accordingly, Homann Taube
requests that its retention be effective nunc pro tunc as of
Sept. 26, 2011.

As counsel, Homann Taube will:

   a) advise the Debtor as to its rights and responsibilities;

   b) take all necessary action to protect and preserve the
      estate of the Debtor, as well as the prosecution of
      actions or adversary or other proceedings on the
      Debtor's behalf;

   c) develop, negotiate and promulgate the Chapter 11 plan
      for the Debtor and prepare the disclosure statement;

   d) prepare on behalf of the Debtor all necessary
      applications, motions, and other pleadings and
      papers in connection with the administration of
      the estate; and

   e) perform all other legal services required by the
      Debtor in connection with the Chapter 11 case.

Hourly rates of attorneys for Homann Taube range from $205 to $505
per hour.  Paralegal hourly rates range from $80 to $165.

The Debtor will also reimburse Homann Taube for expenses it
incurred or will incur.

Separately, the firm is filing a motion authorizing the Debtor to
carve-out $50,000 from cash on hand (which may or may not
constitute cash collateral) to pay to the firm.  The firm has
received a $25,000 retainer and guaranty of an additional $25,000
for fees and expenses from Liaquat Pirani, a principal of the
Debtor.

The Debtor assures the Court that the firm and its professional
does not have any present connection with Debtors, Debtors'
creditors, or other parties-in-interest or (b) holds or represents
any interest adverse to the estate.

                   About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010.  Debra L.
Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


LEE ENTERPRISES: Incurs $8.7 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Lee Enterprises, Incorporated, reported a net loss of $8.76
million on $127.96 million of total advertising revenue for the 13
weeks ended Sept. 25, 2011, compared with net income of $5.19
million on $134.32 million of total advertising revenue for the 13
weeks ended Sept. 26, 2010.

The Company also reported a net loss of $146.68 million on $536.77
million of total advertising revenue for the 52 weeks ended
Sept. 25, 2011, compared with net income of $46.17 million on
$560.10 million of total advertising revenue for the 52 weeks
ended Sept. 26, 2010.

Mary Junck, chairman and chief executive officer, said: "We
continue to drive digital revenue and audiences at a terrific clip
- and, although the economy hasn't been doing us many favors, we
showed some improvement in our overall revenue trend over the last
two quarters.  At the same time, we continue to keep cash costs
under control and, as a result, operating cash flow remains
strong."

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

                        http://is.gd/6ZfIp8

                        About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.

The Company's balance sheet at June 26, 2011, showed $1.18 billion
in total assets, $1.26 billion in total liabilities, and a
$75.71 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Lee to 'B-' from 'B'.  The rating outlook is negative. "The
downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.  "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.

As reported by the TCR on May 6, 2011, Moody's withdrew its
ratings on Lee after the publisher cancelled a planned refinancing
that would have included the upsizing of its first lien senior
secured notes due 2017 to $680 million from $675 million, and
shifting of the coupon on the $375 million senior secured notes
due 2018 to a cash/PIK combination from all cash.  Moody's had
previously assigned Caa1 Corporate Family Rating on Lee.


L.I.F.T. LLC: Seeks to Employ Steffes Vingiello as Counsel
----------------------------------------------------------
L.I.F.T. (Louisiana Institute of Film Technology) LLC asks the
U.S. Bankruptcy Court for the Eastern District of Louisiana for
permission to employ Steffes, Vingiello & McKenzie, L.L.C. as
counsel.

Steffes Vingiello will, among other things:

   (a) advise the Debtor with respect to its rights, powers
       and duties as Debtor and Debtor in Possession in the
       continued operation and management of the business
       and property;

   (b) prepare and pursue confirmation of a plan of
       reorganization and approval of a disclosure statement;

   (c) prepare on behalf of the Debtor all necessary
       applications, motions, answers, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed;

   (d) advise the Debtor concerning and preparing responses
       to applications, motions, pleadings, notices and other
       documents which may be filed by other parties; and

   (e) appear in Court to protect the interests of the Debtor
       before this Court.

The firm will charge the Debtor based on the hourly rates of its
professionals:

     William E. Steffes         $375
     Other Senior Partners      $340
     Other Partners             $320
     Associates                 $245 to $225
     Paralegals                 $90

The Debtor will also reimburse Steffes Vingiello for its actual
and necessary out-of-pocket expenses.

The firm has received a $15,000 retainer fee.

William E. Steffes, Esq., a member at Steffes, Vingiello &
McKenzie, L.L.C., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

New Orleans, Louisiana-based L.I.F.T. (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.

LIFT's bankruptcy counsel may be reached at:

          William E. Steffes, Esq.
          STEFFES, VINGIELLO & MCKENZIE, LLC
          333 Girod Street, Suite 302
          New Orleans, LA 70130
          Tel: 504-299-8892
          Fax: 225-751-1998


LEVEL 3: Files Form 10-Q; Incurs $207-Mil. Third Quarter Net Loss
-----------------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $207 million on $947 million of total revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$163 million on $912 million of total revenue for the same period
during the prior year.

The Company also reported a net loss of $593 million on $2.80
billion of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $570 million on $2.73 billion of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $9.25
billion in total assets, $9.77 billion in total liabilities and a
$523 million total stockholders' deficit.

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

                        http://is.gd/D6Fs4z

                     About Level 3 Communications

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

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


LINDIE BORTON: Plan Violates "Absolute Priority Rule", Denied
-------------------------------------------------------------
Bankruptcy Judge Terry L. Myers denied, in a Nov. 9, 2011
Memorandum of Decision available at http://is.gd/ZuMuOMfrom
Leagle.com, confirmation of the Third Amended Plan of Lindie Kaye
Borton, citing the Debtor's failure to satisfy the "absolute
priority rule" of 11 U.S.C. Sec. 1129(b)(2)(B).  The Court noted
that the Debtor does not propose to pay unsecured creditors 100%
of their claims; in fact, she proposes to pay, over time, less
than 1% of their claims.  That impaired class did not accept the
Plan.  The Court said the Debtor was required to prove that the
Plan was nonetheless fair and equitable, which includes that no
junior interests receive or retain anything under the Plan.  That
required element was not established.

Lindie Kaye Borton filed a voluntary chapter 11 petition (Bankr.
D. Idaho Case No. 09-00196) on Jan. 28, 2009.  Ms. Borton is a
medical doctor, specializing in dermatology.  She holds licenses
in California and Idaho.  During the chapter 11 case, she has
operated a business through a subchapter S corporation, Lindie
Borton, M.D., P.A., dba Sun Valley Skin Center, an entity formed
in 2000 of which she is the sole shareholder.  The corporation has
not filed a petition in bankruptcy.  Her income is derived solely
from the corporation.  Her bankruptcy was and is designed, in
significant part, to deal with personal taxes owed the Internal
Revenue Service and the Idaho State Tax Commission.


LIONCREST TOWERS: Case Dismissal Hearing Continued Until Dec. 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until Dec. 6, 2011, at 10:30 a.m., the hearing to
consider the motion to dismiss the Chapter 11 case of Lioncrest
Towers, LLC.

As reported in the Troubled Company Reporter on March 16, 2011,
Wells Fargo Bank N.A. asked the Court to grant relief from the
automatic stay to allow it to foreclose on its collateral, and to
dismiss the Debtor's case.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.


LOS ANGELES DODGERS: Billionaire Golisano Eyes Bid for Club
-----------------------------------------------------------
The Wall Street Journal's Craig Karmin and Matthew Futterman
report that Tom Golisano, a self-made billionaire who is the
former owner of the Buffalo Sabres hockey team, is preparing to
bid for the Los Angeles Dodgers.  Mr. Golisano told WSJ in an
interview that one of his representatives has been in contact with
the Dodgers and with the Blackstone Group, which is handling the
auction.  The sale price for the franchise is likely to be in
excess of $1 billion, according to sports-finance experts.

WSJ notes the biggest problem for Mr. Golisano is the growing
public campaign, especially in the media, to ensure that the
baseball team's new owner is an "Angeleno."  His outsider status
could count against him when competing against local bidders with
roots and connections in the city, especially after the city's
experience with Frank McCourt, a Boston developer who moved to Los
Angeles after acquiring the Dodgers in 2004.

Mr. Golisano, 69 years old, made his fortune as the founder of
Paychex Inc., a payroll-processing company he started in
Rochester, N.Y., with $3,000 in 1971.  Forbes magazine recently
estimated his wealth at $1.4 billion, but Mr. Golisano said that
number was low, the Journal reports.

The Journal says Mr. Golisano's experience with the Sabres might
work in his favor.  He said that under his ownership, the Sabres'
season-ticket holders nearly tripled to 16,000 and the National
Hockey League team improved from an also-ran to a top contender
after he bought it out of bankruptcy court in 2003 and upgraded
the arena.

The Journal notes Mr. Golisano sold the team earlier this year for
about $175 million for what he said was a substantial profit. He
said he left the team on solid financial footing and that the new
owner is contractually obligated to keep the Sabres in Buffalo.

Mr. Golisano is also known for his unsuccessful runs for governor
of New York state. He helped found the Independence Party of New
York and was its gubernatorial candidate in 1994, 1998 and 2002.
These days he spends most of the year in Naples, Fla., and is
involved with a number of philanthropic causes, including the
William J. Clinton Foundation.

                     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.


LOUIS PEARLMAN: $7.5 Million Accord With MTV Wins Court Approval
----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the trustee in Louis J. Pearlman's bankruptcy has
settled with MTV in a legal battle over the network's "Making the
Band," which spawned the boy band O-Town and its (only) No. 1
single in the U.S., "All or Nothing."

DBR, citing the Palm Beach Daily Business Review, said the $7.5
million deal won bankruptcy-court approval on Oct. 27 and will now
be added to the pot of cash available for Mr. Pearlman's many
creditors.  The creator of the Backstreet Boys and ?N Sync entered
bankruptcy in 2007; the next year, he was sentenced to 25 years in
prison for running a $300 million-plus Ponzi scheme.

DBR recounts that O-Town was formed through a reality-TV
competition broadcast on ABC in 2000.  Mr. Pearlman later sued MTV
and parent Viacom for breach of contract, accusing them of cutting
his ties to the show when it moved to MTV from ABC. The networks
denied all liability.

DBR says another party to the settlement is Bad Boy Records and
Bad Boy Films, owned by Puff Daddy.  The rapper/actor/record label
executive/clothing designer later took over as producer of "Making
the Band," hence his inclusion in the suit.

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate.  He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-575); however, the case is not jointly
administered with the cases of the other Debtors.


M WAIKIKI: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------
M Waikiki LLC has filed with the U.S. Bankruptcy Court for the
District of Hawaii a list of its 20 largest unsecured creditors.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                                             Claim Amount
  ------                                             ------------
Marriott Hotel Services, Inc.
Attn: Kenneth R. Rehmann
10400 Femwood Road
Bethesda, MD 20817                                   $5.4 million

Hawaiian Electric Co., Inc.
P.O. Box 3978
Honolulu, HI 96812                                    $355,448.23

Leis Co.
202 Lalo Street
Kahulul, HI 96732                                     $100,000.00

United Laundry Services, Inc.                          $59,816.00

Communications Pacific                                 $42,125.07

Team Clean                                             $29,639.05

Hansen Food Service                                    $28,738.77

Swank Audio Visuals, LLC                               $23,364.65

Paradise Beverages, Inc.                               $22,480.27

Luce Forward                                           $18,928.16

Torkildson Katz                                        $18,612.97

IS LP                                                  $17,979.00

King Food Services, Inc.                               $17,934.61

Cumming Construction Management                        $17,599.70

Southern Wine & Spirits of Hawaii                      $17,497.00

REH Capital Partners                                   $15,898.66

Premium Incorporated                                    $13554.99

Elite Meetings International, Inc.                     $12,665.00

Youngs Market Company of Hawaii                        $10,596.12

Armstrong Produce                                      $10,413.07

                          About M Waikiki

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

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

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor tapped XRoads Solutions Group, LLC and XRoads
Case Management Services, LLC, as its financial and restructuring
advisor.  Klevansky Piper LLP serves as its general counsel.  The
Debtor disclosed $216,116,142 in assets and $135,085,843 in
liabilities as of the Chapter 11 filing.

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

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


MARION AMPHITHEATRE: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Marion Amphitheatre, LLC
        7 Bayberry Drive
        East Granby, CT 06026

Bankruptcy Case No.: 11-06980

Chapter 11 Petition Date: November 9, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  MCCARTHY LAW FIRM, LLC
                  1517 Laurel Street (29201)
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Fax: (803) 753-6960
                  E-mail: bmccarthy@mccarthy-lawfirm.com

Scheduled Assets: $26,235,309

Scheduled Debts: $23,945,393

The petition was signed by Michael Guarco, Sr., manager-member.

Debtor's List of Its nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
4 Prophets, LLC                    --                  $12,500,000
5545 Netherland Avenue, Apartment 3-C
Riverdale, NY 10471

Shipman and Goodwin, LLP           Legal Services          $53,700
One Constitution Plaza
Hartford, CT 06103

Blum Sharpio                       Accounting Services      $7,900
29 South Main Street
West Hartford, CT 06127

Accounting Solutions               Accounting Services      $7,500

Willcox, Buyck and Williams        Legal Services           $6,000

Murphy Laudati Kiel Buttler and    Legal Services           $5,000
Rattigan, LLC

Coastal Carolina Oil Company       Fuel/Oil                   $335

Robert Sewak                       Personal Services            $1
                                   Contract

Robert E. Lee, Esq.                Legal Services          Unknown


METAL STORM: Rights Issue to Raise up to A$6.6 Million
------------------------------------------------------
Metal Storm announced the details of a non-renounceable pro rata
rights issue of ordinary shares in Metal Storm to shareholders in
Australia, New Zealand and Singapore to raise up to approximately
A$6.6 million.  The Entitlement Offer is not underwritten.

The funds raised will be used as working capital to:

   * continue the development of Metal Storm's current products;

   * allow Metal Storm to reduce its reliance on its equity line
     of credit with Dutchess Opportunity Fund II LP, at least in
     the short term; and

   * cover Metal Storm's ongoing overhead and operating costs.

The Entitlement Offer provides Eligible Shareholders with the
opportunity to subscribe for one new share in the Company for
every share held on the record date (Nov. 3, 2011), at an issue
price of $0.003 per New Share.  Eligible Shareholders may also
apply for New Shares in excess of their entitlements, although any
such application may be scaled back if the Entitlement Offer is
oversubscribed.  The New Shares will be quoted on ASX.  The full
terms of the Entitlement Offer will be set out in the Entitlement
Offer Booklet.

The Entitlement Offer is not subject to a minimum amount of funds
being raised.  As long as the Entitlement Offer is not
oversubscribed, the Company will accept all valid applications for
New Shares in full.

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

                        http://is.gd/S2rwrV

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Proposes to Issue 29.1 Million Ordinary Shares
-----------------------------------------------------------
Metal Storm Limited proposes to issue 29,166,667 ordinary shares
pursuant to a convertible security agreement.

The Company relies on case 1 in section 708A (5) of the
Corporations Act 2001 (Act) in respect of the issue of the Shares.

                          About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Confirms Details of Proposed Debt Forgiveness
----------------------------------------------------------
Metal Storm refers to its recent announcements on Oct. 17, 2011,
and Oct. 25, 2011 in relation to:

   -- the proposed acquisition by the Australian Special
      Opportunity Fund LP (ASOF) of existing secured convertible
      notes with a face value of approximately $13 million;

   -- a non-underwritten, pro rata non-renounceable rights issue
      of ordinary shares in Metal Storm to shareholders in
      Australia, New Zealand and Singapore to raise up to
      approximately $6.6 million; and

   -- ASOF's proposed forgiveness of the face value of part of the
      Secured Notes debt.

The Notes Purchase is subject to a number of conditions including
the approval of noteholders and shareholders to amendments to the
terms of the existing Note Terms and Trust Deed.  Metal Storm
currently expects to hold the necessary meetings of noteholders
and shareholders to seek these approvals in January 2012.  Further
information will be set out in the notices of meeting for the
noteholder and shareholder meetings which are expected to be
despatched in the next four to six weeks.

Since the announcement of the proposed Notes Purchase and Debt
Forgiveness on Oct. 17, 2011, Metal Storm and ASOF have being
discussing the form and substance of the Debt Forgiveness and have
entered into a Deed of Debt Forgiveness which provides that:

   -- ASOF will forgive $1 of face value of its Secured Notes for
      every $1 raised from shareholders under the Entitlement
      Offer, capped at a maximum of $3.6 million;

   -- the Debt Forgiveness is subject to a number of conditions,
      including that the Notes Purchase becomes effective and that
      no insolvency event occurs in relation to Metal Storm; and

   -- the Debt Forgiveness will only become effective once ASOF
      has converted the balance of the Secured Notes it holds into
      shares or on the maturity date of the Secured Notes,
      whichever occurs first.

Metal Storm and ASOF have also entered into a Note Escrow Deed
which will prevent ASOF from selling the Secured Notes that are
the subject of the Debt Forgiveness after the Notes Purchase
becomes effective.

Commenting on the Debt Forgiveness arrangements Metal Storm's CEO,
Dr. Lee Finniear, said that, "ASOF's proposed debt forgiveness
provides a great incentive for eligible shareholders to
participate in the Entitlement Offer.  For every dollar
subscribed, shareholders will not only be providing the Company
with additional working capital but will also be contributing to a
reduction in the Company's outstanding debt.  The Entitlement
Offer Booklet is due to be despatched to eligible shareholders
next week, and I encourage these shareholders to join ASOF by
supporting the Company in this important capital raising
initiative."

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METRO-GOLDWYN-MAYER: No Post-Conf. Jurisdiction to Avoid Taxes
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Metro-Goldwyn-Mayer Inc. was unable to enlist aid
from the bankruptcy court to avoid adverse tax consequences in a
corporate transaction almost one year after implementing a
prepackaged Chapter 11 plan.

According to the report, MGM intends to forgo $122 million owed by
a non-bankruptcy subsidiary.  If the debt were forgiven by court
order as part of a bankruptcy case, there would be no forgiveness
of indebtedness income reportable on tax returns.  To avoid the
taxes, MGM wrapped the forgiveness of debt with a proposed
purchase of debt the subsidiary owes to secured lenders.

The Bloomberg report discloses that on his own, U.S. Bankruptcy
Judge Stewart M. Bernstein raised the question of whether he had
post-confirmation jurisdiction. In a 14-page opinion, he decided
he didn't.  Judge Bernstein said that there was no jurisdiction to
approve debt forgiveness because it had "nothing to do with the
plan, its interpretation or its implementation."  Wrapping debt
forgiveness up with purchasing secured debt didn't help because
the debt wasn't disputed and there was no compromise.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

In December 2010, MGM Inc.'s restructuring became effective, with
exit financing of $500 million in place.  The company's "pre-
packaged" plan of reorganization was confirmed on Dec., 2, 2010,
by the bankruptcy judge in Manhattan.


MF GLOBAL: ICE Clear Completes Transfer or Closure of UK Positions
------------------------------------------------------------------
IntercontinentalExchange disclosed that ICE Clear Europe has
completed the transfer (termination and replacement of contracts)
or closure of all MF Global UK Ltd client and proprietary
positions.  A large number of client positions, together
comprising a substantial majority of MF Global UK Ltd open
interest, were transferred to alternative clearing members at the
request of customers.  The balance of open positions were
liquidated.  Throughout the close-out process, ICE Clear Europe
remained fully collaterized.

"During the last week, ICE Clear Europe and its clearing members
have proactively and determinedly worked with clients across the
globe to efficiently manage the default of MF Global UK Ltd with
minimum impact on the market, the clearing house and its members.
I would like to thank our clearing members, the administrator, the
regulatory authorities and MF Global UK Ltd's clients for their
cooperation and efficiency during the management of this default,"
said Paul Swann, President, ICE Clear Europe.

                     About IntercontinentalExchange

IntercontinentalExchange -- http://www.theice.com/-- is a leading
operator of regulated futures exchanges and over-the-counter
markets for agricultural, credit, currency, emissions, energy and
equity index contracts.  ICE Futures Europe hosts trade in half of
the world's crude and refined oil futures. ICE Futures U.S. and
ICE Futures Canada list agricultural, currencies and Russell Index
markets.  ICE is also a leading operator of central clearing
services for the futures and over-the-counter markets, with five
regulated clearing houses across North America and Europe.  ICE
serves customers in more than 70 countries.

                           About MF Global

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

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

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

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

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)


MGM RESORTS: Files Form 10-Q, Incurs $106.5MM Q3 Net Loss
---------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $106.57 million on $2.23 billion of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$317.99 million on $1.56 billion of revenue for the same period
during the prior year.

The Company also reported net income of $3.25 billion on $5.55
billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.29 billion on $4.58 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 billion in total stockholders' equity.

                        Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

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

                       http://is.gd/QDxk5a

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

                            *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)

The TCR reported on Oct. 18, 2011, that Fitch Ratings upgrades MGM
Resorts International's (MGM Resorts; Issuer Default Rating (IDR)
to 'B-' from 'CCC'.  Fitch also assigns an IDR of 'B-' to
CityCenter Holdings, LLC (CityCenter) and an IDR of 'B+' to MGM
Grand Paradise, S.A. (MGM Grand Paradise).

The 'B-' IDRs for MGM Resorts and CityCenter indicates that
material credit risk remains present given their high leverage,
but there is a limited margin of safety.


NATIONAL ENVELOPE: Committee Aims to Sue Directors & Officers
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the reorganization of National Envelope
Corp. is likely to be converted to liquidation in Chapter 7 at a
Nov. 15 hearing, the official creditors' committee wants the
bankruptcy judge at the same hearing to strip the yet-to-be-
selected trustee of the ability to sue company officers,
directors, and others.

Mr. Rochelle explains that this week the committee filed a motion
describing negotiations with shareholders Joan Levy and Avery
Levy.  They claim to have direct claims against company insiders
that don't belong exclusively to the company.  To compromise the
dispute, the committee and the Levys signed an agreement calling
for joint investigation and joint prosecution of lawsuits, with
proceeds split roughly 50/50 between the Levys and creditors.
At the Nov. 15 hearing on the company's motion to convert the case
to liquidation, the committee wants the judge to approve the
agreement, which in substance would preclude the trustee from
suing insiders or making decisions about settlement.

According to the report, the committee and the Levys say they
intend to investigate and perhaps sue officers and directors, plus
professionals working for NEC both before and after the Chapter 11
filing in June 2010.

                         About NEC Holdings

Uniondale, New York-based National Envelope Corporation was
the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No.
10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


NPC INTERNATIONAL: Moody's Reviews B2 CFR for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of NPC International,
Inc. on review for possible downgrade following the announcement
that NPC's parent company, NPC Acquisition Holdings, LLC, has
entered into a definitive purchase and sale agreement under which
a company formed by private equity firm Olympus Partners will
acquire Parent for an undisclosed amount.

These ratings were placed on review for possible downgrade. The
LGD point estimates are subject to change.

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

-- Senior secured revolver due 2012 at Ba3 (LGD2, 26%)

-- Senior secured term loan due 2013 at Ba3 (LGD2, 26%)

-- Senior subordinated notes due 2014 at Caa1 (LGD5, 80%)

NPC's SGL-3 Speculative Grade Liquidity rating remains unchanged.

RATINGS RATIONALE

In Moody's opinion, the proposed transaction will likely result in
increased financial leverage and higher interest expense. The
review will focus on the impact of the transaction on the
company's debt protection metrics, and the amount and terms of the
debt to be raised in the new company's capital structure. The
review will also consider the ongoing strategies, governance and
financial policies of the new company given the potential change
in ownership, as well as the company's operating trends in light
of continued weak consumer spending and a highly promotional
environment.

NPC's SGL-3 Speculative Grade Liquidity reflects the expectation
for adequate near term liquidity, as the company's current balance
sheet cash and operating cash flow are expected to cover working
capital needs, capital expenditures, and mandatory debt
amortization for the next twelve months. The company's revolver
expires in May 2012 and its term loan matures in May 2013. These
are expected to be refinanced as part of the transaction. However,
should this not occur, the company's ratings could come under
pressure if the term loan is not refinanced well in advance of its
maturity.

The principal methodology used in rating NPC was the Global
Restaurant Industry 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.

NPC International, Inc. is the largest Pizza Hut franchisee
operating 1,153 stores in 28 states with concentration in the
Midwest, South and Southeastern United States. Annual revenues
approach $960 million.


PLATINUM STUDIOS: Authorized Shares Hiked to $2.5 Billion
---------------------------------------------------------
Platinum Studios, Inc., amended its Articles of Incorporation to
increase the total amount of authorized shares to 2,500,000,000.

                       About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $5.61 million
in total assets, $28.44 million in total liabilities, all current,
and a $22.82 million total shareholders' deficit.

The Company is also delinquent in payment of $120,026 for payroll
taxes as of March 31, 2011, and in default of certain of its short
term notes payable.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


POTOMAC BUSINESS: Services Deal With All Clear Awaits Approval
--------------------------------------------------------------
Bankruptcy Judge Robert A. Gordon signed off on a stipulation and
consent order, dated Nov. 8 and available at http://is.gd/l0UB98
from Leagle.com, extending the deadline for the U.S. trustee to
object to Potomac Business Environments LLC's motion for order
approving a temporary management and services agreement with All
Clear Business Solutions, LLC.  The deadline is extended to Nov.
11, 2011.  The extension, according to the Stipulation, permits
the U.S. Trustee to examine the Debtor's representatives regarding
this agreement at the Initial Section 341 Scheduled for Nov. 2,
2011.

Based in Linthicum Heights, Maryland, Potomac Business
Environments LLC filed for Chapter 11 bankruptcy (Bankr. D. Md.
Case No. 11-29198) on Sept. 23, 2011, Judge Robert A. Gordon
presiding.  Paul Sweeney, Esq. -- psweeney@loganyumkas.com -- at
Logan, Yumkas, Vidmar & Sweeney LLC, serves as the Debtor's
counsel.  In its petition, the Debtor estimated assets of $500,001
to $1 million and debts of $1 million to $10 million.  The
petition was signed by Erin O'Donovan, president.


REAL ESTATE ASSOC: Incurs $228,000 Net Loss in Third Quarter
------------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $228,000 on $0 of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $215,000
on $0 of revenue for the same period during the prior year.

The Company also reported a net loss of $645,000 on $0 of revenue
for the nine months ended Sept. 30, 2011, compared with net income
of $457,000 on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.30
million in total assets, $21.22 million in total liabilities and a
$19.92 million total partners' deficit.

In connection with the sale of Hampshire House, approximately
$890,000 of sale proceeds were used at closing to repay one non-
recourse note payable and associated accrued interest during the
nine months ended Sept. 30, 2010.  No such payments were made
during the nine months ended Sept. 30, 2011.  The Partnership
entered into an agreement with the non-recourse note holder for
five other Local Limited Partnerships with notes payable totaling
approximately $2,329,000 and accrued interest of approximately
$5,891,000 at Sept. 30, 2011, in which the note holder agreed to
forebear taking any action under these notes pending the purchase
by the note holder of a series of projects including the
properties owned by nine of the remaining Local Limited
Partnerships.  Management negotiated an extension of the maturity
date on one note payable.  The Partnership entered into an
agreement with the non-recourse note holder for the remaining two
Local Limited Partnerships in which the note holder agreed to
forebear taking any action under these notes in order to permit
the underlying properties of these Local Limited Partnerships to
pursue refinancing of certain indebtedness owed to the respective
housing authorities.  Management is attempting to negotiate
extensions of the maturity dates on these two notes payable.  If
the negotiations are unsuccessful, the Partnership could lose its
investment in the Local Limited Partnerships to foreclosure.

As a result, there is substantial doubt about the Partnership's
ability to continue as a going concern.

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

                        http://is.gd/KCJeW7

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.


REAL MEX: Restaurants Business Up for Auction Jan. 26
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Real Mex Restaurants Inc. creditors' committee
succeeded in slowing down the sale of the business by 17 days
although opposition to final approval of a $49 million loan
failed.  On Nov. 9 the bankruptcy court in Delaware approved
auction and sale procedures where bids are due Jan. 20, followed
by an auction on Jan. 26 and a hearing to approve the sale on
Jan. 30.

According to the report, contending there was no "financial
exigency," the committee opposed quick sale.  Originally, Real Mex
wanted the auction on Jan. 9.  Although no buyer is yet under
contract, the committee also said that a sale to junior
bondholders would leave "unsecured creditors with little prospect
for recovery."

Mr. Rochelle relaes that on Nov. 9 the bankruptcy judge also gave
final approval for a $49 million in secured loan from General
Electric Capital Corp., as agent for existing first-lien lenders.
The committee opposed the loan, contending it would slant the sale
process in favor of second-lien lenders.

                          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.


REHOBOTH HOSPITALITY: Del. Case Transferred to Abilene, Texas
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that it can't be said that bankruptcy judges in Delaware
never send single-asset bankruptcies back to their hometowns.
Last month, U.S. Bankruptcy Judge Kevin Gross in Wilmington
transferred a hotel reorganization to Abilene, Texas, where the
property is located.  The case involved a property with about 200
rooms where more than 90 weren't operational. The swimming pool,
restaurant, and bar also weren't operating, the judge's decision
says. The Chapter 11 filing in September forestalled foreclosure
to occur a few days later.

The report discloses that the hotel's owner sought bankruptcy
protection in Delaware because the partnership was created under
Delaware law.  The property's owner said the principal place of
business was in Pennsylvania where the principals maintained
offices.  Two days after bankruptcy, the secured lender filed a
motion to transfer venue to Abilene.  Judge Gross transferred the
case to Texas, saying valuation of the project would be the
central dispute.  Texas was a better venue, he said, because the
Texas judge would be "better suited" to determine valuation of
local property.  There also would be questions arising under Texas
real property law better handled by a bankruptcy judge in Texas,
Judge Gross said.

Rehoboth Hospitality LP filed a Chapter 11 petition (Bankr. D.
Del. Case No. 11-12798) on Sept. 5, 2011, estimating assets and
debts of up to $10 million.

The Debtor is represented by:

         Elihu Ezekiel Allinson, III, Esq.
         SULLIVAN HAZELTINE ALLINSON LLC
         901 North Market Street, Suite 1300, Suite 1300
         Wilmington, DE 19801
         Tel: (302) 428-8191
         Fax: (302) 428-8195
         E-mail: ZAllinson@SHA-LLC.com


ROSELAND VILLAGE: Hires Gregg & Bailey as Accountants
-----------------------------------------------------
Roseland Village, LLC, sought and obtained authorization from
the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ Gregg & Bailey, P.C.,
as its accountants to provide tax services to the Debtor.

The Debtor proposes to employ G&B at its customary rates for
comparable services.

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

The firm may be reached at:

          GREGG & BAILEY PC
          15871 City View Drive, Suite 302
          Midlothian, VA 23113
          Tel: (804) 897-4700
          Fax: (804) 897-4712
          E-mail: Info@GreggBaileyCPAs.com

Midlothian, Virginia-based Roseland Village, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No.
11-30223) on Jan. 13, 2011.  Bruce E. Arkema, Esq., at
Durrettebradshaw, PLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million.


ROSELAND VILLAGE: All Creditors Paid in Full Over Time Under Plan
-----------------------------------------------------------------
G.B.S. Holding, Ltd., and Roseland Village, LLC, filed with the
U.S. Bankruptcy Court for the Eastern District of Virginia a joint
disclosure statement in support of the Debtors' proposed plan of
reorganization.

The hearing to consider the adequacy of the joint disclosure
statement is to be held on Dec. 7, 2011, at 12:00 p.m.

The Debtors propose to develop the property and pay all creditors
the principal balance owed to them, plus interest at market rates,
over a five (5)-year period.  As a backstop, the Debtors are
proposing to sell or allow a secured creditor to foreclose on the
property that serves as its collateral if payments are not made or
commenced to the satisfaction of the secured creditor at the end
of the fifth year from the Effective Date.

Based on the Debtors' calculations, if Roseland is developed as
they plan, there are sufficient assets to pay all of their
creditors 100% of the obligations owed to them.

Funding for the initial phase of development of infrastructure
will be sourced from deposits from a national builder and, if
necessary, loans from private equity sources.  Partnerships with
various municipal agencies and private investors can also be
developed to fund key components of the project's infrastructure.

Roseland Village owes its secured creditors approximately
$20,782,634.  Unsecured Claims without priority total $490,107.61.
Included in this amount is $422,987 owed to insiders.

On the other hand, GBS owes its secured creditors' Creditors in
the approximate amount of $23,079,101.56.  Unsecured Claims
without priority total $1,243,068.37.  Included in this amount is
$1,122,660.11 owed to insiders.

Equity Holders in both Roseland Village and GBS will maintain the
same equity interest that they had in the Debtors prior to the
filing of the Chapter 11 Petition.  The equity holders will only
receive a distribution if all non-insider creditors receive all
the payments that are set forth in the Plan.

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

        http://bankrupt.com/misc/roselandvillage.dkt69.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.

In its petition, the Debtor estimated assets of $50 million to
$100 million and debts $10 million to $50 million.  The petition
was signed by George B. Sowers, Jr., president, who serves as the
Debtor's designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump represents also
represents Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine (9)-year period.  The property is located
south of Route 288 at its intersection with Woolridge Road.
Development of the assembled parcel will take place in some cases
without regard to the property lines of the original 29 parcels
that comprise the land titled to GBS and Roseland Village.


ROTHSTEIN ROSENFELDT: Ch. 11 Trustee Can't Subpoena Insurance Docs
------------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Perkins of the U.S. Bankruptcy
Court for the Central District of Illinois denied the request of
Herbert Stettin, the Chapter 11 Trustee of the bankruptcy estate
of Rothstein Rosenfeldt Adler, P.A., to compel RLI Insurance
Company to comply with a subpoena for the production of documents
pursuant to Fed. R. Bankr. P. 2004.

Mr. Stettin's motion was filed before the Bankruptcy Court in the
Central District of Illinois since RLI is headquartered in Peoria,
Illinois.

The Debtor allegedly sold fraudulent confidential settlements to a
group of hedge funds known as the Banyon Entities including Banyon
1030-32 LLC.  Perhaps smelling a rat, the Banyon Entities
presciently purchased $70 million in commercial crime insurance
coverage from several insurance carriers, including RLI, insuring
it against employee theft, making sure to add the Debtor as a
covered employee by special endorsement.  The Banyon Entities
subsequently made an insurance claim for employee theft based on
the fraudulent actions of the Debtor.

Disputing the claim, RLI and five other carriers filed an action
on March 22, 2010, in the U.S. District Court for the Middle
District of Florida, to rescind the insurance contracts.  On Aug.
12, 2010, an involuntary Chapter 7 bankruptcy petition was filed
against Banyon 1030-32 LLC in the Southern District of Florida,
thus staying the rescission action.  Mr. Stettin does not claim to
have been appointed trustee for the estate of Banyon 10303-2 LLC
and it is not even clear from the record whether an order for
relief has been entered.

Generally, a claim to proceeds under an insurance policy is owned
by and is an asset of the named insured, subject to sale,
assignment or transfer if not prohibited by state law. Some or all
of the Banyon Entities are the named insureds on the commercial
crime insurance policies; as such, they own the causes of action
against the carriers for the policy proceeds.  The Debtor is not a
named insured and does not own or otherwise have rights to those
claims.  Mr. Stettin does not contend otherwise.

RLI contends that Mr. Stettin's only interest in, and standing to
pursue, the insurance claims is as a potential assignee of or
successor in interest to the Banyon Entities. RLI asserts that Mr.
Stettin has negotiated a settlement agreement with the principals
of the Banyon Entities that would result in a transfer to Mr.
Stettin of "control of the Banyon Entities," including,
presumably, the rights to the insurance claims.  That settlement
agreement is subject to approval by the bankruptcy court for the
Southern District of Florida, which has not yet been given and is
being vigorously opposed by certain interested parties including
the United States Trustee.  It has also been represented that the
Florida bankruptcy court will try the issue of substantive
consolidation of the estates of the Debtor and Banyon 1030-32 LLC
beginning Nov. 14, 2011.

RLI argues that until such time as the settlement agreement is
approved or the estates are consolidated, Mr. Stettin has no
standing to subpoena the insurance files from RLI since the
insurance claims are not yet, and may never be, assets of the
Debtor's estate.  RLI is correct, according to Judge Perkins in
his Nov. 8, 2011 Opinion available at http://is.gd/LlkQP6from
Leagle.com.

The lawsuit is, HERBERT STETTIN, not individually, but as Chapter
11 Trustee of the estate of Rothstein Rosenfeldt Adler, P.A., v.
RLI INSURANCE COMPANY, Adv. Proc. No. 11-8079, (Bankr. C.D. Ill.).

                    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.


SAGAMORE PARTNERS: Amends List of Largest Unsecured Creditors
-------------------------------------------------------------
Sagamore Partners, Ltd., has filed with the U.S. Bankruptcy Court
for the Southern District of Florida an amended list of its 20
largest unsecured creditors.  The Debtor took out Flatiron
Capital, Greenberg Traurig, and Imperial Credit Corporation.  The
Debtor changed Bickerl & Brewer changed to Bickel & Brewer.  The
Debtor also added ITM, Miami-Dade County Tax, and Miami-Dade
County Tax to the list.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
14th Brickell West, Ltd
Attn: Martin W. Taplin
1177 Kane Concourse
Suite 201
Bay Harbor, FL 33154         Loan                  $12,461,953.87

Hall, Lamb & Hall, P.A.
1428 Brickell Avenue
PH
Miami, FL 33131             Professional Services     $534,782.23

Miami-Dade County Tax       Real Estate Taxes
Collector                  (Nov Discounted
                            Amount)                   $349,733.68

Greenberg Traurig
5100 Town Center Circle
Suite 400
Boca Raton, FL 33486        Professional Services     $328,373.93

Social Miami
1671 Collins Ave
Miami Beach, FL 33139       Trade Debt                $235,291.05

Harbour Realty Advisors Inc
1177 Kane Concourse
Suite 201
Bay Harbor, FL 33154        Loan                      $220,714.28

Berger Singerman
350 E Las Olas Boulevard
Suite 1000                  Professional Services
Ft Lauderdale, FL 33301    (Pending Arbitration)      $170,855.02

1177 Kane Concourse Pshp,
Ltd.
1177 Kane Concourse
Suite 201
Bay Harbor, FL 33154        Office Space Rent         $157,046.99

Richard And Richard, P.A.   Professional Services     $139,186.67

The Taplin Company Ltd.     Loan                      $127,418.32

ITM                         Trade Debt                 $95,856.00

Harbour Realty Advisors,    Executory Contract
Inc.                        Re Management
                            Services                   $95,000.00

Fritella Management         Trade Debt                 $79,686.86

Bickel & Brewer             Professional Services      $52,688.37

U.S. Alliance Management
Corp.                       Litigation                 $50,000.00

Florida Dept of Revenue     Sales & Use Tax            $42,589.75

Miami-Dade County Tax       Personal Property
Collector                   Taxes (Nov Discounted
                            Amount)                    $32,265.22

Keith D. Silverstein, P.A.  Professional Services      $31,263.00

Howard Hollander, P.A.      Professional Services      $27,141.96

Boucher Brothers            Executory Contract
Management, Inc.            Re Beach and pool
                            Concessions                $24,434.50

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in both assets and
debts. The petition was signed by Martin W. Taplin, Pres of Miami
Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC, general
partner.


SHASTA LAKE: Court OKs David L. Edwards as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Shasta Lake Resorts LP to employ David L. Edwards as
special counsel to prosecute, on the Debtor's behalf, an action
filed in the Superior Court of the State of California, Shasta
County, against Kenneth Tellstrom.  Papers filed in the bankruptcy
court say compensation will be at the "loadstar rate" applicable
at the time that services are rendered.  No hourly rate, fee
arrangement, retainer arrangement, or fee contract referred to in
application papers is approved.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of about 65 houseboats
primarily out of its Jones Valley Resort on Shasta Lake and its
New Melones Lake Marina.  SLR offers a full service dock at both
Jones Valley Resort and New Melones Lake Marina, with overnight
and year round moorage and small boat and accessory rentals.  SLR
also operates floating stores, which sell everything its customers
may want to complete their houseboating experience, including
grocery items, bait and tackle, water sports and marine items,
unique gifts and apparel.  SLR offers slip rentals at Sugarloaf
Resort on Shasta Lake.

SLR filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif.
Case No. 11-37221) on July 13, 2011.  Judge Christopher M. Klein
is assigned to the case.  Jamie P. Dreher, Esq., at Downey Brand
LLP, in Sacramento, California, represents SLR.  The Debtor
estimated assets of $10 million to $50 million, and debts of
$1 million to $10 million.


SMART MODULAR: S&P Assigns 'B+' Rating to $300-Mil. Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'B+' with a recovery rating of '4' to Newark, Calif.-based
SMART Modular Technologies (WWH) Inc.'s $300 million senior
secured term loan due 2018. "We do not rate the $50 million
first-out revolver due 2016. The '4' recovery rating indicates
expectations for average (30%-50%) recovery in the event of
payment default," S&P said.

The 'B+' corporate credit rating and stable outlook remain
unchanged.

"We expects SMART's trailing-12-month revenues and margins to
decline moderately over at least the next two quarters, primarily
reflecting the negative effect of DRAM price volatility," said
Standard & Poor's credit analyst William Backus. "As a result,
leverage may rise to the 4x area, from current post-transaction
leverage in the low-3x area. However, any changes to credit
statistics over this period are likely to remain within our
expectations for the current rating of under 5x."


SOLYNDRA LLC: Committee Hires BDO USA Units as Advisors & Bankers
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Solyndra, LLC, et al., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ BDO Consulting, a division of BDO USA, LLP, as
financial advisor and BDO Capital Advisors, LLC, as investment
banker, nunc pro tunc to Sept. 16, 2011.

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

                          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.  The Committee has tapped
Blank Rome LLP as counsel.

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: Committee Gets OK to Hire Blank Rome as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors named in the Chapter
11 cases of Solyndra, LLC, et al. sought and obtained permission
from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Blank Rome LLP as counsel.  The
Court also authorized the firm to engage Blank Rome Government
Relations LLC.  The Debtor will reimburse Blank Rome for expenses
BRGR incurred or will incur.

Bonnie Glantz Fatell, Esq., a partner of Blank Rome, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                          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.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as financial advisor and
BDO Capital Advisors, LLC, as investment banker.

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.


SPRING POINTE: Has OK to Hire Ray Quinney as Bankruptcy Counsel
---------------------------------------------------------------
Spring Pointe Development LLC won permission from the Bankruptcy
Court to employ Ray Quinney & Nebeker P.C. as its general
bankruptcy counsel.

Ray Quinney & Nebeker will render services, including:

   a) preparing on behalf of the Debtor any necessary motions,
      applications, answers, orders, reports, and papers, as
      required by applicable bankruptcy or non-bankruptcy law
      dictated by the demands of the case, or requites by the
      Court, and to represent the Debtor in proceeding or hearings
      related thereto;

   b) assisting the Debtor in analyzing and pursuing possible
      business organization; and

   c) assisting the Debtor in analyzing and pursuing any proposed
      disposition of assets of the Debtor's estate.

To the best of the Debtor's knowledge, RQN and its attorneys are
"disinterested persons" as provided in 11 U.S.C. Sections 101(14)
and 327 and do not represent or hold an undisclosed interest
adverse to the interest of the Debtor or its estate.

Michael R. Johnson, Esq. -- mjohnson@rqn.com -- a shareholder and
director of RQN, will be the principal attorney handling this case
for the Debtor.  Mr. Johnson's standard hourly rate is $360.

The firm's rates are:

   Personnel                        Rates
   ---------                        -----
   Shareholders                    $210 to $360/ hour
   Of Counsels                     $255 to $290/ hour
   Associates                      $160 to $220/ hour
   Paralegals                      $115 to $135/ hour

Spring Pointe Development LLC, based in Springville, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on
Sept. 2, 2011.  Judge Joel T. Marker presides over the case.
In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Milton Christensen, managing member.


SPRINT NEXTEL: S&P Assigns 'BB-' Rating to Sr. Guaranteed Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Overland Park, Kan.-based
wireless carrier Sprint Nextel Corp.'s $2.5 billion of senior
guaranteed notes due 2018. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 revolving credit facility. The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of
payment default.

"We also assigned a 'B+' issue-level rating and '4' recovery
rating to the company's $1 billion of senior notes due 2021, to be
issued under rule 144A with registration rights. The '4' recovery
rating indicates our expectation for average (30% to 50%) recovery
in the event of payment default. At the same time, we revised the
recovery rating on Sprint Nextel's existing senior unsecured debt
to '4' from '3' although the 'B+' issue-level rating is
unchanged. The company intends to use the net proceeds from the
new notes for general corporate purposes, which may include the
refinancing of outstanding debt, network modernization, and
potential funding for Clearwire," S&P related.

"The corporate credit rating on Sprint Nextel is 'B+' and remains
unchanged, as does the negative outlook. The rating continues to
reflect a 'highly leveraged' financial risk profile based on our
expectation for free operating cash flow losses through 2013 and
operating lease-adjusted leverage increasing to around 6x by 2012.
The ratings also reflect our assessment of the business risk
profile which remains 'fair.' This assessment incorporates the
company's weak profitability measures relative to its peer group;
significant competition from other wireless carriers, which is
particularly important as the industry continues to show signs of
maturation; and elevated?albeit improving?customer churn rates.
Mitigating factors include Sprint Nextel's position as the third-
largest wireless carrier in the U.S., with a national footprint;
improving subscriber trends and rising average revenue per user
(ARPU), which should lead to modest revenue growth; and industry-
leading data penetration," S&P said.

Ratings List

Sprint Nextel Corp.
Corporate Credit Rating                B+/Negative/--

New Ratings

Sprint Nextel Corp.
Senior Secured
  $2.5 bil guaranteed notes due 2018    BB-
   Recovery Rating                      2
  $1 bil notes due 2021                 B+
   Recovery Rating                      4

Ratings Affirmed; Recovery Rating Revised
                                        To          From
Sprint Nextel Corp.
Nextel Communications Inc.
Sprint Capital Corp.
iPCS Inc.
Senior Unsecured                       B+          B+
                                        4           3


SSI GROUP: Committee Taps Pachulski Stang as Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors named in the Chapter
11 cases of SSI Group Holding Corp. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to employ
Pachulski Stang Ziehl & Jones LLP as counsel nunc pro tunc to
Sept. 23, 2011.

As the Committee's counsel, Pachulski Stang will, among other
things:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtors regarding the
       administration of these Cases;

   (b) assist, advise and represent the Committee with
       respect to the Debtors' retention of professionals
       and advisors with respect to the Debtors' businesses
       and these Cases;

   (c) assist, advise and represent the Committee in analyzing
       the Debtors' assets and liabilities, investigating the
       extent and validity of liens and participating in and
       reviewing any proposed asset sales, any asset
       dispositions, financing arrangements and cash collateral
       stipulations or proceedings;

   (d) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtors' rights
       and obligations under leases and other executory contracts;
       and

   (e) assist, advise and represent the Committee in investigating
       the acts, conduct, assets, liabilities and financial
       condition of the Debtors, the Debtors' operations and the
       desirability of the continuance of any portion of those
       operations, and any other matters relevant to this case or
       to the formulation of a plan.

Compensation will be payable to Pachulski Stang on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred by the firm.

The firm's hourly rates are:

   Designations                Hourly Rates
   ------------                ------------
   Partners                    $550 - $950
   Of Counsel                  $475 - $725
   Associates                  $345 - $495
   Paralegals                  $175 - $255

The professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

   (a) Jeffrey N. Pomerantz    $795 per hour
   (b) Bradford J. Sandier     $675 per hour
   (c) Shirley S. Cho          $650 per hour
   (d) Teddy M. Kapur          $475 per hour
   (e) Beth D. Dassa           $255 per hour
   (f) Lynzy Oberholzer        $245 per hour

The Committee believes that Pachulski Stang does not hold any
interest adverse to any Debtor's estates and, while employed by
the Committee, will not represent any person having an interest
adverse to any Debtor's estate.  The Committee also believes that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                         About SSI Group

SSI Group Holding Corp. sought bankruptcy protection (Bankr. D.
Del. Case No. 11-12917) on Sept. 14, 2011, in Wilmington, after
months of lackluster performance at its two struggling restaurant
chains, which combined operate about 120 locations, and its debts
mounted to $47.5 million.  SSI is behind two southern restaurant
chains -- the healthy Souper Salad chain and "comfort food"-
serving Grandy's restaurants.  SSI reported $23.9 million in
assets as of Aug. 28, 2011.  Judge Mary F. Walrath presides over
the case.  The Debtor is represented by Proskauer Rose LLP and
Cozen O'Connor as counsel and Morgan Joseph TriArtisan LLC as
financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The Debtors are seeking to sell substantially all of their assets.
They initially proposed to sell two business lines: (i) the
Grandy's, a group of restaurants that serve comfort food; and (ii)
the Souper Salad restaurants, which serve soups, salads and baked
goods.  The Debtors will hold an auction on Nov. 15, 2011, at the
offices of Proskauer Rose in New York.

The United States Trustee appointed seven members to the Official
Committee of Unsecured Creditors.  The Committee has tapped
Protiviti Inc. as financial advisors.


SUMMO INC: Court Approves Daniel K. Usiak Jr. as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court District of Colorado authorized Summo
Inc. to employ Daniel K. Usiak, Jr., as counsel to perform all
legal services necessary to assist Debtor in the Chapter 11 case.

The court also approved the retainer for payment of post-petition
fees and costs in the case held in trust by the Usiak Law Firm in
the amount of $11,411.

On Sept. 12, 2011, the Court directed the Debtor to file an
amended motion that will satisfy the disclosure requirements to
establish the disinterestedness of the proposed counsel.  In the
Debtor's previous motion, the Court mentioned that the Debtor
failed to demonstrate and represent to the Court that there are no
facts which would create a conflict.

In the Debtor's amended motion dated Sept. 20, it disclosed that
that the professionals' hourly rates are:

         Mr. Usiak            $250
         Paralegal             $95

Mr. Usiak was paid a $15,000 retainer to be used for payment of
fees and costs incurred during the preparation and administration
of the case; $2,550 was used to pay prepetition attorney's fees,
$1,039 was used to pay the filing fee, leaving a retainer balance
of $11,411, which is property of the estate.  The retainer was
paid by John Musso, the Debtor's owner.

To the best of Debtor's knowledge, Mr. Usiak --
Daniel@usiaklaw.com -- is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

                         About Summo Inc.

Pueblo, Colorado-based Summo Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, serves as the
Debtor's bankruptcy counsel.  The Debtor scheduled $15,845,500 in
assets and $4,809,760 in debts.  The petition was signed by John
Musso, president.

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


SWORDFISH FINANCIAL: Delays Filing of Quarterly Report
------------------------------------------------------
Swordfish Financial, Inc., has encountered a delay in assembling
the information, in particular its financial statements for the
quarter ended Sept. 30, 2011, required to be included in its
Sept. 30, 2011, Form 10-Q Quarterly Report.  The Company expects
to file its Sept. 30, 2011, Form 10-Q Quarterly Report with the
U.S. Securities and Exchange Commission within 5 calendar days of
the prescribed due date.

                     About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

The Company's balance sheet at June 30, 2011, showed $3.84 million
in total assets, $5.71 million in total liabilities and a $1.86
million total stockholders' deficit.

The Company reported a net loss of $2.69 million on $0 of net
sales for the year ended Dec. 31, 2010, compared with a net loss
of $1.94 million on $0 of net sales during the prior year.

As reported by the TCR on April 25, 2011, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.


TBS INTERNATIONAL: Incurs $22 Million Third Quarter Net Loss
------------------------------------------------------------
TBS International plc reported a net loss of $22.04 million on
$95.68 million of total revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $10.88 million on
$99.75 million of total revenue for the same period a year ago.

The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period during the prior year.

Ferdinand V. Lepere, Senior Executive Vice President and Chief
Financial Officer, commented: "TBS' results for the third quarter
2011 reflect the weakness in the global marketplace for the
transportation of dry bulk cargo, along with the over-supply of
dry bulk vessels which continues to have an adverse effect on
freight rates and the continued high cost of fuel.  During the
third quarter 2011, revenues decreased by 4.1%, compared to the
same period in 2010."

"The Company was not in compliance with all financial covenants
relating to its debt at September 30, 2011.  We have classified
the entire amount of outstanding debt as a current liability in
the consolidated balance sheet at September 30, 2011, in
accordance with U.S. GAAP."

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

                        http://is.gd/HwLPJ4

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company's selected balance sheet data at June 30, 2011, showed
$662.84 million in total assets, $336.38 million in total debt,
and $268.43 million in total shareholders' equity.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


THORNBURG MORTGAGE: Banks Seek to Withdraw Reference of Lawsuit
---------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir signed off on another stipulation
and consent order revising the schedule for responses regarding
(i) the defendants' joint motion to dismiss a first amended
complaint and (ii) the defendants' motion to withdraw the
reference of the lawsuit, JOEL I. SHER in his capacity as Chapter
11 Trustee for TMST, INC., TMST HEDGING STRATEGIES, INC., and TMST
HOME LOANS, INC., v. JPMORGAN CHASE FUNDING INC., et al., Adv.
Proc. No. 11-00340 (Bankr. D. Md.).  Pursuant to the Stipulation,
the Chapter 11 Trustee has until Dec. 12, 2011, to oppose
Dismissal Motion; and until Dec. 15, 2011, to oppose the
Withdrawal Motion.  The Defendants have until Jan. 9, 2012, to
file a reply or replies to the Trustee's Opposition to Withdrawal;
and until Feb. 14, 2012, to file a reply or replies to the
Trustee's Opposition to Dismissal.

A copy of the Nov. 7 stipulation is available at
http://is.gd/dXJUkMfrom Leagle.com.

As reported by the Troubled Company Reporter on May 3, 2011, the
TMST Trustee sued Wall Street banks for $2.2 billion, alleging
they engaged in series of "collusive" and "predatory" schemes that
eventually drove Thornburg into bankruptcy.  The defendants
include:

     * J.P. Morgan Chase & Co.,
     * Citigroup Inc.,
     * Goldman Sachs Group Inc.,
     * Bank of America,
     * Countrywide Home Loans,
     * subsidiaries of Barclays PLC,
     * Credit Suisse Group,
     * Royal Bank of Scotland Group PLC, and
     * UBS AG

In the suit against BofA and Countrywide, the Trustee contends
Countrywide misrepresented the nature of hundreds of home loans
securitized and sold to Thornburg in 2006; and that Bank of
America, now Countrywide's parent, has "engaged in an elaborate
corporate shell game" intended to shed Countrywide's liabilities.
The Trustee is asking the bankruptcy judge overseeing the
Thornburg case to force the bank to repurchase the loans.

Counsel for JPMorgan Chase Funding Inc. (as successor to Bear
Stearns Investment Products Inc.) are Roberta A. Kaplan, Esq., and
Brian S. Hermann, Esq. -- rkaplan@paulweiss.com and
bhermann@paulweiss.com -- at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP, in New York; and Lori Simpson, Esq. --
lsimpson@bdslegal.com -- at BISHOP, DANEMAN & SIMPSON, LLC, in
Baltimore, Maryland.

Attorneys for Credit Suisse Securities (USA) LLC and Credit Suisse
International are Todd M. Brooks, Esq., John F. Carlton, Esq., and
Todd M. Brooks, Esq. -- jcarlton@wtplaw.com -- at WHITEFORD TAYLOR
PRESTON LLP, in Baltimore, Maryland; and Douglas K. Mayer, Esq.,
and David C. Bryan, Esq. -- dkmayer@wlrk.com and dcbryan@wlrk.com
-- at WACHTELL, LIPTON, ROSEN & KATZ, in New York.

Eric Kuwana, Esq. -- eric.kuwana@kattenlaw.com -- at KATTEN MUCHIN
ROSENMAN LLP in Washington, DC; and David Bohan, Esq., and John
Sieger, Esq. -- david.bohan@kattenlaw.com and
john.sieger@kattenlaw.com -- at KATTEN MUCHIN ROSENMAN LLP,
Chicago, Illinois, argue for UBS AG (as successor to UBS
Securities, LLC).

Counsel for Citigroup Global Markets, Ltd. and Citigroup Global
Markets, Inc., are Israel Dahan, Esq., Deryck A. Palmer, Esq., and
Israel Dahan, Esq. -- deryck.palmer@cwt.com and
israel.dahan@cwt.com -- at CADWALADER, WICKERSHAM & TAFT LLP, in
New York.

Attorneys for RBS Securities Inc. f/k/a Greenwich Capital Markets,
Inc. and Greenwich Capital Derivatives, Inc. and Royal Bank of
Scotland plc are Bennett L. Spiegel, Esq., and Erin N. Brady, Esq.
-- blspiegel@jonesday.com and enbrady@jonesday.com -- at JONES DAY
in Los Angeles, California; and Jane Rue Wittstein, Esq. --
jruewittstein@jonesday.com -- at JONES DAY, in New York, and
Miguel Eaton, Esq. -- meaton@jonesday.com -- at JONES DAY in
Washington, DC.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TIMES SQUARE: S&P Affirms Rating on Certificates at 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Times
Square Hotel Trust's mortgage and lease amortizing certificates to
positive from stable. "At the same time, we affirmed the 'BB+'
rating on the certificates," S&P said.

"The action follows our Nov. 3, 2011, outlook revision on Starwood
Hotels & Resorts Worldwide Inc. (BB+/Positive/--) to positive and
corporate credit rating affirmation (for more information, see
'Starwood Hotels & Resorts Worldwide Inc. 'BB+' Rating Affirmed;
Outlook Revised To Positive,' published Nov. 3, 2011)," S&P
related.

The rating on the Times Square Hotel Trust transaction is based on
the payments and obligations made by Starwood pursuant to a
triple-net-lease for the W New York - Times Square Hotel on
Broadway at 47th Street in Manhattan.


VITRO SAB: Creditors See Nothing New in Revised Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group holding some of Vitro SAB's $1.2 billion of
defaulted bonds said that a reorganization proposed by the
conciliator late last month in the Mexican court is "virtually
identical" to the Mexican glassmaker's own proposal from December
2010.

According to the report, although the conciliator's proposal was
advertised by Vitro as having economic improvements for debt
holders, the ad hoc bondholder group says the new provisions are
inconsequential because the company still would have the right to
repurchase newly issued convertible debentures at a steep discount
to face value.  In addition, the debentures can't be converted to
stock absent a payment default.

In their filing in U.S. Bankruptcy Court in Dallas, the
bondholders also take issue with a new provision in the
conciliator's plan which would deny a distribution to any
bondholder that doesn't consent. The bondholders call it a "highly
coercive provision which discriminates against nonconsenting
creditors."

Mr. Rochelle discloses that the bondholders, as they have done
consistently, are opposed to the Mexican reorganization plan
because shareholders of Vitro could retain ownership while
bondholders aren't being paid in full.  The bondholders cite an
"independent analyst" who estimates the Mexican plan is worth 49%
to 54% of creditors' claims.

                         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.


WILLIAM LYON HOMES: Has Exchange Offer on Default Notes
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that William Lyon Homes Inc. announced an exchange offer
that will swap senior notes for equity while generating $85
million in new cash.  Holders of 64% of the $284 million in senior
unsecured notes support the arrangement where the existing debt
will be exchanged for $75 million in new secured notes plus 28.5%
of the common equity.

According to the report, the Lyon family will invest $25 million
in return for 20% of the common stock and warrants for another
9.1%. Senior secured lenders are to receive a 10.25%, three-year
note for $235 million.  There will be a rights offering to buy $10
million in common stock and $50 million in convertible preferred
stock, representing 51.5% of the new equity.  A noteholder has
agreed to buy any of the offering that isn't purchased.  The
company said it expects the offering will be concluded in the
first quarter of 2012. Definitive agreements already have been
signed, the company said in a statement.

The company didn't make the $7.5 million interest payment that was
due Oct. 1 on $138.8 million in 10.75% senior notes due 2013.  The
notes last traded Nov. 9 at 23 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $77.8 million in 7.5% senior notes due
2014 last traded Nov. 10 at 30.75 cents on the dollar, Trace
reported.

                     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 reported a $22.4 million net loss for the six months
ended June 30, 2011, on revenue of $101.9 million.  The operating
loss for the half year was $12.5 million.

                           *     *     *

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.


* Circuit Asks Stern Advice on Fraudulent Transfer Case
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a fraudulent transfer case was argued before the U.S.
Court of Appeals in San Francisco on Oct. 13.  Last week, the
appeals court invited anyone to file a friend-of-the-court brief
on the question of whether the Stern v. Marshall opinion in June
from the U.S. Supreme Court prohibits bankruptcy courts from
"entering a final, binding judgment on an action to avoid a
fraudulent conveyance."  The appeals court also wants to know if
the bankruptcy court instead could submit a report and
recommendation to the district judge.  The Stern opinion ruled
that a bankruptcy judge lacked constitutional authority to enter a
final judgment on a state-law counterclaim against a creditor when
the counterclaim wouldn't be decided in the course of passing on
the creditor's claim.  The case is Executive Benefits Insurance
Agency v. Arkinson (In re Bellingham Insurance Agency Inc.),
11-35162, U.S. 9th Circuit Court of Appeals (San Francisco).


* Large Bronx Estate Gets Another With Bankruptcy Auction
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that back in 1980, a plan to
develop a wooded estate property in the Bronx seemed like a
brilliant compromise for both environmentalists trying to preserve
a natural area and real-estate interests looking to put up houses
there.


* BOOK REVIEW: Abraham Zaleznik's Learning Leadership
-----------------------------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership. Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.
With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities. The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."
This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders.  Some tales
are cautionary.  The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action.  Taken together,
the two examples suggest that balance is needed for good
leadership.  Andrew Carnegie exemplifies the struggle between
charisma and guilt that affects some leaders.  Frederick Winslow
Taylor is seen by the author as an obsessed leader.  From his
behavior in the Sicilian campaign in World War II, General Patton
is characterized as a leader who violated the code binding leaders
and those they lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive.  The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.


                           *********

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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