TCR_Public/111116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 16, 2011, Vol. 15, No. 318

                            Headlines

ACCESS PHARMACEUTICALS: Enters Into Purchase Pacts to Sell Units
AES THAMES: Proposes Open Auction for Coal-Fired Facility
AMBAC FIN'L: Inches Closer to Settlement With IRS Over Taxes
AMERICAN SCIENTIFIC: Files Form S-1, Registers 5.8 Million Shares
AMR CORP: Pilot Contract Progress Key to Avoid Chapter 11 Filing

APPLIED MINERALS: David Taft Discloses 28.3% Equity Stake
AVANTAIR INC: Incurs $1.7 Million Net Loss in Q1 Fiscal 2012
BARNES BAY: Hearing Tomorrow on Case Dismissal
BEACON POWER: Court OKs Epiq Bankruptcy Solutions as Claims Agent
BEACON POWER: Employs Potter Anderson as Counsel

BEACON POWER: Employs CRG Partners as Financial Advisors
BIOCORAL INC: Delays Filing of Quarterly Report on Form 10-Q
BLITZ U.S.A.: Hires Kurtzman Carson Consultants as Claims Agent
BLITZ U.S.A.: Section 341(a) Meeting Scheduled for Dec. 21
BLUEKNIGHT ENERGY: Swank Capital Owns 9.8% of Series A Shares

CAPSTONE TURBINE: Reports $1.3 Million Net Income in Sept. 30 Qtr.
CARDICA INC: Posts $3 Million Net Loss in Sept. 30 Quarter
CARPENTER CONTRACTORS: Plan Outline Hearing Set for Dec. 2
CATHOLIC CHURCH: Adam Balick Named Arbitrator in Wilm. Case
CATHOLIC CHURCH: Wilm. Trustee's Objection to Tort Claim No. 10

CATHOLIC CHURCH: Milw. Wants Plan Filing Exclusivity Until June 4
CENTENNIAL PARK: Court Accepts Bank Lender's $3MM Valuation
CHEF SOLUTIONS: Has Final Approval for $38 Million in Loans
CHINA DU KANG: Delays Filing of Quarterly Report on Form 10-Q
CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market

COMMUNITY BANK: Closed; Century Bank Assumes All Deposits
COMMUNITY HEALTH: Fitch Rates Proposed $1-Bil. Sr. Notes at 'B'
COMPREHENSIVE CARE: Board OKs Robert Kulbick as President
CROSS BORDER: Files Form 10-Q, Incurs $249,555 Q3 Net Loss
CRYSTAL CATHEDRAL: Campus to Be Sold to Chapman or Roman Catholic

DANCING BEAR: U.S. Trustee Wins Dismissal of Case
DAYBREAK OIL: Receives $250,000 Advance Credit from UBS Bank
DEEP DOWN: Reports $606,000 Third Quarter Net Income
DELTA PETROLEUM: Lowered by S&P to 'CCC-' on Funding Woes
DEX MEDIA WEST: Bank Debt Trades at 41% Off in Secondary Market

DPAC TECHNOLOGIES: Terminates All Offerings of Common Stock
DUNE ENERGY: To Pursue Prepack Ch. 11 if Exchange Fails
DUTCH GOLD: Delays Filing of Quarterly Report on Form 10-Q
DYNEGY INC: U.S. Bank Wants Examiner to Probe Insiders
DYNEGY INC: Debtors Propose to Continue Energy Marketing & Sale

DYNEGY INC: Debtors Propose to Pay Prepetition Employee Wages
DYNEGY INC: Debtors Propose to Pay Critical Vendors' Claims
DYNEGY INC: ISDA Names Bonds Deliverable Into Auction
DYNEGY INC: Meeting to Form Creditors' Committee Today
EAGLE BULK: Posts $5.9 Million Net Loss in 2011 Third Quarter

EASTERN LIGHT: Receives Notice of Non-Compliance From NYSE Amex
EMPIRE RESORTS: Reports $867,000 Third Quarter Net Income
ENER1 INC: Delays Filing of Quarterly Report on Form 10-Q
ENTECH SOLAR: Posts $2.0 Million Net Loss in 2011 Third Quarter
EPICEPT CORP: Files Form 10-Q, Incurs $5.4 Million Q3 Net Loss

EVERGREEN ENERGY: Receives Non-Compliance Notice from NYSE Arca
FAIRFIELD SENTRY: Liquidators Amend $919-Mil. Suit vs. Manager
FILENE'S BASEMENT: Shareholder Says Syms is Solvent
FILENE'S BASEMENT: Shareholders May Get Committee in Syms Ch. 11
FILENE'S BASEMENT: Shareholders, Creditors Protest Sale Plan

FRIENDLY ICE CREAM: Kirkland & Ellis OK'd as Bankruptcy Counsel
FRIENDLY ICE CREAM: Zolfo Cooper OK'd as Bankruptcy Consultants
FRIENDLY ICE CREAM: Creditors Committee Taps Akin Gump as Counsel
FRIENDLY ICE CREAM: Pachulski Stang Approved as Bankruptcy Counsel
FUNXION LLC: Court Rejects Landlord's Proposed Order

GENTA INC: Incurs $26.3 Million Third Quarter Net Loss
GOLD RESERVE: Toronto Stock Exchange Reviews Firm's Listing
GLOBAL FOOD: Posts $1.0 Million Net Loss in Third Quarter
GLOBAL TEL*LINK: S&P Affirms 'B' Corporate Credit Rating
GREAT ATLANTIC: $490MM Yucaipa Funding Underpins Chapter 11 Plan

GREENSHIFT CORP: To Effect a 1-for-1000 Reverse Stock Split
GUIDED THERAPEUTICS: Amends 2.6 Million Common Shares Offering
HARRISBURG, PA: Council Attorney Asks IRS to Probe City Bonds
HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
HCSB FINANCIAL: Posts $3.3 Million Net Loss in Third Quarter

HEARTLAND GOLF: Files for Bankruptcy to Avert Foreclosure Sale
HOLDINGS OF EVANS: Hearing on Access to Cash Continued to Nov. 21
HOLDINGS OF EVANS: Wants to Pay Escrow Shortage by Nov. 30
HOLDINGS OF EVANS: Wants to Borrow $100,000 From G.B. Sharma
HOVNANIAN ENT: Fitch Affirms 'C' Rating on Sr. Unsecured Notes

I/OMAGIC CORP: Inks Third Amendment to Laro Properties Lease
IDEARC INC: 3rd Cir. Affirms Dismissal of Shareholder Suit
INDEPENDENCE TAX III: Reports $350,000 Net Income in June 30 Qtr.
INFUSION BRANDS: Delays Filing of Quarterly Report on Form 10-Q
JACKSON & PERKINS: Blackstreet Completes Sale for $12.8 Million

JEFFERSON COUNTY, AL: Bank of New York Backs Receiver
JEFFERSON COUNTY: S&P Lowers Ratings on Warrants to 'C'
JEFFERSON COUNTY: S&P Lowers Rating on School Warrants to 'B'
JEFFERSON COUNTY: S&P Puts 'C' Rating on Warrants on Watch Neg.
KINGFISHER AIRLINES: Must Raise Fresh Funds Before Restructuring

LAKE PLEASANT: Plan Outline Hearing Continued Until Dec. 13
LAS VEGAS MONORAIL: Settles Objections of All Creditors
LEVELLAND/HOCKLEY COUNTY: Houlihan Lokey OK'd as Financial Advisor
LIQUIDMETAL TECHNOLOGIES: Posts $7.4MM 3rd Quarter Net Income
LOS ANGELES DODGERS: To Solicit Bids for TV Broadcasting Rights

LOUISVILLE ORCHESTRA: Musicians Want More Time to Review Offer
MACROSOLVE INC: Incurs $614,000 Third Quarter Net Loss
MARION AMPHITHEATRE: Section 341(a) Meeting Scheduled for Dec. 12
MEDICAL BILLING: Incurs $38,000 Net Loss in Third Quarter
MERCANTILE BANCORP: Intends to Delist Shares From NYSE Amex

MF GLOBAL: U.S. Trustee Appoints Official Committee of Creditors
MF GLOBAL: Files Amended List of 30 Largest Unsec. Creditors
MF GLOBAL: Deadline to Transfer Accounts Expired Nov. 11
MF GLOBAL: Deadline to File Non-Cash Claims Expired Nov. 15
MF GLOBAL: Giddens Wins Nod to Issue Subpoenas

MF GLOBAL: Clearing Firms Begin Dividing Former Clients
MF GLOBAL: Fires Workers, Offered $250 Million Loan
MF GLOBAL: Klehr Harrison WARN Act Lawsuit Seeks $25 Million
MF GLOBAL: ICE Clear Canada Completes Transfer of Canada Positions
MILESTONE SCIENTIFIC: Incurs $637,000 Net Loss in 3rd Quarter

MUNICIPAL MORTGAGE: Incurs $18.5 Million 3rd Quarter Net Loss
M.W. SEWALL: Shuts Final Chapter on Family Fuel Business
NCOAT INC: Plan Outline Hearing Scheduled for Dec. 15
NETWORK CN: Charles Liu Appointed to Board of Directors
NEW ENGLAND: Granted Until March to Regain NYSE Amex Compliance

NEWPAGE CORP: Critical Vendor Cap Set at $20MM Under Amended Order
NORTHCORE TECHNOLOGIES: Incurs C$820,000 3rd Quarter Net Loss
OMNICOMM SYSTEMS: Reports $510,000 Third Quarter Net Income
OPTIONS MEDIA: Appoints Dr. Ervin Braun as Director
OSAGE EXPLORATION: Incurs $142,000 Third Quarter Net Loss

OZBURN-HESSEY HOLDING: S&P Lowers Corporate Credit Rating to 'B-'
PACIFIC AVENUE: Judge Hodges Rejects Bid to Disqualify Attorney
PILGRIM'S PRIDE: Settles Securities Fraud Suit for $1.5 Million
PIONEER NATURAL: S&P Raises Corp. Credit Rating From 'BB+'
PHARM'L PRODUCT: S&P Assigns Prelim. 'B+' Corp. Credit Rating

PHILADELPHIA ORCHESTRA: Seeks Longer 'Exclusivity'
PRESIDENTAL REALTY: Delays Filing of Quarterly Report
PRIME RESTAURANTS: Ontario Court OKs Dec. 12 Special Meeting
PURADYN FILTER: Incurs $497,000 Net Loss in Third Quarter
QUANTUM FUEL: Files Form S-3; Registers 2.9 Million Common Shares

R & J MOTORS: Says Cash Use Will Adequately Protect Firstbank
REAL MEX: Committee Hires Bankruptcy Professionals
REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
RENASCENT INC: Combined Hearing on Plan & Disc. Statement Dec. 8
REVEL ENTERTAINMENT: Bank Debt Trades at 11% Off

RIVER ISALND: Court Sets Dec. 13 Disclosure Statement Hearing
SAND SPRING: Files List of Equity Security Holders
SEAT PAGINE: Lenders Agree in Principle to Restructuring Deal
SECURITY NATIONAL: Gets Interim Access to Cash, Dec. 6 Hearing Set
SECURITY NATIONAL: BofA Wants Motion to Critical Provider Denied

SEQUENOM INC: FMR LLC Discloses 4.7% Equity Stake
SHERIDAN GROUP: Incurs $963,225 Net Loss in Third Quarter
SILVERSUN TECHNOLOGIES: Incurs $14,000 Third Quarter Net Loss
SMART-TEK SOLUTIONS: Delays Filing of Quarterly Report
SPANISH BROADCASTING: Posts $8.7 Million Third Quarter Net Income

SP NEWSPRINT: Files Chapter 11 to Maximize Going Concern Value
SPECTRAWATT INC: Files Creditor Payout Plan in Wake of Auction
SPECTRAWATT INC: Court Approves Brad Walker as CRO and CEO
SPECTRAWATT INC: Seeks to Hire McCabe & Mack as Local Counsel
STELLAR GT: Winning Bid to Be Presented at Nov. 18 Plan Hearing

SUFFOLK BANCORP: Intends to Appeal Notice of NASDAQ Delisting
SUNVALLEY SOLAR: Delays Filing of Quarterly Report on Form 10-Q
SUSTAINABLE ENVIRONMENTAL: Amends Form S-8 Registration Statement
SW BOSTON: Wins Plan Confirmation Over Prudential's Challenge
TALON INTERNATIONAL: Incurs $126,000 Third Quarter Net Loss

TELEFLEX INC: S&P Affirms 'BB' Corporate Credit Rating
TRADE UNION: Court Approves Settlement with Bank Group Lenders
TRANSATLANTIC PETROLEUM: Posts $328,000 Net Loss in 3rd Qtr.
TRANSWEST RESORT: Court Sets Nov. 28 Plan Confirmation Hearing
TRAVELPORT HOLDINGS: Incurs $26 Million Net Loss in 3rd Quarter

TRAVELPORT INC: Bank Debt Trades at 14% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 38% Off in Secondary Market
TRIUS THERAPEUTICS: Reports $14.3-Mil. 3rd Quarter Net Income
TRONOX INC: Environmental Liability Suit Trial Set for May 15
TROPICANA ENT: Proposes Liberty Mutual Settlement

TROPICANA ENT: Wimar Asserts Priority Treatment of Claim
TROPICANA ENT: LandCo Debtors File 3rd Qtr. Post-Conf. Report
TROPICANA ENT: OpCo Debtors File 3rd Qtr. Post-Conf. Report
TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
UNIGENE LABORATORIES: Discloses Results of Phase 3 SMC021 Study

UNILIFE CORPORATION: Posts $9.7 Million Net Loss in Sept. 30 Qtr.
UNI-PIXEL INC: Incurs $1.8 Million Net Loss in Third Quarter
URANIUM ONE: S&P Assigns 'BB-' Long-Term Corp. Credit Rating
VERECLOUD INC: Amends March 31 Quarterly Report
VERECLOUD INC: Incurs $1.2 Million Net Loss in Q1 Fiscal 2012

VERENIUM CORP: Reports $5.8 Million Third Quarter Net Income
VEY FINANCE: Compass Bank Files Liquidating Plan
VYCOR MEDICAL: Amends 93.6 Million Common Shares Offering
WALKABOUT CREEK: Court Says Plans Fail Feasibility Test
WARNER MUSIC: Brian Roberts to Become Chief Financial Officer

WAVE SYSTEMS: Incurs $1.8 Million Net Loss in Third Quarter
WILLIAM SWITZER: Chapter 15 Case Closed at Monitor's Behest
WIND WORKS: MNP LLP Raises Going Concern Doubt
WINDRUSH SCHOOL: Files Schedules of Assets and Liabilities
WOLF MOUNTAIN: Disclosure Statement Hearing Today

WORLDGATE COMMUNICATIONS: Incurs $790,000 3rd Quarter Net Loss
WOODEND LLC: Deer Track Pulled Out of Foreclosure Sale
YACOOBIAN ENTERPRISES: Creditor Wants to Foreclose on 3 Hotels

* ESBA Named 2011 Outstanding Turnaround Firm by Beard Group

* No Withdrawal Until Bankruptcy Judge Rules on 'Core'

* Upcoming Meetings, Conferences and Seminars



                            *********

ACCESS PHARMACEUTICALS: Enters Into Purchase Pacts to Sell Units
----------------------------------------------------------------
Access Pharmaceuticals, Inc., as of Nov. 1, 2011, entered into
securities purchase agreements with accredited investors whereby
the Company agreed to sell certain units to these investors.  Each
unit consists of one share of the Company's common stock, par
value $0.01 per share and a warrant to acquire 0.50 shares of
Common Stock at an exercise price of $1.67 per share of Common
Stock with a term of two and one half years and a warrant to
acquire 0.50 shares of Common Stock at an exercise price of $2.00
per share of Common Stock with a term of five years.  The units
will be issued at a price of $1.45 per unit.  In connection with
the Company's proposed offering of up to approximately 3.71
million units for an aggregate purchase price of up to
approximately $5.39 million, the Company announced on Nov. 2,
2011, the receipt of commitments from investors to purchase
approximately 2.35 million units for an aggregate purchase price
of approximately $5.2 million.  Since that date, the Company has
received additional commitments from investors to purchase an
additional 135,000 units for an additional purchase price of
approximately $196,000.  The Company closing occurred Thursday,
Nov. 10, 2011.

The Warrants issued upon closing will be exercisable for an
aggregate of up to approximately 3.71 million shares of the
Company's Common Stock with one half of the shares (1.86 million
shares) at an exercise price of $1.67 per share and one half of
the shares (1.86 million share) at an exercise price of $2.00 per
share.  Under certain circumstances, the warrants can also be
exercised on a cashless basis.  One half of the warrants (1.86
million shares with an exercise price of $1.67 per share) will
expire two and one half years from the date of issuance and one
half of the warrants (1.86 million shares with an exercise price
of $2.00 per share) will expire five years from the date of
issuance.  The warrant exercise price is subject to adjustment,
under certain circumstances, including an equitable adjustment for
stock splits, dividends, combinations, reorganizations and the
like.

                    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.


AES THAMES: Proposes Open Auction for Coal-Fired Facility
---------------------------------------------------------
AES Thames LLC determined that its coal-fired facility in
Uncasville, Conn., would be most profitable if it ran only at
certain periods, depending on the cost of production versus sale
price for electricity.  In order to obtain the maximum sale price
for the facility, a potential purchaser would likely want to
operate this winter season in order to capitalize on the
Facility's limited window of profitable operations.  Thus, the
Debtor, through its financial advisor, Houlihan Lokey Capital,
Inc., began to market its assets to potential purchasers in the
summer of 2011.  However, no party has executed a binding asset
purchase agreement to date.

AES Thames, LLC, has determined, in its reasonable business
judgment, that given its liquidity constraints, conducting an open
auction for its assets is in the best interests of its estate,
creditors, and stakeholders.

As a result, the Debtor seeks entry of an order approving the
proposed bidding procedures for a sale of substantially all of the
Debtor's assets.  The Debtor also seeks approval of the selection
of a Stalking Horse bidder and allowing the Debtor to enter into a
proposed sale according to the terms of an asset purchase
agreement, subject to Court approval.  In addition, the Debtor
seeks approval of the Break-Up Fee, if applicable, for the benefit
of the Stalking Horse and the Debtor's estate.

The proposed bidding procedures set Nov. 23, 2011, at 4:00 p.m.
(ET) as the deadline for a purchaser to submit an APA for
consideration for selection as serving as the Stalking Horse.  In
addition, Dec. 2, 2011, at 4:00 p.m. (ET) is the deadline for the
submission of bids other than a Stalking Horse Bid.  The auction
for the Debtor's assets will be on Dec. 6, 2011, at 10:00 a.m.
(ET).  The hearing to approve the sale is set on Dec. 7, 2011, to
consider the sale of assets to the Stalking Horse or other party
that is the successful bidder at the Auction.

After acceptance of an offer from a Stalking Horse bidder, the
Debtor will file a notice of the accepted offer, which will
include identification of the Stalking Horse; identification of
the Assets to be purchased; the proposed purchase price; the
deposit paid by the Stalking Horse; and a copy of the executed
APA.

The Debtor seeks approval of standard a break-up fee for the
Stalking Horse on terms that are similar to those routinely
approved by courts in this district.  A Stalking Horse is unlikely
to serve as a stalking horse bidder without the approval of the
protections.  As part of the Bidding Procedures Order, the Debtor
seeks approval of a break-up fee equal to 3% of the purchase
price.

As part of the Proposed Sale, the Debtor may assume and assign to
the Purchaser certain executory contracts and unexpired leases.
As soon as practicable, but no later than 10 days prior to the
Sale Hearing and following the selection of the Stalking Horse, if
applicable, the Debtor will file and serve the Assumption and
Assignment Notice, including a schedule of potential cure
obligations for the Assumed Contracts.  The Cure Schedule will
include a description of each Assumed Contract that may be
assigned to the Purchaser pursuant to the APA, and the amount, if
any, the Debtor believes is necessary to cure the agreements.  A
copy of the Cure Schedule, together with the Assumption and
Assignment Notice and the Notice of Accepted Offer will be served
on each of the non-debtor parties listed on the Cure Schedule by
first class mail on the date that the Assumption and Assignment
Notice is filed with the Court.

Any objections by non-debtor parties to the assumption and
assignment of any executory contract or unexpired lease identified
on the Cure Schedule, including objections relating to adequate
assurance of future performance or to the Cure Amounts must be in
writing, filed with the Court, and be actually received on or
before Dec. 2, 2011 at 4:00 p.m. (Eastern Time).

               U.S. Trustee Objects to Break-Up Fee

The U.S. Trustee tells the Court that the proposed bid procedures
should be denied as premature insofar as it seeks approval of a
break-up fee.

Juliet Sarkessian, Esq., representing the U.S. Trustee, states
that there is no way to determine whether a Stalking Horse would
bid whether or not the Break-Up Fee is offered.  Thus, the Break-
Up Fee "cannot be characterized as necessary to preserve the value
of the estate."

The Debtor seeks a finding that the Break-Up Fee "is a material
inducement for, and condition of, the Stalking Horse's entry into
the APA," despite the fact that no Stalking Horse has yet entered
into the APA.  The Debtor further seeks a finding that the Break-
Up Fee is "fair and reasonable in view of the fact that the
Stalking Horse's efforts will have substantially increased the
chances that the Debtor will receive the highest or otherwise best
offer for the Assets," despite the fact that no Stalking Horse has
yet expended any "efforts," and therefore it is impossible to
determine what the effects of any such efforts, if undertaken,
would be.

Accordingly, Ms. Sarkessian believes that the portion of the
Motion seeking approval of the Break-Up Fee should be denied at
this time, as there is no prospective sale arranged yet, and no
Stalking Horse Bidder has even been identified.  The Debtor has
not identified any circumstances that would support payment of the
Break-Up Fee as an actual and necessary administrative expense,
nor could it, as there is no party who is demanding that such fee
be paid to it as a condition of making its bid.  The Debtor is
seeking court approval of an administrative expense before an
administrative expense claimant has provided any benefit to the
estate.  The relief sought is premature, and should therefore be
denied.

                         About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., J. Landon Ellis,
Esq., and Jeffrey R. Drobish, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, serve as the Debtor's bankruptcy counsel.
The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.

The Official Committee of Unsecured Creditors tapped FTI
Consulting Inc. as its restructuring and financial advisor, and
Blank Rome LLP as its counsel.


AMBAC FIN'L: Inches Closer to Settlement With IRS Over Taxes
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Ambac Financial
Group Inc. is moving closer to a settlement with the Internal
Revenue Service over possible tax liabilities that contributed to
the bond insurer's Chapter 11 bankruptcy filing last year and
wants court permission to give creditors more time to digest the
details of any such settlement, according to people familiar with
the matter.

                      About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERICAN SCIENTIFIC: Files Form S-1, Registers 5.8 Million Shares
-----------------------------------------------------------------
American Scientific Resources, Incorporated, filed with the U.S.
Securities and Exchange Commission a Form S-1 registration
statement relating to the resale of up to 5,890,000 shares of the
Company's common stock, par value $0.0001 per share, by
Southridge, which are Put Shares that the Company will put to
Southridge pursuant to the Purchase Agreement.

The Purchase Agreement with Southridge provides that Southridge is
committed to purchase up to $10 million of the Company's common
stock.  The Company may draw on the facility from time to time, as
and when the Company determines appropriate in accordance with the
terms and conditions of the Purchase Agreement.  The 5,890,000
shares included in this prospectus represent a portion of the
shares issuable to Selling Security Holder under the Purchase
Agreement.

Southridge is an "underwriter" within the meaning of the
Securities Act in connection with the resale of the Company's
common stock under the Purchase Agreement.  No other underwriter
or person has been engaged to facilitate the sale of shares of the
Company's common stock in this offering.  This offering will
terminate 24 months after the registration statement to which this
prospectus is made a part is declared effective by the SEC.
Southridge will pay us 92% of the average of the lowest closing
price of the Company's common stock for the five consecutive
trading day period commencing the date a put notice is delivered.

The Company will not receive any proceeds from the sale of these
shares of common stock offered by Selling Security Holder.
However, the Company will receive proceeds from the sale of the
Company's Put Shares under the Purchase Agreement.  The proceeds
will be used for working capital or general corporate purposes.
The Company will bear all costs associated with this registration.

The Company's common stock is quoted on the OTCBB under the symbol
"ASFX.OB."  The shares of the Company's common stock registered
are being offered for sale by Selling Security Holder at prices
established on the OTCBB during the term of this offering.  On
Nov. 9, 2011, the closing bid price of the Company's common stock
was $0.02 per share.  These prices will fluctuate based on the
demand for the Company's common stock.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/Oqz9GQ

                     About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company's balance sheet at June 30, 2011, showed $1.38 million
in total assets, $9.28 million in total liabilities, and a
$7.90 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMR CORP: Pilot Contract Progress Key to Avoid Chapter 11 Filing
----------------------------------------------------------------
Fitch Ratings said in a statement that the absence of progress
this week in contract talks between AMR Corp. management and the
Allied Pilots Association (APA) raises the risk that American
Airlines will be forced into a Chapter 11 bankruptcy filing.
Fitch Ratings sees agreement on terms similar to those proposed by
management as essential if the carrier is to move toward a
sustainable operating profile in 2012 and beyond.

After five years of unsuccessful bargaining for new contracts,
American's pilots appear committed to proposals that would drive
AMR's unit labor costs still higher at a time when the airline's
margin performance continues to lag significantly behind that of
competing U.S. carriers such as United and Delta.

While AMR's liquidity position ($4.3 billion in unrestricted cash
and investments at Sept. 30) is adequate to allow the company to
avoid a bankruptcy filing in the short run, we regard the
achievement of competitive pilot wage and benefit levels as key to
American's long-term survival.

In addition to an unsustainable cost profile, AMR faces heavy debt
maturities and cash pension funding requirements over coming years
that necessitate the generation of positive free cash flow (FCF)
and a gradual but consistent reduction in lease-adjusted debt.
Another year of substantial operating losses would likely drive
AMR's liquidity toward unmanageable levels, despite the carrier's
success in accessing debt markets earlier this year and the
potential for scheduled current maturities of $1.4 billion to be
refinanced.

Although the industry revenue environment has remained healthy in
the face of broader weakness in the global economy, persistent
fuel cost pressure in 2011 and the labor cost gap have placed AMR
in a fundamentally unsustainable financial position.

While management has repeatedly emphasized a desire to avoid an
in-court restructuring, Chapter 11 would provide room for the
carrier to transform its long-term operating profile.
Restructuring steps would likely include a termination of defined
benefit pension plans and a significant reduction in the size of
American's uncompetitive MD-80 fleet through the rejection of
certain aircraft obligations.

A downgrade in AMR's 'CCC' issuer default rating (IDR) to 'CC' or
'C' is likely in the event that a break down in labor negotiations
signals a continuation of significantly negative FCF in 2012 and a
likely re-assessment by management of the need to pursue a near-
term reorganization in bankruptcy.

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


APPLIED MINERALS: David Taft Discloses 28.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David A. Taft and his affiliates disclosed
that they beneficially own 22,339,053 shares of common stock of of
Applied Minerals, Inc., representing 28.3% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/ep4fSy

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.

The Company's balance sheet at June 30, 2011, showed $6.08 million
in total assets, $4.24 million in total liabilities, and
$1.83 million in total stockholders' equity.

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

Applied Minerals in its Form 10-Q acknowledged that it has
incurred material recurring losses from operations.  At March 31,
2011, the Company had aggregate accumulated deficits prior to and
during the exploration stage of $33,239,435, in addition to
limited cash and unprofitable operations.  For the period ended
March 31, 2011 and 2010, the Company sustained net losses before
discontinued operations of $1,343,240 and $1,084,299,
respectively.  These factors indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time, according to the quarterly report.


AVANTAIR INC: Incurs $1.7 Million Net Loss in Q1 Fiscal 2012
------------------------------------------------------------
Avantair, Inc., reported a net loss of $1.70 million on
$38.21 million of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $4.81 million on $35.78 million
of total revenue for the same period during the prior year.

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

The Company's balance sheet at Sept. 30, 2011, showed
$110.24 million in total assets, $141.42 million in total
liabilities, $14.73 million in Series A convertible preferred
stock, and a $45.91 million total stockholders' deficit.

Steven Santo, chief executive officer of Avantair said, "This past
quarter Avantair continued its focus on our core business of
selling fractional shares, either through straight purchases or
leases, and selling flight hour cards.  We are pleased with our
sales performance particularly with the increasing acceptance of
our Axis Lease program, which supports the growth of our recurring
revenue stream.  As a result, we were able to take delivery of two
aircraft during our recent quarter together with a third aircraft
in mid-October.  Moving forward, we will continue to concentrate
on driving sales, with a focus on increasing fractional share
sales and leases, and gaining market share.  In addition, we are
focused on improvements, efficiencies and back office cost
reductions with more expected in the coming quarters.  As we have
consistently communicated, we will continue working directly with
our owners to maintain the highest level of service, while safety
remains our number one priority."

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

                        http://is.gd/QDieWi

                        About Avantair Inc.

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

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


BARNES BAY: Hearing Tomorrow on Case Dismissal
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Anguilla Resort and Residences on Anguilla in the
British West Indies may end at a Nov. 17 hearing when the U.S.
Trustee will request either dismissal of the case or conversion to
liquidation in Chapter 7.

Mr. Rochelle recounts that in September, the bankruptcy court in
Delaware refused to confirm a reorganization plan on account of
improper discrimination between similarly situated creditors.
Purchasers of units at the development responded with a motion to
dismiss.  Instead, the bankruptcy court gave them authority to
pursue remedies in courts in Anguilla and seek appointment of a
receiver under local law.

According to the report, the U.S. Trustee recited in her motion
that the company is $20,000 behind in payment of fees to the U.S.
Trustee system and is "administratively insolvent," meaning it
lacks cash to pay bills accrued during Chapter 11.

Mr. Rochelle notes that purchasers ended up as unsecured creditors
in the bankruptcy case because their deposits weren't held in
escrow.  Previously, the Delaware judge allowed secured creditor
Starwood Capital Group LLC to foreclose after he declined to
confirm the plan.

                          About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011, to facilitate the sale of the resort.
Barnes Bay disclosed $3,331,282 in assets and $481,840,435 in
liabilities as of the Chapter 11 filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  C.R. Hodge & Associates
is the Committee's foreign counsel.  FTI Consulting, Inc., serves
as the Committee's financial advisors.

U.S. Bankruptcy Judge Peter J. Walsh in Delaware in September said
that he wouldn't approve the resort's reorganization plan because
it unfairly discriminated among creditors who put down deposits to
buy units.  Barnes Bay has not filed a revised plan.

Starwood Capital Group LLC was the winner of a July auction to
determine who would sponsor the reorganization plan.  It called
for Starwood to assume ownership on account of its US$370 million
secured claim.  When the plan failed, Starwood took ownership
through foreclosure.


BEACON POWER: Court OKs Epiq Bankruptcy Solutions as Claims Agent
-----------------------------------------------------------------
Beacon Power Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Solutions LLC as the official claims, noticing and balloting
agent.

Upon retention, the firm will, among other things:

   a. notify all potential creditors of the filing of the chapter
      11 petitions discussed herein and of the setting of the
      first meeting creditors, pursuant to section 341(a) in the
      Bankruptcy Code;

   b. file affidavit of services for all mailings, including a
      copy of each notice, a list of persons to whom such notice
      was mailed, and the date mailed; and

   c. assist the Debtors with administrative tasks in the
      preparation of their bankruptcy Schedules and Statements.

Edward J. Kosmowski, Vice President and Senior Consultant of Epiq
Solutions LLC, attests that the firm is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors will compensate Epiq for services rendered upon the
submission of monthly invoices by Epiq summarizing, in reasonable
detail the services for which compensation is sought.

The Debtors have also provided a retainer to Epiq in the amount of
$15,000 to be applied first to prepetition fees and expenses
incurred in connection with the Chapter 11 cases and to subsequent
bills that will be sent to the Debtors by Epiq for post-petition
fees and expenses in connection with these cases.

                       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.

Potter Anderson & Corroon LLP and Brown Rudnick LLP acts as
counsel.  CRG Partners Group LLC acts as financial advisors.
Miller Wachman, LLP is the Debtors' auditors.

Tyngsboro, Massachusetts-based Beacon disclosed 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.


BEACON POWER: Employs Potter Anderson as Counsel
------------------------------------------------
Beacon Power Corporation asks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Potter Anderson &
Corroon LLP as counsel.

Upon retention, the firm will, among other things:

   a. take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtors' behalf, the negotiation of disputes in which
      the Debtors is involved, and the preparation of objections
      to claims filed against the Debtor's estates;

   b. provide legal advice with respect to the Debtors' powers and
      duties as debtors in possession as the Debtors' powers and
      duties move forward with these bankruptcy cases; and

   c. negotiate, prepare, and pursue a plan and disclosure
      statement and the approval of the same.

Jeremy W. Ryan, a partner at Potter Anderson & Corroon LLP,
attests that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                        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.

Epiq Solutions LLC acts as the official claims, noticing and
balloting agent.  Brown Rudnick LLP acts as counsel.
CRG Partners Group LLC acts as financial advisors.  Miller
Wachman, LLP is the Debtors' auditors.

Tyngsboro, Massachusetts-based Beacon disclosed 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.


BEACON POWER: Employs CRG Partners as Financial Advisors
--------------------------------------------------------
Beacon Power Corporation asks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ CRG Partners Group
LLC as financial advisors.

Upon retention, the firm will, among other things:

   a. assist in relationships with the Debtor's existing lenders
      and creditors and finalizing the restructuring of the
      Debtors' debts;

   b. develop financial projections and business plans as are
      required to support the financial and restructuring process;
      and

   c. secure new capital to facilitate the Debtor's restructuring.

Stephen S. Gray, Managing Partner of CRG Partners Group LLC,
attests that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

    Personnel                   Rates
    ---------                   -----
    Managing Partner           $575-$675
    Partner                    $525-$575
    Managing Director          $450-$495
    Director                   $395-$435
    Senior Consultant          $395-$435
    Consultant                   $250

In the one year prior to the Petition Date, the Debtors paid
$75,000 to CRG on account of services performed and expenses
incurred in connection with this advice to the Debtors and the
preparation for the commencement of the Chapter 11 cases.

                       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.

Epiq Solutions LLC acts as the official claims, noticing and
balloting agent.  Potter Anderson & Corroon LLP and Brown Rudnick
LLP acts as counsel.  Miller Wachman, LLP is the Debtors'
auditors.

Tyngsboro, Massachusetts-based Beacon disclosed 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.


BIOCORAL INC: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Biocoral, Inc., was not able to complete the preparation, review
and filing of its quarterly report on Form 10-Q for the quarterly
period ended Sept. 30, 2011, within the prescribed time period
without unreasonable effort and expense.  The Company expects to
file the Form 10-Q mid-November.

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.

The Company's balance sheet at June 30, 2011, showed $1.47 million
in total assets, $6.66 million in total liabilities and a $5.19
million total stockholders' deficit.

As reported by the TCR on April 11, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
Biocoral's ability to continue as a going concern.  Mr. Studer
noted that the Company had net losses of approximately $703,300
and $452,600 in 2010 and 2009, respectively.  "The Company had a
working capital deficiency of approximately $2,125,700 and
$1,585,300, at Dec. 31, 2010, and 2009, respectively.  The Company
also had a stockholders' deficit of approximately $4,734,700 and
$4,040,800 at Dec. 31, 2010, and 2009, respectively."

The Company reported a net loss of $703,272 on $307,655 of sales
for 2010, compared with a net loss of $452,592 on $425,055 of
sales for 2009.


BLITZ U.S.A.: Hires Kurtzman Carson Consultants as Claims Agent
---------------------------------------------------------------
Blitz U.S.A., Inc., and its debtor affiliates sought and obtained
the approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as their notice
and claims agent.

The Debtors anticipate that there will be approximately 500
individual entities to be noticed, in addition to publication
notices.  In view of the number of anticipated claimants and the
complexity of the Debtors' businesses, the Debtors assert that the
appointment of an outside claims agent is both necessary and in
the best interest of their estates, creditors, and parties-in-
interest.

As claims and noticing agent, KCC will:

   (a) notify all potential creditors of the filing of the
       bankruptcy petitions and of the setting of the first
       meeting of creditors, pursuant to Section 341(a) of the
       Bankruptcy Code, under the proper provisions of the
       Bankruptcy Code and the Bankruptcy Rules as determined by
       the Debtors' counsel;

   (b) prepare and serve required notices in the Chapter 11 cases;

   (c) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial affairs,
       listing the Debtors' known creditors and the amounts owed
       thereto;

   (d) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Chapter 11 cases without charge during regular business
       hours;

   (e) furnish a notice of the last date for the filing of proofs
       of claims and a form for the filing of a proof of claim,
       after those notice and form are approved by the Court;

   (f) file with the Clerk's Office an affidavit or certificate of
       service which includes a copy of the notice, a list of
       persons to whom it was mailed, and the date mailed, within
       seven days of service;

   (g) docket all claims received by the Clerk's Office, maintain
       the official claims registers for each Debtor on behalf of
       the Clerk, and provide the Clerk with certified duplicate,
       unofficial Claims Registers on a monthly basis, unless
       otherwise directed;

   (h) record all transfers of claims, pursuant to Bankruptcy Rule
       3001(e) and provide any notices of those transfers as
       required by Bankruptcy Rule 3001(e);

   (i) specify in the applicable Claims Register these information
       for each claim docketed: (1) the claim number assigned; (2)
       the date received; (3) the name and address of the claimant
       and agent, if applicable, who filed the claim; and (4) the
       classifications of the claim;

   (j) relocate by messenger all of the actual proofs of claim
       filed with the Court to KCC, not less than weekly;

   (k) upon completion of the docketing process for all claims
       received to date by the Clerk's Office for each case, turn
       over to the Clerk copies of the claims register for the
       Clerk's review;

   (l) make changes in the Claims Registers pursuant to any
       applicable order of the Court;

   (m) maintain the official mailing list for each Debtor of all
       entities that have filed a proof of clam, which list will
       be available upon required by party-in-interest or the
       Clerk;

   (n) provide other claims processing, noticing, and
       administrative services that would fall within the purview
       of the Clerk's Office as may be requested from time to time
       by the Debtors;

   (o) file with the Court the final version of the claims
       register immediately before the close of the Debtors'
       Chapter 11 cases;

   (p) thirty days prior to the close of the Chapter 11 cases, an
       order dismissing KCC will be submitted terminating the
       services of KCC upon completion of its duties and
       responsibilities and upon the closing of the Chapter 11
       cases; and

   (q) at the close of the case, box and transport all original
       documents, in proper format, as provided by the Clerk's
       Office, to the Federal Archives Record Administration,
       located at Central Plains Region, 200 Space Center Drive,
       Lee's Summit, MO 64064.

The Debtors maintain that the fees and expenses incurred by KCC
are administrative in nature and, therefore, should not be subject
to the standard fee application procedures for professionals.
The Debtors will reimburse KCC for reasonable expenses.  The
Debtors paid KCC a retainer of $25,000 under the terms of the
Services Agreement that will be held as security for the payment
of expenses.  As part of the overall compensation payable to KCC,
the Debtors have agreed to certain indemnification and
contribution obligations.

The Debtors believe that KCC is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                         About Blitz U.S.A.

Blitz Acquisition Holdings, Inc., and its affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13602 to 11-
13607) on Nov. 9, 2011.  Blitz Acquisition estimated assets and
debts of $50 million to $100 million.  The petitions were signed
by Rocky Flick, president and chief executive officer.

The Debtors are represented by Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware.

Since its early beginning in 1966, Blitz and its predecessors have
been successfully producing portable fuel containers for customer
use.  With more than 150 million units currently in circulation,
Blitz accounts for approximately 70% of the market share in the
United States in the portable fuel containment and storage
industry.

Approximately three years ago, Blitz began to experience an uptick
in litigation with approximately four to seven new cases filed
against Blitz each year.  Although Blitz has been able to
successfully manage its litigation exposure and associated defense
costs during the past several years, following a 2010 Utah State
jury verdict and several plaintiff-friendly settlements involving
Blitz's insurance carriers, Blitz has become the subject of an
increased influx of lawsuits.

Blitz said it intends to utilize the chapter 11 process to fully
and finally litigate the many lawsuits pending in various
jurisdictions across the country and reorganize as a healthy
company without the burdensome weight of litigation.


BLITZ U.S.A.: Section 341(a) Meeting Scheduled for Dec. 21
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Blitz, U.S.A., Inc,. et al., on Dec. 21, 2011, at 9:30 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112.

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

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

                         About Blitz U.S.A.

Blitz Acquisition Holdings, Inc., and its affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13602 to 11-
13607) on Nov. 9, 2011.  Blitz Acquisition estimated assets and
debts of $50 million to $100 million.  The petitions were signed
by Rocky Flick, president and chief executive officer.

The Debtors are represented by Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware.

Since its early beginning in 1966, Blitz and its predecessors have
been successfully producing portable fuel containers for customer
use.  With more than 150 million units currently in circulation,
Blitz accounts for approximately 70% of the market share in the
United States in the portable fuel containment and storage
industry.

Approximately three years ago, Blitz began to experience an uptick
in litigation with approximately four to seven new cases filed
against Blitz each year.  Although Blitz has been able to
successfully manage its litigation exposure and associated defense
costs during the past several years, following a 2010 Utah State
jury verdict and several plaintiff-friendly settlements involving
Blitz's insurance carriers, Blitz has become the subject of an
increased influx of lawsuits.

Blitz said it intends to utilize the chapter 11 process to fully
and finally litigate the many lawsuits pending in various
jurisdictions across the country and reorganize as a healthy
company without the burdensome weight of litigation.


BLUEKNIGHT ENERGY: Swank Capital Owns 9.8% of Series A Shares
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Swank Capital, L.L.C., and its affiliates disclosed
that they beneficially own 3,280,444 shares of Series A Preferred
Units of Blueknight Energy Partners, L.P., representing 9.8% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/7If1Cy

In a separate amended Schedule 13D filing, Swank Capital and its
affiliates disclosed they they beneficially own 7,086,039 shares
of common units of the Company representing 27.3% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/1Yj4u4

                      About Blueknight Energy

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

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

The Company also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.


CAPSTONE TURBINE: Reports $1.3 Million Net Income in Sept. 30 Qtr.
------------------------------------------------------------------
Capstone Turbine Corporation filed its quarterly report on Form
10-Q, reporting net income of $1.3 million on $27.5 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $1.9 million on $18.9 million of revenue for the three
months ended Sept. 30, 2010.

The Company has incurred significant operating losses since its
inception.  The operating loss from operations was $7.2 million
for the three months ended Sept. 30, 2011, compared to a loss from
operations of $8.5 million for the three months ended Sept. 30,
2010.

The change in fair value of the warrant liability was a benefit of
$8.6 million for the three months ended Sept. 30, 2011.  The
change in fair value of the warrant liability was a benefit of
$6.9 million for the three months ended Sept. 30, 2010.

This change in fair value of warrant liability was a result of
warrant exercises and revaluing the warrant liability based on the
Monte-Carlo simulation valuation model which is impacted primarily
by the quoted price of the Company's common stock in an active
market.  This revaluation of the warrant liability has no impact
the Company's cash balances.

The Company had a net loss of $1.6 million on $51.8 million of
revenue for the six months ended Sept. 30, 2011, compared with a
net loss of $1.5 million on $35.0 million for the six months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$79.1 million in total assets, $43.6 million in total liabilities,
and stockholders' equity of $35.5 million.

Management believes that existing cash and cash equivalents are
sufficient to meet the Company's anticipated cash needs for
working capital and capital expenditures for at least the next
twelve months," the Company said in the filing.  "However, if
anticipated cash needs of the Company change, it is possible that
the Company may decide to raise additional capital in the future."

"Should the Company be unable to execute its plans or obtain
additional financing that might be needed if the Company's cash
needs change, the Company may be unable to continue as a going
concern.  Therefore, there is substantial doubt as to the
Company's ability to continue as a going concern."

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

                       http://is.gd/yZ924f

Chatsworth, California-based Capstone Turbine Corporation
develops, manufactures, markets and services microturbine
technology solutions for use in stationary distributed power
generation applications, including cogeneration (combined heat and
power, integrated combined heat and power, combined cooling, heat
and power, resource recovery and secure power.  In addition, the
Company's microturbines can be used as battery charging generators
for hybrid electric vehicle applications.


CARDICA INC: Posts $3 Million Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Cardica, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $3.0 million on $870,000 of revenues for the three
months ended Sept. 30, 2011, compared with net income of
$6.2 million on $10.0 million of revenues for the three months
ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$11.8 million in total assets, $4.9 million in total liabilities,
and stockholders' equity of $6.8 million.

As reported in the TCR on Sept. 27, 2011, Ernst & Young LLP, in
Redwood City, Calif., expressed substantial doubt about Cardica's
ability to continue as a going concern, following the Company's
results for the fiscal year ended June 30, 2011.  The independent
auditors noted that the Company has incurred cumulative net losses
of $123.8 million through June 30, 2011, and negative cash flows
from operating activities and expects to incur losses for the next
several years.

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

                       http://is.gd/bFMNti

Redwood City, Calif.-based Cardica, Inc. (Nasdaq: CRDC)
-- http://www.cardica.com/-- designs and manufactures proprietary
stapling and anastomotic devices for cardiac and endoscopic
surgical procedures.  Cardica's technology portfolio is intended
to minimize operating time and enable minimally-invasive and
robot-assisted surgeries.


CARPENTER CONTRACTORS: Plan Outline Hearing Set for Dec. 2
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Dec. 2, 2011, at 9:30 a.m., to consider
adequacy of the Disclosure Statement explaining Carpenter
Contractors of America, Inc., and CCA Midwest, Inc.'s Plan of
Reorganization.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Plan of that contemplates the continuation of the Debtors'
operations after plan confirmation plan.  Donald L. Thiel will
continue to sit as chairman and president of the post-confirmation
management of Carpenter Contractors of America, Inc.  Kenneth B.
Thiel will retain his position as President of the post-
confirmation management of CCA Midwest, Inc.

The Plan of Reorganization and Disclosure Statement filed on
Aug. 31, 2011, provides that payments and distributions under the
Plan will be funded by the Debtors' current and ongoing business
operations.  In addition to the revenues generated by the business
operations of the Debtors, Donald L. Thiel has agreed to the
deferral of his unsecured claims in Class 3.6 which will result in
additional cash availability.

First American has agreed to provide the Debtors with a one year
$5,120,000 exit financing line of credit renewable annually for
3 years, and a $2,500,000 term note, repayable in 36 monthly
installments.

Donald and Judith Thiel have also agreed to provide the Debtors
with exit financing in the form of a $1,000,000 revolving line of
credit, repayable when the Debtors have available cash flow.

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

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

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CATHOLIC CHURCH: Adam Balick Named Arbitrator in Wilm. Case
-----------------------------------------------------------
Pursuant to the order confirming Catholic Diocese of Wilmington,
Inc.'s Chapter 11 Plan of Reorganization, the U.S. Bankruptcy
Court for the District of Delaware appointed Adam L. Balick,
Esq., as special arbitrator.

In addition, by mutual agreement with the Official Committee of
Unsecured Creditors, the Reorganized Debtor will employ Sandy K.
Wurtele, Ph.D., to serve as a child protection consultant.  The
Diocese will fund all costs and expenses associated with the
employment.

The Court also gave the Reorganized Debtor and the Committee time
to submit a letter regarding composition of a list of abusive
persons.

Subsequently, the Parties submitted the Letter telling the Court
that there are still some disputes regarding the List's
composition.

The Court directed the Parties to refer the disputes to the
Special Arbitrator for resolution.

The Official Committee of Unsecured Creditors dissolved on
October 26, 2011.

                 About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Wilm. Trustee's Objection to Tort Claim No. 10
---------------------------------------------------------------
Maria Eskin, as the Settlement Trustee of the Catholic Diocese of
Wilmington, Inc. Qualified Settlement Fund created when the
Catholic Diocese of Wilmington, Inc.'s Chapter 11 Plan of
Reorganization went effective on September 26, 2011, asks the
Court to disallow Claim No. 10 filed by a certain claimant for
$91,902 because it is a false claim.

The Settlement Trustee tells the Court that she had her counsel
check for the Claimant's street address or phone number.  In the
process of doing so, her counsel inadvertently checked the proofs
of claim filed in the Chapter 11 case of the Society of Jesus in
Oregon and discovered that the Claimant had filed a proof of
claim in the Jesuit Case.

Both the Wilmington Claim and the Jesuit Claim allege abuse
between June and August 1996 when the Claimant was 10 years old.
The Wilmington Claim alleges abuse in Westover, Maryland, while
the Jesuit Claim alleges abuse in Pendleton, Oregon.

"In addition, the Claimant states in the Wilmington Claim that
the Claimant moved to Texas after his parents learned of the
alleged abuse," the Settlement Trustee tells the Court.

Accordingly, given the identical facts regarding the time when
the alleged abuse occurred and the other factual similarities set
forth in the two proofs of claim, the Settlement Trustee
determined that the Wilmington Claim is not credible, is a false
claim, and should not be allowed.

The Settlement Trustee notes that her counsel had served as
committee counsel in the Jesuit Case, and is serving as counsel
for the settlement trustee in the Jesuit Case.

                 About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Milw. Wants Plan Filing Exclusivity Until June 4
-----------------------------------------------------------------
The Archdiocese of Milwaukee asks the bankruptcy court for a
second extension of the period within which it has the exclusive
right to propose a Chapter 11 plan and obtain acceptance of that
plan through June 4, 2012, and August 3, 2012.

The Archdiocese asks that the relief be without prejudice to (a)
the Debtor's right to seek further extensions and the rights of
parties-in-interest with standing to oppose the requests, and (b)
the rights of parties-in-interest with standing to seek to
shorten or terminate the Debtor's exclusivity periods and
Debtor's right to oppose the requests.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case,
during which time a debtor has the exclusive right to file a
Chapter 11 plan.  Section 1121(c)(3) of the Bankruptcy Code
provides that competing plans may be filed by any party-in-
interest if a debtor has not filed a plan that has been accepted
by each class of claims or interest that are impaired under the
plan within 180 days after the commencement of the case.

The First Extension Order established the Debtor's Exclusivity
Period and Exclusive Solicitation Period as May 4, 2011, and
July 3, 2011.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, tells the Court that there are significant,
unresolved issues involving the scope of the Debtor's bankruptcy
estate and the availability of insurance proceeds to help fund a
reorganization plan, including the question of whether assets of
the Archdiocese of Milwaukee Catholic Cemetery Perpetual Care
Trust are property of the Debtor's bankruptcy estate.

Mr. Diesing further notes that the deadline for claims of abuse
survivors is not until February 1, 2012, and fewer than 70 abuse
survivor claims have been filed, even though the Committee
counsel and abuse survivor plaintiff's counsel have led the
Debtor to believe many more will emerge.  The Debtor believes
that grounds for objection to filed claims exist.  Accordingly,
the Debtor asserts that it cannot accurately quantify the number
and dollar amounts of claims against its estate.

The Official Committee of Unsecured Creditors tells the Court
that it has no objection to the Debtor's Request.

In a separate filing, Mr. Diesing certified that as of
November 14, 2011, no objections were filed to the Archdiocese's
request.

               About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CENTENNIAL PARK: Court Accepts Bank Lender's $3MM Valuation
-----------------------------------------------------------
Bankruptcy Judge Dale L. Somers accepted the valuation of First
National Bank of Omaha's appraiser on the real property securing
the bank's claim for purposes of confirmation of Centennial Park,
LLC's proposed Chapter 11 plan.  Judge Somers said the valuation
of Bank's appraiser is more likely to be correct than that of
Debtor's appraiser and held that, for the purpose of plan
confirmation, the value of Debtor's real property is $3,570,000.

The Debtor's proposed value is $7,700,000.

Centennial Park LLC commenced a single asset Chapter 11 case
(Bankr. D. Kan. Case No. 11-22026) on July 4, 2011.  The Debtor's
principal asset is real estate comprised of roughly 45.43 acres of
development land commonly known as Centennial Business Park and
about 33 acres of adjacent, unplatted agricultural land, located
in Johnson County, Kansas, and Jackson County, Missouri.

Development of the Business Park commenced roughly 20 years ago.
The Debtor acquired the Real Property in 2006 for $6,988,028 cash,
after it was partially developed and some lots had been sold.  The
Debtor's acquisition debt, originally held by Intrust Bank, was
refinanced by First National Bank of Kansas.  In May 2008, FNBK
purchased the Centennial Park loan from Intrust Bank, and
Centennial Park executed an Amended and Restated Promissory Note,
for $9,716,600, and other Loan documents.  FNBO later became the
owner of the Loan when it acquired FNBK by merger.  The Loan is
secured by perfected liens on all property of Centennial Park,
including the Real Property, and payment is personally guaranteed
by two individuals who control Debtor.

The Debtor's schedules list assets valued at $9,186,018, of which
$8,700,000 is given as the value of the Business Park and adjacent
Agricultural Land.

The Debtor's proposed Chapter 11 plan is a liquidating plan.  It
proposes that the Court value the Debtor's property, including the
Business Park and Agricultural Land.  With respect to the Bank's
claim, the plan is a "dirt-for-debt" plan.  The Bank's secured
claim is to be satisfied by distribution of property having a
Court-determined value up to the amount of the claim, with an
unsecured deficiency claim -- to be collected only from the
guarantors via litigation in state court -- if the property is
valued (after payment of real estate taxes) at less than the
Bank's allowed secured claim.  If the Court-determined value of
the Debtor's property exceeds the secured claims, unsecured
creditors shall receive a distribution of the excess property.  If
this is not sufficient to provide a 20% distribution to unsecured
creditors other than BP Centennial LLC and the Bank, the
guarantors will provide funds to enable a 20% distribution, which
would be roughly $10,600.  The guarantors have also agreed to pay
administrative expenses if the Debtor's property is insufficient
to pay such claims in full.

A copy of Judge Somers' Nov. 14, 2011 Memorandum Opinion is
available at http://is.gd/Va0bHafrom Leagle.com.


CHEF SOLUTIONS: Has Final Approval for $38 Million in Loans
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chef Solutions Inc. received final approval on
Oct. 26 for $38 million in secured financing to carry the company
until the assets are sold.

As authorized by the bankruptcy court in Delaware following the
Chapter 11 filing on Oct. 4, an auction was set for Nov. 9 to test
the bid from a joint venture between Mistral Capital Management
LLC and Reser's Fine Foods Inc. A hearing to approve the sale was
scheduled to take place Nov. 15.

Reser's is providing $10 million of the financing on terms making
the loan secured although junior to the $28 million in financing
from existing secured lenders.  The contract, worked out before
bankruptcy, calls for Reser's to buy the business in exchange for
$36.4 million in cash and $25.3 million in secured debt. The
buyers will also assume specified debt, including as much as $7.5
million in priority claims.

                       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.  Debtor Orval Kent Food
Company disclosed $82,902,336 in assets and $126,085,311 in
liabilities in its schedules.

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.

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 and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHINA DU KANG: Delays Filing of Quarterly Report on Form 10-Q
-------------------------------------------------------------
China Du Kang Co., Ltd., informed the U.S. Securities and Exchange
Commission that it will be late in filings its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2011.  The Company's
auditor has advised that the review of the Company's financial
statements for the quarter ended Sept. 30, 2011, could not be
completed by the end of the period.

                       About China Du Kang

China Du Kang Co., Ltd., was incorporated as U.S. Power Systems,
Inc., in the State of Nevada on Jan. 16, 1987.  The Company is
principally engaged in the business of production and distribution
of distilled spirit with the brand name of "Baishui Dukang".  The
Company also licenses the brand name to other liquor manufactures
and liquor stores.

The Company's balance sheet at June 30, 2011, showed
$15.17 million in total assets, $22.50 million in total
liabilities, and a $7.33 million total shareholders' deficit.

Keith K. Zhen, CPA, in Brooklyn, New York, expressed substantial
doubt about 's ability to continue as a going concern, following
the Company's 2010 results.  Mr. Zhen noted that the Company has
incurred an operating loss for each of the years in the two-year
period ended Dec. 31, 2010, and as of Dec. 31, 2010, has a working
capital deficiency and a shareholders' deficiency.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.92 cents-on-the-dollar during the week ended Friday, Nov.
11, 2011, an increase of 0.45 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 134 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

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

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

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

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

                          *     *     *

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

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

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

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


COMMUNITY BANK: Closed; Century Bank Assumes All Deposits
---------------------------------------------------------
Community Bank of Rockmart in Rockmart, Ga., was closed on
Thursday, Nov. 10, 2011, by the Georgia Department of Banking and
Finance, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Century Bank of Georgia in
Cartersville, Ga., to assume all of the deposits of Community Bank
of Rockmart.

After the Veterans' Day holiday, the sole branch of Community Bank
of Rockmart will reopen during normal business hours as a branch
of Century Bank of Georgia.  Depositors of Community Bank of
Rockmart will automatically become depositors of Century Bank of
Georgia.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Community Bank of Rockmart
should continue to use their existing branch until they receive
notice from Century Bank of Georgia that it has completed systems
changes to allow other Century Bank of Georgia branches to process
their accounts as well.

As of Sept. 30, 2011, Community Bank of Rockmart had around $62.4
million in total assets and $55.9 million in total deposits.  In
addition to assuming all of the deposits, Century Bank of Georgia
agreed to purchase approximately $40.7 million of the failed
bank's assets.  The FDIC will retain the remaining assets for
later disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-528-6215.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/rockmart.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $14.5 million.  Compared to other alternatives, Century
Bank of Georgia's acquisition was the least costly resolution for
the FDIC's DIF.  Community Bank of Rockmart is the 88th FDIC-
insured institution to fail in the nation this year, and the 23rd
in Georgia.  The last FDIC-insured institution closed in the state
was Decatur First Bank, Decatur, on Oct. 21, 2011.


COMMUNITY HEALTH: Fitch Rates Proposed $1-Bil. Sr. Notes at 'B'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating to Community Health
Systems (Community) $1 billion proposed senior unsecured notes due
2019.  Proceeds will refinance existing debt.  Community's Issuer
Default Rating (IDR) is currently 'B'.  The Rating Outlook is
Positive.  The ratings apply to approximately $8.8 billion of debt
at Sept. 30, 2011.

Community's debt leverage has declined since the approximately
$6.9 billion debt funded acquisition of Triad Hospitals in 2007.
Since the acquisition, Community has generated about $1.6 billion
in cumulative FCF and has applied about $300 million for debt
reduction.  Total debt-to-EBITDA has dropped to 4.9x at Sept. 30,
2011 versus around 5.8x post the acquisition.  The reduction in
leverage is about 50% attributable to a lower outstanding debt
balance and 50% to growth in EBITDA.

Fitch does not anticipate Community to apply cash to further
meaningful debt reduction beyond about $60 million in annual
required amortization of its bank term loan in 2012 - 2013.  Any
incremental drop in leverage is expected to be nominal and to
depend upon growth in EBITDA.  Fitch expects Community to continue
to prioritize use of cash to fund hospital acquisitions.

The company has not used debt financing to fund hospital
acquisitions since Triad, instead using internal cash resources to
fund a series of small acquisitions in recent years.  The
company's late 2010 bid to acquire Tenet Healthcare Corp.
indicates that it is willing to undertake a large, leveraging
transaction.  However, Fitch expects Community's acquisition
activity will probably focus on smaller, cash funded transactions
in the near-term.

A favorable debt maturity schedule and good liquidity also support
the credit profile.  Community has no meaningful debt maturities
until 2014 other than its undrawn credit revolver that expires in
2013.  The company amended its bank agreement in Q4'10, extending
maturity of a $1.5 billion portion of the $6 billion term loan to
January 2017 from July 2014.  The extension is contingent upon the
refinancing of the company's $2.8 billion senior notes due July
2015.  The company plans to use the proceeds of the $1 billion
note offering to refinance a portion of the 2015 maturity.

Liquidity is provided by approximately $266 million of cash and
marketable securities at Sept. 30, 2011, availability on the
company's $750 million senior secured revolver ($700 million
available at Sept. 30, 2011 reduced for outstanding letters of
credit), and FCF ($292 million for the LTM ended Sept. 30, 2011).

The company generated about $500 million of FCF in 2009 and 2010.
Community continues to generate solid cash flow relative to its
operating and reinvestment requirements.  However, due to negative
working capital shifts and higher capital expenditures, FCF has
trended lower. Fitch projects FCF sustained above $200 million
annually despite a persistently weak operating environment.

Community's organic patient volume growth has lagged the broader
for-profit hospital provider industry over the past couple of
years. Community's Q3'11 operating trend continued this pattern
with same hospital admissions down 7% and same hospital admissions
adjusted for outpatient activity down 1.1%.  However, the company
has not lagged its peers in top-line and EBITDA growth.  Strong
pricing and an active hospital acquisition strategy have supported
revenue and EBITDA growth.  Community has managed to achieve
consistent incremental growth in EBITDA in recent periods despite
the margin impacts of integrating less profitable acquired
hospitals.  The 13.3% EBITDA margin in the LTM period ended Sept.
30, 2011 was down about 25 bps from the 2010 level.

Since there is no apparent catalyst for near-term improvement in
organic patient volumes, Fitch thinks Community's volume trends
will remain weak heading into 2012.  Trends that indicate higher
levels of structural unemployment and growth in the consumer share
of healthcare spending support an expectation of weak organic
volume trends in the sector for some time to come.  Continued
strength in pricing will be critical to maintenance of
profitability.  There some concerning headwinds to the pricing
outlook, particularly in government reimbursement rates (Medicare
and Medicaid payors).

The hospital industry is absorbing scheduled reductions in
Medicare reimbursement as required by the implementation of
healthcare reform.  Although these reductions are nominal,
Medicare does make up about 30% of hospitals' revenues, on
average, so even stagnant growth in Medicare reimbursement is a
significant headwind.  In addition, companies are currently
absorbing cuts in state Medicaid reimbursement rates.  Most of
these took affect July 1 and will continue to affect the industry
in 2012.  Fitch notes however, that Community's good geographic
diversification, with 130 hospitals located across 29 states,
limits its exposure to Medicaid cuts in any one state.

Since early 2011 Community's patient admission policies and
associated billing practices have been the subject of heightened
regulatory scrutiny.  This could constrain Community's IDR to 'B'
while there is ongoing uncertainty about the potential for
financial liability with respect to past billing practices or a
reduction in the company's revenues and EBITDA resulting from
changes in admissions practices.

These regulatory issues will take some time to resolve.  In the
interim period, Fitch believes there is the potential that a
reputational issue associated with the governmental inquires could
negatively affect operations.  A persistent deterioration in the
operating trend that indicates that the company is losing patient
market share, having difficulty recruiting or retaining
physicians, or is seeing diminished acquisition opportunities will
be cause for concern.

An upgrade to a 'B+' IDR for Community would be consistent with
financial and credit metrics maintained at or slightly better than
the current levels, coupled with enhanced visibility regarding
regulatory scrutiny of the company's patient admissions and
billing practices and any associated financial liability.  Given
the company's currently solid level of financial flexibility
relative to the 'B' IDR, Fitch thinks that downward pressure on
the ratings is unlikely outside of event risk surrounding an
acquisition.

Community has demonstrated that it will consider large
transactions, as evidenced by the $6.9 billion Triad Hospitals
acquisition in 2007 and its recent bid to acquire Tenet.  Fitch
expects though that in the near-term Community will probably
continue to focus its acquisition efforts on smaller transactions
that can be cash funded.

Fitch currently rates Community as follows:

  -- IDR 'B';
  -- Senior secured credit facility 'BB/RR1';
  -- Senior unsecured notes 'B/RR4'.

The recovery ratings (RR) reflect Fitch's expectation that the
enterprise value of Community will be maximized in a restructuring
scenario (going concern), rather than a liquidation.  Fitch uses a
7.0x distressed enterprise value multiple reflecting the low end
of recent acquisition multiples within the healthcare space.
Fitch stresses Sept. 30, 2011 LTM EBITDA by 30%, considering post
restructuring estimates for interest and rent expense and
maintenance level capital expenditure as well as debt financial
maintenance covenant requirements.

Fitch estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $8.8 billion.  The 'BB/RR1'
rating for the bank facility reflects Fitch's expectations for
100% recovery under a bankruptcy scenario.  The 'B/RR4' rating on
the unsecured notes rating reflects Fitch's expectations for
recovery in the 31% - 51% range.


COMPREHENSIVE CARE: Board OKs Robert Kulbick as President
---------------------------------------------------------
The Board of Directors of Comprehensive Care Corporation approved
the appointment of Robert R. Kulbick, age 63, to serve as the
President of the Company effective Nov. 28, 2011.  Mr. Kulbick is
a graduate of the United States Military Academy, West Point, and
holds an MBA from the University of Scranton.  Mr. Kulbick brings
to CompCare over three decades of experience as an entrepreneur
and senior executive.  Most recently, from 2010 to 2011, Mr.
Kulbick was President of ProCare Rx, Inc., a national pharmacy
benefit management company.  Prior to this, from 2007 to 2009, he
served as Chief Marketing Officer of Cypress Care, Inc., a
provider of pharmacy benefit management and other health related
services.  In addition to former roles as President and CEO of RSK
Co. and Crawford Integrated Services, two of the nation's largest
third party administrators, Mr. Kulbick also held senior
leadership positions at ACE, AIG, and other national companies.

Mr. Kulbick will receive a salary of $300,000 per annum and a
signing bonus of $50,000.  Mr. Kulbick has not entered into a
written employment agreement with the Company.  Mr. Kulbick will
receive a grant of options to purchase shares of the Company's
common stock at a later date, which grant will be disclosed at
such time.  Mr. Kulbick will report to the Chairman and Chief
Executive Officer, Clark A. Marcus.

                      About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Mayer Hoffman McCann P.C., in Clearwater, Fla., 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 has not
generated sufficient cash flows from operations to fund its
working capital requirements.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$15.14 million in total assets, $25.09 million in total
liabilities, and a $9.95 million total stockholders' deficit.


CROSS BORDER: Files Form 10-Q, Incurs $249,555 Q3 Net Loss
----------------------------------------------------------
Cross Border Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $249,555 on $1.90 million of total revenues and gains
for the three months ended Sept. 30, 2011, compared with net
income of $533,801 on $1.37 million of total revenues and gains
for the same period during the prior year (predecessor entity).

The Company also reported a net loss of $471,068 on $5.59 million
of total revenues and gains for the nine months ended Sept. 30
2011, compared with net income of $755,244 on $3.34 million of
total revenues and gains for the same period a year
ago(predecessor entity).

The Company's balance sheet at Sept. 30, 2011, showed
$25.92 million in total assets, $7.88 million in total liabilities
and $18.04 million in total stockholders' equity.

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

                       http://is.gd/yyThz2

                  About Cross Border Resources

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

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


CRYSTAL CATHEDRAL: Campus to Be Sold to Chapman or Roman Catholic
-----------------------------------------------------------------
Luiza Oleszczuk at Christian Post reports that a judge was
expected to decide on Nov. 14, 2011, whether Crystal Cathedral's
campus will be sold to Chapman University or the Roman Catholic
Diocese of Orange.

According to the report, potential buyers of the megachurch's
property has been now narrowed down to two potential buyers:
Chapman University, an Orange County-based private university
affiliated with a Protestant organization called the Disciples of
Christ, which is the preferred bidder chosen by the megachurch,
and the Roman Catholic Diocese of Orange, which is located close
by and is the highest bidder.

According to the Associated Press, the Southern California Roman
Catholic diocese has increased its offer for the Crystal Cathedral
to $57.5 million.  An attorney for the Diocese of Orange revealed
the new offer at a federal bankruptcy court hearing Monday in
Santa Ana, California.  Its previous offer was $55.4 million.

AP says the bankruptcy court judge is evaluating terms of
competing offers for the 40-acre property by the diocese and
Orange County's Chapman University, which has offered $51.5
million.

Chapman University is offering the congregation a 15-year lease
plan, so the ministry at Crystal Cathedral could continue its work
there.  It is also offering a buy-back option so the ministry can
purchase four buildings, including the iconic glass sanctuary, at
a later point.

The report says the list of top potential buyers originally
included the diocese, Hobby Lobby and Chapman University.  On
Oct. 26, the Schullers announced that they have "reluctantly"
agreed to sell the property to the university, which offered
$50 million for the campus.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


DANCING BEAR: U.S. Trustee Wins Dismissal of Case
-------------------------------------------------
The United States Trustee won dismissal of the Chapter 11 cases of
DB Capital Holdings LLC, Dancing Bear Development LLC, and Dancing
Bear Land LLC.  In a Nov. 14, 2011 Order, available at
http://is.gd/C4yAYUfrom Leagle.com, Bankruptcy Judge Michael E.
Romero said any attempt at converting the case to Chapter 7
liquidation for the benefit of creditors would be futile, and
would result in administrative expenses the estates cannot afford,
and absolutely no hope of recovery for unsecured creditors.  Even
if a Chapter 7 trustee, with no funds to support litigation,
manages to recover any assets from potential lawsuits, any such
assets would be consumed by the cost of litigation and would, in
any event, go primarily (if not only) to WestLB AG, the only
substantial creditor in the case.  In such a circumstance, a
Chapter 7 trustee might well decide to abandon recovery efforts to
the Debtors, and, ultimately, to WestLB.  As to the Chapter 7
trustee's independent investigation of the Debtors' affairs, the
Court notes such an investigation could not proceed in the absence
of funding for accounting and other services, and more easily
could be conducted outside of bankruptcy by WestLB, if
appropriate.

WestLB had objected to the U.S. Trustee's Motion to Dismiss.  The
U.S. Trustee and WestLB agree the facts of the three cases
establish "cause" sufficient under 11 U.S.C. Sec. 1112(b) for
either dismissal or conversion.  They disagree about whether
dismissal or conversion is in the best interests of creditors and
the estates.  The Debtors did not file responses to the U.S.
Trustee's motions, but their counsel indicated the Debtors support
dismissal.

WestLB is the largest creditor of each of the Debtors.  WestLB was
scheduled by the Debtors as a secured creditor in each of the
cases with a claim of $53,900,000.  WestLB is the only creditor
listed in the Dancing Bear Land case.  In Dancing Bear
Development, the only other claims listed are unsecured claims of
insiders.  In DB Capital Holdings, unsecured claims of $3.5
million are listed on Schedule F -- of that amount, roughly $1.5
million was scheduled as owing to insiders.

At a July 6, 2011 foreclosure sale, WestLB credit bid a portion of
its senior secured debt in the amounts of $20,413,838 and
$14,501,162, respectively, for two parcels comprising the Dancing
Bear Residences, a residential resort project in Aspen, Colorado,

WestLB asserts a secured claim against other property of the
Debtors for the deficiency resulting from the foreclosure sale.
WestLB further asserts its claims against the Debtors continue to
be secured by, among other things, security interests in two
accounts maintained with Community Banks of Colorado containing
$2,667,854.  WestLB's and the Debtors' respective rights to the
Sales Accounts are subject to ongoing litigation, so-called State
Court Interpleader, in the District Court of Pitkin County,
Colorado, Case No. 10 CV 93.

The Debtors' schedules reflect Dancing Bear Land's only asset was
the Property, now owned by an affiliate of WestLB.  Dancing Bear
Development's only scheduled asset is a 55.6% interest in DB
Capital Holdings.  DB Capital Holdings's assets are listed in
Schedule B in an "unknown" amount and include furniture, fixtures
and art located at the Property, and its 100% membership interests
in various entities, including Dancing Bear Land.  WestLB asserts
all the assets of material value scheduled by the Debtors in each
of these cases are subject to its liens.

                        About Dancing Bear

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH LLC.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  The
order for relief was entered Nov. 29, 2010.  Jeffrey S. Brinen,
Esq., represents the petitioners.  In its schedules, DB Capital
disclosed liabilities of $57,456,046.

On Oct. 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay
foreclosure of its membership interest in Capital.  DB Development
estimated assets and debts below $1 million.

On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of
its Property.  In its schedules of assets and liabilities, DB Land
disclosed $58 million in liabilities.


DAYBREAK OIL: Receives $250,000 Advance Credit from UBS Bank
------------------------------------------------------------
Daybreak Oil and Gas, Inc., received an advance of $250,000 on a
new credit line established with UBS Bank USA c/o UBS Financial
Services Inc.  The terms of the Credit Line are as follows:

Interest Rate: 4.122%*
*Interest rates are subject to change from time to time in the
sole discretion of the Firm.
Reference Rate: 30 day LIBOR
Stated Rate: 0.248% + 387.50 basis points

This Credit Line is being completed in two tranches, with an
initial tranche of $250,000.  The second tranche of approximately
$640,000, creating a total credit line of $890,000, is expected to
close within the next two weeks, subject to customary closing
conditions.

The net proceeds from the Credit Line will be used to fund the
Company's exploration and development program in Kern County,
California.

With the approval of the Company's Board of Directors, the
Company's President and Chief Executive Officer, James F.
Westmoreland personally guaranteed the Credit Line.

                        About Daybreak Oil

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

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

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

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


DEEP DOWN: Reports $606,000 Third Quarter Net Income
----------------------------------------------------
Deep Down, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $606,000 on $8.56 million of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $4.38 million on
$10.41 million of revenue for the same period during the prior
year.

The Company also reported a net loss of $1.19 million on
$21.94 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $7.38 million on $26.23 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.45 million in total assets, $11.02 million in total
liabilities, and $21.43 million in total stockholders' equity.

Ronald E. Smith, chief executive officer stated, "Our third
quarter results are in line with what we hoped to achieve ? we
expected to achieve significant net income and, through timely and
efficient execution of our projects, we were able to achieve $606
thousand of net income for the quarter."

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

                        http://is.gd/7lb1kS

                          About Deep Down

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

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

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


DELTA PETROLEUM: Lowered by S&P to 'CCC-' on Funding Woes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delta Petroleum Corp. (Delta) to 'CCC-' from 'CCC'. "At
the same time, we lowered the issue-level rating on the senior
unsecured debt to 'CC' from 'CCC-' and maintained our recovery
rating on this debt at '5', indicating our expectation for modest
(10% to 30%) recovery in the event of payment default. The outlook
is negative," S&P said.

"The rating action follows Delta's announcement on Nov. 9, 2011,
that the company might need to restructure its debt," said
Standard & Poor's credit analyst Marc D. Bromberg. According to
the release, a purchase price for Delta's assets could be less
than its total indebtedness. Delta also said that it has not found
a source of additional financing available at acceptable
terms to the company. The company has appointed a Chief
Restructuring Officer.

"Delta's financial risk profile is highly leveraged. As of Sept.
30, 2011, Delta had more than $300 million in Standard & Poor's
adjusted debt. Delta's burdensome debt obligations, which includes
$115 million that can be put to the company on May 1, 2012, makes
bankruptcy a likely possibility, in our view. For the 12 months
ended Sept. 30, 2011, Delta incurred interest expense of about $36
million and capital spending of approximately $50 million but
generated less than $25 million of EBITDA," S&P said.

Delta's business risk profile is vulnerable. It is levered almost
exclusively to weak natural gas prices and it has a very small
production profile, with third-quarter production just 2.6 billion
cubic feet equivalent (Bcfe). A majority of its reserves are in
the Rocky Mountain region, where gas differentials tend to be
volatile. Its breakeven cost structure, inclusive of depletion,
depreciation, and amortization (DD&A) is more than $11 per Mcfe,
which is uneconomic at current prices.

The negative outlook reflects the likelihood that the company will
pursue a restructuring plan, including the potential that it will
seek Chapter 11 protection. "A revision of the outlook to positive
or developing, which we consider unlikely, hinges on whether we
think the company can successfully sell assets such that it can
fully satisfy upcoming debt maturities. Based on debt outstanding,
this would equate to proceeds of at least $300 million," S&P
related.


DEX MEDIA WEST: Bank Debt Trades at 41% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 58.80 cents-on-
the-dollar during the week ended Friday, Nov. 11, 2011, a drop of
2.20 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014, and
carries Standard & Poor's B- rating.  The loan is one of the
biggest gainers and losers among 134 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors.  Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel.  Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker.  The Garden
City Group, Inc., was claims and noticing agent.  The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DPAC TECHNOLOGIES: Terminates All Offerings of Common Stock
-----------------------------------------------------------
DT Sale Corp., formerly known as DPAC Technologies Corp., filed
with the U.S. Securities and Exchange Commission Post-Effective
Amendments relating to the Registration Statements on Form S-3
pertaining to the registration for resale by the holders of:

   -- 884,167 shares of common stock;

   -- 4,998,877 shares of common stock;

   -- 3,039,516 shares of common stock; and

   -- 1,000,000 shares of common stock.

The Company also filed Post-Effective Amendments relating to the
Registration Statements on Form S-8 pertaining to the registration
of common stock under the 1985 Stock Option Plan and 1996 Stock
Option Plan:

   -- 750,000 shares of common stock;

   -- 500,000 shares of common stock;

   -- 685,000 options and 685,000 shares of common stock;

   -- 2,000,000 shares of common stock;

   -- 900,440 stock options and 900,440 shares of common stock;

   -- 1,000,000 shares of common stock of the Company; and

   -- 1,000,000 shares of common stock.

The Company has terminated all offerings of Common Stock pursuant
to its existing registration statements.  In accordance with an
undertaking made by the Company in the Registration Statements to
remove from registration, by means of a post-effective amendment,
any shares of Company Common Stock which remain unsold at the
termination of the offering, the Company  removes from
registration all shares of Company Common Stock registered under
the Registration Statements which remain unsold.

                      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.


DUNE ENERGY: To Pursue Prepack Ch. 11 if Exchange Fails
-------------------------------------------------------
Dune Energy, Inc. has initiated an offer to purchase $300 million
in aggregate principal amount of its 10.5% Senior Secured Notes
due 2012 (CUSIP NO. 265338 AC 7) in exchange for:

an aggregate of approximately 251 million shares of its newly
issued common stock,

an aggregate of 250,000 shares of its Series C Convertible
Preferred Stock, par value $0.01 per share, which will
automatically convert into an aggregate of approximately
3.537 billion shares of common stock when the restructuring
transactions are completed, and at Dune's option, either (a) $50
million aggregate principal amount of newly issued Floating Rate
Senior Secured Notes due 2016 or (b) an aggregate cash payment of
$50 million.

Holders of existing notes that are exchanged pursuant to the
exchange offer will not receive any additional consideration in
respect of accrued and unpaid interest on such existing notes.

In conjunction with the exchange offer, Dune is also soliciting
consents to the release of all liens securing the existing notes,
and the adoption of certain proposed amendments to the indenture
governing the existing notes to, among other things, eliminate
substantially all of the restrictive covenants, certain events of
default and other related provisions.

The exchange offer is a principal component of Dune's financial
restructuring plan, which is being implemented pursuant to an
amended restructuring support agreement with a group of investors
that hold approximately 96% of the aggregate principal amount of
the existing notes.  If fully subscribed, the exchange offer would
result in the ownership of 97.25% of Dune's common stock on a
post-restructuring basis by the holders of existing notes tendered
and exchanged pursuant to the offer.

As part of its overall restructuring efforts, Dune has also
entered into a customary commitment letter from BMO Capital
Markets Corp. and Bank of Montreal providing for a new $200.0
million senior secured revolving credit facility with an initial
borrowing base limit of up to $63.0 million.  The commitment
letter contemplates Bank of Montreal acting as sole administrative
agent for the new credit facility.  Bank of Montreal has committed
to provide the entire amount of lending under the senior secured
revolving credit facility, upon the terms and subject to the
conditions set forth in the commitment letter and the related term
sheet.  The commitment letter and related term sheet contemplate
the credit facility being secured by a first priority lien on
substantially all of the assets of Dune and its subsidiaries.  The
same collateral would also be subject to a subordinated lien
securing the new notes, with such subordinated lien being subject
to the terms of an intercreditor agreement.

The exchange offer will expire immediately after 11:59 p.m., New
York City time, on Dec. 12, 2011, unless extended by Dune. Dune
may extend the expiration date for any purpose, in accordance with
applicable securities laws, including in order to permit the
satisfaction or waiver of any or all conditions to the exchange
offer. The exchange offer is subject to several conditions.  Dune
reserves the right to waive any and all such conditions, in whole
or in part, subject to the provisions of the restructuring support
agreement.

Pursuant to a similar restructuring plan support agreement with a
holder of approximately 64% of Dune's issued and outstanding 10%
Senior Redeemable Convertible Preferred Stock, Dune has also
initiated solicitations of consents from the holders of existing
preferred stock, to the conversion of all of the outstanding
existing preferred stock into $4.0 million in cash and 1.5% of
Dune's common stock on a post-restructuring basis.

If completed, the contemplated restructuring transactions would
result in Dune's current common stockholders holding 1.25% of
Dune's common stock on a post-restructuring basis.  Post-
restructuring, percentage ownership of common stock by holders of
existing notes, holders of existing preferred stock and Dune's
current common stockholders, will be subject to dilution through
issuance of equity compensation pursuant to Dune's equity
compensation plan.

"With the support of holders of our notes and preferred stock, and
an ample lending commitment from Bank of Montreal, we are pleased
to begin this critical step towards completing our financial
restructuring plan," said James A. Watt, Dune's President and
Chief Executive Officer.  "We believe launching the exchange offer
and the related transactions is an important step toward the goal
of reducing Dune's outstanding debt, while providing stability and
operating flexibility that will benefit our stockholders,
employees, customers, partners and vendors."

As an alternative to the exchange offer, Dune is also soliciting
consents from its noteholders and existing preferred stockholders
to approve a prepackaged plan of reorganization in a chapter 11
bankruptcy proceeding.  If the exchange offer is not consummated,
Dune intends to pursue the prepackaged plan; however, the decision
to file a bankruptcy proceeding has not yet been made.  If the
requisite votes are received from holders of existing notes and
existing preferred stock accepting the prepackaged plan and it is
confirmed by the bankruptcy court, the prepackaged plan would have
principally the same effect as if 100% of the existing notes had
been tendered in the exchange offer and all the existing preferred
stock had been converted into common stock in accordance with the
preferred stock consent solicitation. I n the event the capital
restructuring plan is implemented pursuant to the prepackaged
plan, such restructuring plan is dependent upon a number of
factors, including the filing of the prepackaged plan and the
confirmation and consummation of the prepackaged plan in
accordance with the provisions of the bankruptcy code, and
obtaining new exit financing.

Dune does not anticipate any business interruption in its
operations during the restructuring process, regardless of whether
the restructuring is completed out of court or pursuant to a
bankruptcy proceeding.  Dune will continue its operations in the
normal course, and all vendors and suppliers will continue to be
paid in full under normal terms in the ordinary course of
business, subject to receipt by Dune of authority to do so in the
event of a bankruptcy filing.

                         About Dune Energy

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

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

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

                           *     *     *

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

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


DUTCH GOLD: Delays Filing of Quarterly Report on Form 10-Q
----------------------------------------------------------
Dutch Gold Resources, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2011.  The
Company was unable to compile the necessary financial information
required to prepare a complete filing.  Thus, the Company would be
unable to file the periodic report in a timely manner without
unreasonable effort or expense.  The Company expects to file
within the extension period.

                         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: U.S. Bank Wants Examiner to Probe Insiders
------------------------------------------------------
U.S. Bank National Association asks Judge Cecelia Morris of the
U.S. Bankruptcy Court to appoint an examiner to investigate and
report on the conduct of Dynegy Holdings LLC, certain of its
affiliates and directors, and certain significant equity holders
of Dynegy Inc., with a particular focus on those entities' roles
in prepetition actions that resulted in hundreds of millions of
dollars in assets being transferred away from Dynegy Holdings'
creditors for the benefit of their ultimate equity holders just
two months prior to the commencement of the Chapter 11 cases.

U.S. Bank is successor indenture trustee under the Indenture of
Trust, Mortgage, Assignment of Leases and Rents and Security
Agreement related to Roseton Units 1 and 2 and successor
indenture trustee under the Indenture of Trust, Mortgage,
Assignment of Leases and Rents and Security Agreement related to
Danskammer Units 3 and 4, at the direction of holders of notes
issued under those indentures.

John J. Rapisardi, Esq., at Cadwalader Wickersham & Taft LLP, in
New York, contends that the appointment of an examiner is
mandatory pursuant to Section 1104(c) of the Bankruptcy Code, and
cause exists for the appointment of an examiner based on the
conduct of Dynegy Holdings, its affiliates and the Control Group.

These cases, Mr. Rapisardi asserts, are not about preserving an
operating business because only two of the five debtors in these
cases have operating businesses, and those debtors have made
clear that they intend to get rid of those businesses as soon as
possible.  He further asserts that the only issues in these cases
are:

  * what assets are or should be available to satisfy the
    debtors' obligations; and

  * who is entitled to those assets?

Prior to September 2011, Dynegy Holdings indirectly owned all of
the Debtors' and their non-Debtor affiliates' operating assets.
Accordingly, all of Dynegy Holdings' assets were available to
satisfy Dynegy Holdings' creditors, and all of the value of those
assets had to pass through Dynegy Holdings before reaching its
parent company, Dynegy Inc., a non-Debtor.  On September 2, 2011,
Dynegy Inc. announced that it was now the owner of over half of
the operating assets that used to belong to Dynegy Holdings.

In other words, half of Dynegy Holdings' revenue-generating
assets no longer are available to satisfy Dynegy Holdings'
creditors because they are exclusively available to Dynegy Inc.
and its equity holders, Mr. Rapisardi points out.

"This insider transfer was undertaken with no notice to creditors
and, based on Dynegy Inc.'s public filings, no third party
marketing process, no fairness opinion and no review by
independent directors," Mr. Rapisardi tells the Court.

The restructuring support agreement that Dynegy Holdings, Dynegy
Inc. and a de minimis minority of non-insider creditors agreed to
immediately prior to the filing of these cases is a direct
outgrowth of this improper transfer and requires the debtors to
implement a plan that maintains equity's hold on assets that
should properly be used to repay creditors, Mr. Rapisardi argues.

The fact that Dynegy Holdings transferred a significant portion
of its assets to an insider through a closed and secretive
process just two months prior to filing a Chapter 11 case is in
and of itself sufficient to warrant scrutiny, Mr. Rapisardi
asserts.

In addition, Mr. Rapisardi asserts that rather than honoring its
fiduciary duties to Dynegy Holdings' creditors, the board sought
to erect legal barriers to inevitable creditor challenges by (i)
laundering the transfer through a shell subsidiary formed less
than a month earlier, in an attempt to manufacture standing
obstacles to any challenges, and (ii) converting Dynegy Holdings
from a corporation to a limited liability company the same day
its board approved the transfer in an attempt to minimize
fiduciary obligations to creditors.

"Dynegy Holdings' board's abdication of its responsibilities to
creditors raises serious questions about its fitness to manage
Dynegy Holdings and the other debtors in these Chapter 11 cases,"
Mr. Rapisardi says.

The actions of Dynegy Inc. and the Control Group are equally
troubling, and are clear violations of laws protecting creditors
against self-dealing, fraudulent transfers and abuse of the
corporate form.

               Pending State Court Litigation

On September 21, 2011, certain holders of Dynegy Holdings' senior
notes commenced an action against Dynegy Inc., Dynegy Holdings,
Dynegy Gas Investments, and Dynegy Holdings' board in the Supreme
Court of the State of New York, County of New York, captioned
Avenue Investments, L.P. v. Dynegy Inc., Case No. 652599/2011.
On September 27, 2011, the Indenture Trustee commenced an action
against Dynegy Inc., Dynegy Holdings, Dynegy Gas Investments, and
their directors and managers in the same court, captioned U.S.
Bank National Ass'n v. Dynegy Inc., Case No. 652642/2011.  On
November 4, 2011, the PSEG Entities commenced an action against
Dynegy Inc., Dynegy Holdings, Dynegy Gas Investments, and their
directors, managers and significant shareholders in the same
court, captioned Resources Capital Management Corp. v. Dynegy
Inc., Case No. 653067/2011.  Each complaint seeks, among other
things, declarations that the transfer of the coal portfolio to
Dynegy Inc. constituted actual and constructive fraudulent
transfers, and an unwinding of that transfer.

                         Dec. 2 Hearing

The Court will conduct a hearing on U.S. Bank's Request on
December 2, 2011 at 10:00 a.m.  Objections must be filed no later
than November 28, 2011 at 12:00 p.m.

                        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
estimated $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: Debtors Propose to Continue Energy Marketing & Sale
---------------------------------------------------------------
Dynegy Holdings, LLC, and its debtor affiliates seek authority
from Judge Cecelia Morris of the U.S. Bankruptcy Court for the
Southern District of New York to continue the marketing, sale,
and trading of energy through their non-debtor affiliate Dynegy
Power Marketing, LLC.

The Debtors have previously filed a motion seeking to immediately
reject the leases of the Roseton and Danskammer facilities, with
the rejection to be effective as of November 7, 2011.  The
Debtors also intend to take all steps necessary to transition
operation of the Leased Facilities to the Owner Lessors, as soon
as practicable in accordance with all applicable Federal and New
York regulatory requirements.

According to Sophia P. Mullen, Esq., Sidley Austin LLP, in New
York, applicable regulatory requirements prevent the Debtors from
simply "handing over the keys" to the Owner Lessors immediately
upon entry of an order authorizing the rejection until the Owner
Lessors are authorized to take operational control of the Leased
Facilities.  The Debtors anticipate that it may take some period
of time to obtain the necessary regulatory approvals to
transition operational control of the Leased Facilities to the
Owner Lessors.  The Debtors say they are pursuing all available
alternatives to expedite the approval process.  During this
transition period, the Debtors intend to operate the Leased
Facilities in accordance with prudent operating standards and as
necessary to comply with all applicable federal and state
regulatory requirements until the Owner Lessors are able to
accept operational responsibility for the Leased Facilities, Ms.
Mullen says.

Ms. Mullen relates that Danskammer and Roseton are exempt
wholesale energy generators that lease and operate power
generating Facilities located in New York.  The Facilities are
located within the New York Independent System Operator, Inc.
balancing authority area.  NYISO is a non-profit corporation
regulated by the Federal Energy Regulatory Commission that is
responsible for the reliable operation of New York's nearly
11,000 miles of high-voltage transmission and the dispatch of
over 500 electric power generators.

Because Danskammer and Roseton are not currently authorized NYISO
market participants/customers, they cannot sell electric energy
directly into the markets facilitated by the NYISO, Ms. Mullen
tells the Court.  In order to sell the energy they produce into
the NYISO Markets, Danskammer and Roseton each have entered into
an Energy Management Agreement with a non-debtor affiliate,
Dynegy Power Marketing, LLC, dated August 4, 2011.  DPM is an
energy marketer that is a registered NYISO customer and market
participant and is authorized to sell energy, capacity and
certain ancillary services related to energy sales in the New
York region at market-based rates.  Pursuant to the EMAs, DPM
provides energy management and marketing services to Danskammer
and Roseton by, among other things, selling the energy generated
by the Facilities and scheduling the sales.  In addition to sales
and marketing, DPM has also historically performed certain
trading and hedging activities on behalf of Danskammer and
Roseton.

After DPM completes a sale, it collects the revenues generated by
the sale and remits those amounts to DNE's gross margin account.
DPM receives a fee of $100,000 per month from each of Danskammer
and Roseton for the services provided by DPM under the EMAs.

As of the Petition Date, the Debtors do not believe that there
are any amounts owing to DPM under the EMAs.

Although the Debtors believe that continuing to operate under the
EMAs is in the ordinary course of their businesses, given the
critical importance of the EMAs and the need to comply with NYISO
rules and requirements, the Debtors are filing the Motion out of
an abundance of caution to ensure continuity in their business
practices and continued compliance with applicable regulatory
requirements, Ms. Mullen tells the Court.  In addition, the
Debtors believe the relief requested may help avoid any
misunderstanding between DPM and NYISO based on DPM's non-debtor
status and its role marketing and selling the Energy Products.
The relief sought in this Motion is thus critical and will help
enable the Debtors to stabilize their business operations and
reassure market participants transacting with DPM that DPM has
the requisite authority to transact on behalf of the Debtors, and
continues to comply with applicable regulatory requirements, Ms.
Mullen asserts.

                         *     *     *

The Court authorized the Debtors to continue operating, in the
ordinary course of business, under the terms of the EMAs with
DPM, including with respect to the marketing and sale of energy
products at any prior to the final hearing.

The final hearing on the request is scheduled for Dec. 2, 2011,
at 10:00 a.m. Eastern Time.  Objections are due Nov. 23.

                        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
estimated $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: Debtors Propose to Pay Prepetition Employee Wages
-------------------------------------------------------------
The business operations of Debtors Dynegy Northeast Generation,
Inc. and Hudson Power, L.L.C., are wholly conducted through
Debtors Dynegy Roseton, L.L.C. and Dynegy Danskammer, L.L.C., at
their power generation facilities

Dynegy Northeast Generation, Inc., currently employs 152 full-
time employees, comprising 126 hourly employees and 26 salaried
employees.  Approximately 126 of the employees are represented by
a union and are covered by a 2008 Collective Bargaining Agreement
Between the International Brotherhood of Electrical Workers Local
320-AFL-CIO and Dynegy Northeast Generation, Inc.  The CBA
expires on January 31, 2012.  The remainder of the Debtors'
employees is not subject to the terms of the CBA.  The Debtors
assert that the expertise and experience developed by the
employees is a critical component of the Debtors' ability to
operate the Facilities, in accordance with all applicable
regulatory requirements.

The Debtors, accordingly, ask interim authority from the Court to
continue to perform their obligations under existing plans,
programs and policies, to : (i) pay prepetition wages, salaries
and other compensation to their employees; (ii) continue to pay
and honor obligations relating to employee medical, insurance and
other benefit programs; (iii) reimburse prepetition employee
expenses; (iv) make payments relating to deductions and
withholdings; and (v) make all payments to third parties relating
to payments and contributions.

Furthermore, the Debtors ask the Court to direct applicable banks
and other financial institutions to honor and pay all checks and
transfers drawn on the Debtors' payroll accounts to make the
payments.

James F. Conlan, Esq., at Sidley Austin LLP, in New York, relates
that while the motion contemplates interim relief with regard to
the Debtors' Employee Obligations, the Motion does not seek
authority to honor the Debtors' obligations regarding these plans
until after the Debtors provide notice and a Final Hearing:

A. STI Plan

Eligible Non-Union Employees of certain Debtors participate in
the DI Incentive Compensation Plan.  Participants who are
employed on the last day of a calendar year have an opportunity
to receive an award, generally payable as a lump sum cash
payment, for the Performance Period if certain performance goals
and objectives are achieved during the Performance Period.  A
Participant is generally eligible to receive an STI award based
on his or her established STI target, eligible base pay,
performance and the level of funding of the total "Bonus Pool"
for the Performance Period.

B. Long-Term Incentives/Equity and Equity-Based Awards

DI maintains certain long-term incentive plans and the DI 2009
Phantom Stock Plan, under which DNE is a participating employer
and under which prior equity awards have been granted, and may be
granted going forward, to certain Non-Union Employees.
Specifically, four Non-Union Employees have been granted and have
outstanding awards of phantom stock units, with a total of about
35,864 outstanding units that are generally anticipated to vest
and be paid no sooner than March 2012.  However, one of these
four Non-Union Employees has given notice of his intent to retire
by year-end 2011 and meets certain age and service requirements
that would result in certain of the Employee's outstanding
phantom stock unit amounts vesting and being paid at that time in
accordance with the applicable award agreements.  If the Non-
Union Employee retires on December 31, 2011, approximately 4,991
of his outstanding unvested phantom stock units would vest and be
paid at the time.  Vesting and other terms and conditions of
these phantom stock unit awards are governed by the award
agreements and the Phantom Plan.

Mr. Conlan tells the Court that the Debtors believe no Employee
is owed in excess of $11,725 per employee on account of
prepetition wages.  However, the Debtors submit that, to the
extent any Employee is, in fact, owed in excess of $11,725,
satisfaction and payment of the amount is necessary and
appropriate, and may be authorized under Sections 105(a) and
363(b) of the Bankruptcy Code.

The Debtors argue that the they are asking is necessary for them
to operate the Facilities in compliance with all applicable
federal and state regulatory requirements until the Owner Lessors
are able to accept operational responsibility for the Leased
Facilities.  The Debtors' Employees rely on their full
compensation or reimbursement of their expenses in order to
continue to pay their daily living expenses, and these Employees
will be exposed to significant financial difficulties if the
Debtors are not permitted to honor their exiting Employee
Obligations.  Any delay or failure to pay wages, salaries,
benefits, expense reimbursements and other similar items would
irreparably impair the Employees' morale, dedication, confidence,
and cooperation, and would adversely impact the Debtors'
relationship with the Employees at a time when the Employees'
support is critical to facilitate the transition of the Leased
Facilities to the Owner Lessors.

                        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
estimated $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: Debtors Propose to Pay Critical Vendors' Claims
-----------------------------------------------------------
Dynegy Holdings, LLC, is a direct subsidiary of Dynegy Inc., a
public company which is not a debtor in these Chapter 11
proceedings, and is the direct or indirect parent of each of the
other four Debtors in the Chapter 11 cases.

The business operations of Dynegy Northeast Generation, Inc., and
Hudson Power, L.L.C., are wholly conducted through Debtors Dynegy
Roseton, L.L.C. and Dynegy Danskammer, L.L.C. at their power
generation facilities.  Danskammer owns four of the six power
generation units located at the Danskammer Facility and leases
the additional two units.  The Danskammer Facility uses coal,
natural gas and fuel oil as its primary fuels.  Roseton leases
each of the two units located at the Roseton Facility.  The
Roseton Leased Facility uses natural gas and fuel oil as its
primary fuels.  The units at the Facilities have a combined
generating capacity of approximately 1,693 MW, with the units at
the Leased Facilities comprising approximately 1,570 MW of this
capacity.

The Leased Facilities are leased pursuant to sale-leaseback
transactions under which Danskammer and Roseton make semi-annual
lease payments to a trustee for the benefit of pass-through trust
certificate holders and Roseton OL LLC and Danskammer OL LLC, the
owner lessors.

While operating the Leased Facilities for the benefit of the
Owner Lessors until the transition of operational control, the
Debtors must ensure continuous delivery of goods and services
necessary to ensure compliance with applicable regulatory
requirements.

The Debtors ask the Court to enter an interim order authorizing
them, in their discretion, to pay the prepetition claims of
Critical Vendors, Shippers, and Lien Claimants, in an aggregate
amount not to exceed $300,000.

The Debtors also seek authority to grant administrative priority
status to all their undisputed obligations owing to vendors
arising from the postpetition delivery of goods and postpetition
rendering of services ordered prior to the Petition Date.  The
Debtors also seek authority to pay the obligations in the
ordinary course of business pursuant to Section 503(b) of the
Bankruptcy Code.

Furthermore, the Debtors ask the Court to direct banks and other
financial institutions at which the Debtors maintain disbursement
and other accounts, at the Debtors' instruction, to receive,
process, honor, and pay, to the extent of funds on deposit, any
and all checks or electronic fund transfers in respect of the
relief requested.

Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York,
contends that collectively, the Debtors' vendors and service
providers ensure that the Debtors receive all of the fuel, goods,
equipment, and other materials necessary to operate the Roseton
and Danskammer Facilities in accordance with prudent operating
standards and applicable law.  Any significant disruption in the
Debtors' vendor network, like a vendor halting delivery of
certain necessary materials or fuel, or a vendor refusing to
perform duties necessary for the Debtors to comply with the
multi-faceted regulatory regime governing the Debtors'
businesses, could result in one or both of the Facilities
shutting down, potentially causing blackouts in the New York
state area.

"Such a result would have a devastating impact on the Debtors'
ability to maintain operations in accordance with prudent
operating standards and regulatory requirements, pending
regulatory approval to transition operational control of the
Leased Facilities to the Owner Lessors," Ms. Mullen says.

Ms. Mullen tells the Court that the Debtors have reviewed their
accounts payable and have undertaken a process to identify those
vendors who are essential to ensuring that the Debtors are able
to operate the Roseton and Danskammer Facilities consistent with
prudent operating standards and with all applicable regulations.

                         *     *     *

The Court has entered an interim order authorizing payment of
certain prepetition claims of Critical Vendors, Shippers, and
Other Lien Claimants in an amount aggregating not more than
$300,000.  The Office of the U.S. Trustee and an official
committee of unsecured creditors will be provided with weekly
reports of any payments made under the Interim Order.

The Final Hearing on the request will be held on December 2, 2011
at 10:00 a.m. Eastern Time.  Any objections must be filed with
the Court so as to be received no later than 5:00 p.m. Eastern
Time on November 23, 2011.

                        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
estimated $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: ISDA Names Bonds Deliverable Into Auction
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a committee of the
International Swaps and Derivatives Association published an
initial list of Dynegy Holdings LLC bonds Monday that in two weeks
time can be delivered by holders of insurance on the power
producer's debt in exchange for payouts.

                        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
estimated $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: Meeting to Form Creditors' Committee Today
------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold
can organizational meeting on Nov. 16, 2011, at 11:00 a.m. in the
bankruptcy case of Dynegy Holdings LLC.  The meeting will be held
at:

   J Millenium Broadway Hotel New York
   145 West 44th Street
   New York, NY  10036

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       About 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
estimated $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)


EAGLE BULK: Posts $5.9 Million Net Loss in 2011 Third Quarter
-------------------------------------------------------------
Eagle Bulk Shipping Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $5.9 million on $80.3 million of revenues
for the three months ended Sept. 30, 2011, compared with net
income of $8.2 million on $72.8 million of revenues for the same
period last year.

The Company had a net loss of $13.1 million on $243.4 million
of revenues for the nine months ended Sept. 30, 2011, compared
with net income of $23.8 million on $192.7 million of revenues for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.9 billion
in total assets, $1.2 billion in total liabilities, and
stockholders' equity of $670.2 million.

            Disagreement with Lender on Interpretation
            of Facility Agreement's Net Worth Covenant

On Sept. 26, 2011, the Company entered into a Sixth Amendatory and
Commercial Framework Implementation Agreement (the "Sixth
Amendment") to the Third Amended and Restated Credit Agreement
dated Oct. 19, 2007, which expires on April 30, 2012.  Among other
provisions, the Sixth Amendment suspends the Company's compliance
with the Minimum Adjusted Net Worth covenant until April 30, 2012,
for accounting periods ending March 31, 2011, June 30, 2011,
Sept. 30, 2011, and Dec. 31, 2011, and suspends compliance with
the Minimum Liquidity covenant until Jan. 30, 2012.

From Jan. 31, 2012, until March 30, 2012, the Minimum Liquidity
covenant is reduced to $500,000 multiplied by the number of
vessels owned and from March 31 until April 29, 2012, the Company
is required to maintain cash and cash equivalents in the amount of
$27,000,000 and at April 30, 2012, in the amount of $36,000,000.
Until April 30, 2012, the calculation of Minimum Liquidity
covenant includes undrawn facility amounts as cash and cash
equivalents.  As of Sept. 30, 2011, the undrawn amount is
$21,875,735.  The Sixth Amendment requires the Company to obtain
the lenders' consent for additional vessel dispositions during the
commercial framework period, and to make reasonable efforts to
meet certain reporting requirements to the lenders.

At the end of the Commercial Framework the Company will provide to
its lender the compliance certificates for the deferred periods.
As described in the Company's Annual Reports on Form 10-K for the
years ended Dec. 31, 2009, and Dec. 31, 2010, on Aug. 4, 2009, the
Company entered into a third amendatory agreement to its revolving
credit facility.  Among other things, the third amendatory
agreement reduced the facility to $1.2 billion and changed the
applicable interest rate to 2.5% over LIBOR.  In addition, among
other changes, the third amendatory agreement amended the
facility's net worth covenant from a market value to book value
measurement with respect to the value of the Company's fleet and
reduced the facility's EBITDA to interest coverage ratio, with
these changes to stay in effect until the Company was in
compliance with the facility's original covenants for two
consecutive accounting periods.

Based on information which the Company provided in 2010 to the
lenders under the revolving credit facility, the agent for the
lenders notified the Company that according to its interpretation
the Company was in compliance with the original covenants for the
second and third quarters during 2010, and, therefore, the
Company's original collateral covenants have been reinstated.  The
Company disagrees with the interpretation of the original covenant
calculation being used by the agent and has advised the agent that
the Company was not in compliance with the original covenants for
these two consecutive quarters, and, therefore, the amended
collateral covenants should remain in place.

Under the agent's interpretation of the covenant, the Company was
in compliance both with the original collateral covenants and the
amended collateral covenants during the accounting period ended
Dec. 31, 2010.  The Company has remained in compliance with the
amended collateral covenants during the accounting periods ended
March 31, 2011, June 30, 2011, and Sept. 30, 2011, but would not
have been in compliance for these periods under the agent's
interpretation of the original collateral covenants.

The Company believes that its interpretation of the facility
agreement's covenant calculation is correct, that the
reinstatement of the original loan covenant was not valid, and
that the Company remains in compliance with all covenants in
effect at Sept. 30, 2011.  However, if the agent's interpretation
is determined to be correct, the Company would not be in
compliance with the original covenants for the periods ending
March 31, 2011, June 30, 2011, and Sept. 30, 2011, which could
lead to a default under the facility agreement effective as of the
Compliance Certificate Date for that period and would result in
the classification as current of amounts due under the facility
agreement and could lead to substantial doubt about the Company's
ability to continue as a going concern, if the Company is unable
to agree on satisfactory terms or obtain a waiver from the agent.
Although there is no assurance that the Company will be successful
in doing so, it continues to seek a satisfactory agreement with
the agent.

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

                       http://is.gd/G5Prg3

Eagle Bulk Shipping Inc. is a Republic of the Marshall Islands
corporation headquartered in New York City.  It owns one of the
largest fleets of Supramax dry bulk vessels in the world.

The Company transports a broad range of major and minor bulk
cargoes, including iron ore, coal, grain, cement and fertilizer,
along worldwide shipping routes.  As of Sept. 30, 2011, the
Company's operating fleet consisted of 44 vessels.  It completed
its Supramax newbuilding program with the delivery of the last
newbuilding vessel on Oct. 19, 2011.


EASTERN LIGHT: Receives Notice of Non-Compliance From NYSE Amex
---------------------------------------------------------------
Eastern Light Capital, Inc. has been notified by the Compliance
Staff of the NYSE Amex LLC that the Company has not timely
regained compliance with Section 1003(a)(iii) of the Exchange's
Company Guide due to stockholders' equity of less than $6,000,000.
As a result, the notice indicated that the Company's securities
are subject to delisting from the Exchange unless the Company
requests a hearing before the Exchange's Listing Qualifications
Panel.  As disclosed on July 30, 2010, the Staff previously
granted the Company's request for an extension to evidence
compliance with the Exchange's stockholders' equity requirement,
through November 7, 2011.

The Company intends to request a hearing before the Panel at which
it will seek continued listing on the Exchange.  Based on the
hearing request, it is expected that the Company's securities will
remain listed and eligible for trading on the Exchange until the
Panel renders a decision following the hearing. However, there can
be no assurance that following the hearing the Panel will grant
the Company's request for continued listing on the Exchange.

                    About Eastern Light

Prior to 2007, Eastern Light Capital, Inc. originated and invested
in non-conforming, high yielding residential loans.  In 2007, new
management was installed, the Company eliminated the origination
and investment in mortgage loans and focused on repaying debt and
monetizing its existing loans and foreclosed properties. The
Company's future investment plans include retaining its REIT
status and investing in existing, leased, commercial properties
utilizing limited leverage.  Alternative strategic plans are also
being considered.


EMPIRE RESORTS: Reports $867,000 Third Quarter Net Income
---------------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $867,000 on $20.06 million of net revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $938,000 on
$19.48 million of net revenues for the same period during the
prior year.

The Company also reported net income of $958,000 on $53.53 million
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $11.77 million on $52.52 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $50.53
million in total assets, $24.86 million in total liabilities and
$25.66 million in total stockholders' equity.

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

                        http://is.gd/YE0uDV

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


ENER1 INC: Delays Filing of Quarterly Report on Form 10-Q
---------------------------------------------------------
Ener1, Inc., is unable, without unreasonable effort or expense, to
file its quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2011, with the Securities and Exchange Commission by
Nov. 9, 2011.  As described in Ener1's current report on Form 8-K
dated June 22, 2011, the Audit Committee of the Board of Directors
of Ener1, together with the then-Chief Executive Officer and then-
Chief Financial Officer of Ener1, had concluded that Ener1 was
required, under generally accepted accounting principles, to
record a material charge related to the loans receivable of Think
Holdings, AS, and accounts receivable of Think Global, AS, held by
Ener1.  In addition, as disclosed in Ener1's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2011, Ener1 recorded an
impairment charge to write off its investment in Think Holdings.

Thereafter, the Audit Committee of the Board of Directors of
Ener1, based upon a recommendation from management, determined
that Ener1's financial statements for the year ended Dec. 31,
2010, and for the quarter ended March 31, 2011, should no longer
be relied upon and should be restated.  This determination was
made following an assessment of certain accounting matters related
to the Think Holdings loans receivable and Think Global accounts
receivable and the timing of the recognition of the impairment
charge related to Ener1's investment in Think Holdings originally
recorded during the quarter ended March 31, 2011.

In addition, Ener1 has experienced further business disruptions,
including management changes and liquidity concerns.  Ener1
expects to receive, in its amended 2010 Form 10-K, an explanatory
paragraph in the audit opinion on its financial statements as of
and for the year ended Dec. 31, 2010, describing substantial doubt
about Ener1's ability to continue as a going concern.  Ener1 is
currently exploring its options, including a potential in-court or
out-of-court financial restructuring.

Ener1 continues to work to complete the restatement of its
financial statements for the year ended Dec. 31, 2010, and the
quarter ended March 31, 2011, as well as its financial statements
for the second and third quarters of 2011.  However, despite those
efforts, Ener1 does not expect it will be able to complete the
restatements and financial statements and file the Form 10-Q by
Nov. 14, 2011, and is unable to predict when it will be able to do
so.

                           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.


ENTECH SOLAR: Posts $2.0 Million Net Loss in 2011 Third Quarter
---------------------------------------------------------------
Entech Solar, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.0 million on $51,000 of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$3.3 million on $128,000 of revenues for the same period last
year.

The Company had a net loss of $6.6 million on $162,000 of revenues
for the nine months ended June 30, 2011, compared with a net loss
of $14.4 million on $173,000 of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2011, showed
$38.7 million in total assets, $4.2 million in total liabilities,
$11.2 million of Series D-1 convertible preferred stock, and
stockholders' equity of $23.3 million.

As reported in the TCR on Marcy 29, 2011, EisnerAmper LLP, in
Edison, New Jersey, expressed substantial doubt about Entech
Solar's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.

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

                       http://is.gd/0NuyrS

Fort Worth, Tex.-based Entech Solar, Inc., develops innovative,
patented solar technologies, including concentrating photovoltaic
(CPV) systems for both ground and space power applications.  The
Company designs concentrating solar modules that produce
electricity from sunlight as part of the SolarVolt(TM) product
line.


EPICEPT CORP: Files Form 10-Q, Incurs $5.4 Million Q3 Net Loss
--------------------------------------------------------------
EpiCept Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $5.39 million on $275,000 of total revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $3.16 million on
$257,000 of total revenue for the same period during the prior
year.

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

The Company's balance sheet at Sept. 30, 2011, showed $12.19
million in total assets, $26.44 million in total liabilities and a
$14.25 million total stockholders' deficit.

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

                        http://is.gd/vWm7te

                     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.


EVERGREEN ENERGY: Receives Non-Compliance Notice from NYSE Arca
---------------------------------------------------------------
Evergreen Energy Inc. was notified by NYSE Arca, Inc., that it was
not in compliance with the following NYSE Arca continued listing
standards: (i) Rule 5.5(b) - failure to maintain a closing price
at or above $3.00 over a 30 consecutive trading day period; (ii)
Rule 5.5(b) - failure to maintain a minimum net worth of
$4,000,000; and (iii) Rule 5.5(l)(3) - NYSE Arca has concluded
that the Company's financial condition is currently impaired to
the degree requiring consideration of a suspension or delisting
action.

The Company responded to the NYSE Arca on Nov. 6, 2011, addressing
the areas of noncompliance.  On Nov. 8, 2011, the Company received
a further letter from NYSE Arca indicating that it planned to
initiate delisting procedures for the reasons stated above by
holding a meeting on Nov. 29, 2011, to determine whether the
Company should remain listed.

Evergreen is exploring alternatives to address these areas of non-
compliance.  Pending the exchange's final determination, the
Company's common stock will remain listed on the NYSE Arca
exchange under the symbol "EEE," but will be assigned a ".BC"
indicator by the NYSE Arca to show that the company is currently
out of compliance with the NYSE Arca's continued listing
standards.

As previously disclosed in the 8-K, in connection with her
employment, Judy Tanselle was granted options to purchase 250,000
shares of common stock, the options were fully vested on the date
of grant and expire on Oct. 12, 2016.  The options are as follows:
(i) 100,000 options at an exercise price of $.095, the closing
price of the Company's common stock on Oct. 12, 2011); (ii) 75,000
options at exercise price of 150% of Grant Date Price, or $1.43
per option; (iii) 37,500 options at an exercise price of 175% of
Grant Date Price, or $1.66 per option; and (iv) 37,500 options at
225% of Grant Date Price, or $2.14 per option.  The equity-based
awards granted to Ms. Tanselle were granted pursuant to the
employment inducement award exemption provided under the corporate
governance listing standards of NYSE Arca.

                       About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.

The Company's balance sheet at June 30, 2011, showed
$24.54 million in total assets, $21.52 million in total
liabilities, $2,000 in preferred stock, and $3.02 million in total
stockholders' equity.


FAIRFIELD SENTRY: Liquidators Amend $919-Mil. Suit vs. Manager
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that liquidators from the British Virgin Islands for
Fairfield Sentry Ltd. and affiliated funds, which had been the
largest feeder funds for Bernard L. Madoff Investment Securities
Inc., filed an amended complaint against the funds' managers,
including Fairfield Greenwich Ltd. and Fairfield Greenwich
(Bermuda) Ltd.

According to the report, the complaint seeks return of $919
million paid over six years as management and performance fees for
supposed profits from investing with Mr. Madoff.  The complaint
says the managers were paid 20% of realized and unrealized growth
in the funds' net assets.

The complaint, originally filed in New York state court, was
transferred to U.S. District Court and from there to the
bankruptcy court in Manhattan.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FILENE'S BASEMENT: Shareholder Says Syms is Solvent
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for discount retailers Syms
Corp. and subsidiary Filene's Basement LLC selected Hahn & Hessen
LLP and Richards Layton & Finger PA as the panel's attorneys.

According to the report, in advance of the Nov. 15 hearing for
authority to conduct going-out-of-business sales at all 46 stores,
landlords filed objections often seen in similar cases.  Landlords
argued that liquidators can't use signs or banners not permitted
by the leases.  One objecting landlord is Saul and Stanley Zabar.

The report relates that Syms shareholder Esopus Creek Value Series
Fund LP, is objecting to the sale procedures.  Esopus said Syms is
solvent while Filene's isn't.  To protect shareholders, Esopus
wants the judge to incorporate protections into sale approval so
expenses run up by Filene's aren't paid by Syms.

Esopus also argues that the liquidators' guarantee of a minimum
recovery of 90% of the cost of merchandise is "illusory." The
long-time shareholder points to provisions in the contract with
the liquidators where the guarantee evaporates should the
inventory value come in below a specified level.

Mr. Rochelle says the stock price indicates that Syms should be a
solvent liquidation, meaning creditors of Syms would 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% to close at $10.17 on Nov. 3.  Since then, the
stock has consistently fallen.  On Nov. 11, the stock closed at
$8.19, down 61 cents a share on the Nasdaq Stock Market.

                    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 disclosed $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: Shareholders May Get Committee in Syms Ch. 11
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports thatfederal bankruptcy monitors
are scouting for shareholders willing to serve on an official
committee representing equity stakeholders in the bankruptcy
liquidation of cut-rate clothiers Filene's Basement and Syms.

                     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 disclosed $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: Shareholders, Creditors Protest Sale Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that shareholders and creditors
of Syms Corp., operator of the Filene's Basement and Syms retail
chains, are challenging the retailers' proposed method for
emptying the shelves at the chains' 46 stores in a massive going-
out-of-business sale, arguing the company has extended too
generous a hiring deal to outside liquidators.

                     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 disclosed $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%.


FRIENDLY ICE CREAM: Kirkland & Ellis OK'd as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al., to employ Kirkland & Ellis
LLP as counsel.

The Court ordered that K&E will file a notice of rate increase
with the Court if K&E increases the profession hourly rate of any
K&E attorney working on the matter to an amount in excess of
$1,000 per hour.

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

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Zolfo Cooper OK'd as Bankruptcy Consultants
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Friendly Ice Cream Corporation, et al., to
employ Zolfo Cooper, LLC, as bankruptcy consultants and special
financial advisors.

ZC will coordinate with the Debtors and with Duff $ Phelps
Securities, LLC and GA Keen Realty Advisors to avoid unnecessary
duplication of services.

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

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Creditors Committee Taps Akin Gump as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Friendly Ice Cream Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Akin Gump Strauss Hauer & Feld LLP as its co-counsel.

Akin Gump will, among other things:

   a) advise the Committee with respect to its rights, duties and
   powers in these cases;

   b) assist and advise the Committee in its consultations with
   the Debtors relative to the administration of these chapter 11
   cases; and

   c) assist the Committee in analyzing the claims of the Debtors'
   creditors and the Debtors' capital structure and in negotiating
   with holders of claims and equity interests.

The hourly rated of Akin Gump professionals and paraprofessionals
are:

         Partners                    $500 - $1,200
         Senior Counsel and Counsel  $415 -   $850
         Associates                  $335 -   $625
         Paraprofessionals           $125 -   $310

Akin Gump professionals with primary responsibility in the cases
and their hourly rates are:

         Daniel H. Golden, partner         $990
         Philip C. Dublin, partner         $790
         Abid Qureshi, partner             $790
         Ashleigh L. Blaylock, associate   $550
         Kristine G. Manoukian             $510

In addition to the financial restructuring lawyers, it will be
necessary, during the course of these cases, for other Akin Gump
professionals in other legal disciplines to provide services to
the Committee.

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

The Committee set a Nov. 23 hearing at 2:00 p.m. (ET), on its
requested retention of Akin Gump.  Objections, if any, are due
Nov. 16, at 4:00 p.m.

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Pachulski Stang Approved as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al., to employ Pachulski Stang
Ziehl & Jones LLP as counsel.

To the best of the Debtors' knowledge, PSZ&J is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FUNXION LLC: Court Rejects Landlord's Proposed Order
----------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., rejected an attempt by a
debtor's landlord to insert new language in a proposed order,
saying such requested relief ought to be pursued by a new motion.

Euro K Street Properties, Inc., landlord to FunXion LLC, sought a
declaration that the automatic stay is inapplicable in the
Debtor's case on the theory that the lease had been terminated
prepetition.  At the hearing on the motion, Euro's attorney
announced that Euro would no longer be pursuing the argument that
the debtor's lease had been terminated prepetition.  The motion
was resolved by the entry of an Order Conditioning Automatic Stay.
Thereafter, Euro's attorney docketed the new proposed order,
linking the new proposed order as relating to the motion.  The new
proposed order alludes to the motion and the Order Conditioning
Automatic Stay that resolved that motion, and alludes to a later
order deeming the debtor's lease to have been rejected.  The new
proposed order recites that Euro "has requested an order pursuant
to 11 U.S.C. Sec. 362(j) confirming that the automatic stay has
been terminated."  In fact, however, no motion making such a
request has been filed.

Judge Teel said the proposed order is an attempt to rely upon a
fact -- namely, the entry of a later order decreeing that the
lease had been rejected -- that was not a fact that was relied
upon or could have been relied upon in the motion.  Moreover, 11
U.S.C. Sec. 362(j) only applies when the automatic stay has been
terminated under 11 U.S.C. Sec. 362(c), which has nothing to do
with a rejected lease.  If there has been a failure to pay rent as
required by the Order Conditioning Automatic Stay and a failure to
cure within the specified time after notice of the default, then
the stay lifted without the necessity of further order.

A copy of Judge Teel's Nov. 10, 2011 Memorandum Decision and Order
is available at http://is.gd/VqLX66from Leagle.com.

FunXion LLC is a restaurant and bar in Washington D.C.  It sells
tame, organic health food by day.  No salt, oil, sugar or butter
is allowed in the kitchen.  But, upon nightfall, the club sells
sustainable booze and switches its name to DysFunXion.  It filed
for Chapter 11 (Bankr. D. D.C. Case No. 11-00377) on May 18, 2011,
listing under $1 million in assets and debts.  A copy of the
petition is available at http://bankrupt.com/misc/dcb11-00377.pdf


GENTA INC: Incurs $26.3 Million Third Quarter Net Loss
------------------------------------------------------
Genta Incorporated filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $26.29 million on $63,000 of net product sales for the three
months ended Sept. 30, 2011, compared with net income of $7.74
million on $82,000 of net product sales for the same period during
the prior year.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company also reported a net loss of $37.36 million on $170,000
of net product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $133.43 million on $192,000 of net
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$16.82 million in total assets, $32.13 million in total
liabilities and a $15.30 million total stockholders' deficit.

                        Bankruptcy Warning

In September 2011, the Company issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.

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

                        http://is.gd/oEuNnI

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.


GOLD RESERVE: Toronto Stock Exchange Reviews Firm's Listing
-----------------------------------------------------------
Gold Reserve Inc. disclosed that the Toronto Stock Exchange is
reviewing the Company's Common Shares with respect to meeting the
requirements for continued listing pursuant to the Expedited
Review Process.  This review of our compliance with the TSX's
continued listing standards is a direct result of the
expropriation of the Brisas Project by the government of
Venezuela.

In September 2011 the Company received a letter from the
Compliance & Disclosure Department of the TSX requesting that the
Company provide information regarding its current operating
activities as part of a fact gathering process related to meeting
the TSX's continuous listing requirements.  The letter stated that
if the TSX determines that the Company has discontinued a
substantial portion of its business, the Company will be required
to meet the original listing requirements of the TSX.  If the
Company fails to provide an acceptable plan to the TSX of how it
intends to meet the OLR in the short term, the TXS will initiate a
delisting review.  On Oct. 4, 2011 the Company provided its
response and a plan to the TSX regarding the Company's efforts to
maintain compliance and continue its listing on the TSX.

On Nov. 11, 2011 the Company received a letter from the Compliance
Department advising the Company that the Company's plans are not
sufficiently advanced to approve compliance with TSX's continued
listing requirements.  As a result, the TSX is reviewing the
eligibility for continued listing on TSX of the common shares of
the Company pursuant to Part VII of The TSX Company Manual, under
the Expedited Review Process as described in Section 707(b) of the
TSX Company Manual.  The Continued Listing Committee of the TSX
scheduled a meeting on Nov. 21, 2011 to consider whether or not to
suspend trading in and delist the common shares of the Company.
The Company expects to make a submission regarding this matter
prior to the meeting.

There can be no assurance that the Company will be able to achieve
compliance within the required time frame, and if the Company is
not able to achieve compliance, the Company will remain subject to
delisting procedures as set forth in the Company Manual and may in
fact be delisted.  Management is also evaluating alternative
listing options such as the TSX Venture Exchange or NEX.


GLOBAL FOOD: Posts $1.0 Million Net Loss in Third Quarter
---------------------------------------------------------
Global Foods Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.0 million on $5,936 of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss $869,936 on $297,455 of revenues for the same period
last year.

The Company had a net loss of $2.9 million on $107,374 of revenues
for the nine months ended Sept. 30, 2011, compared with a net loss
of $2.7 million on $933,255 of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2011, showed $1.3 million
in total assets, $4.3 million in total liabilities, all current,
and a stockholders' deficit of $3.0 million.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about Global Foods
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has an accumulated deficit of approximately
$64.4 million at Dec. 31, 2010, has negative cash flow from
operations of approximately $2.8 million for the year ended
Dec. 31, 2010, and has negative working capital at Dec. 31, 2010.

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

                       http://is.gd/4xBERL

Headquartered in Hanford, California, Global Food Technologies,
Inc., is a life sciences company focused on food safety processes
for the food processing industry by using its proprietary
scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for
human consumption.  The Company has developed a process using its
technology called the "iPuraT Food Processing System".  The System
is installed in processor factories in foreign countries with the
product currently sold in the United States.


GLOBAL TEL*LINK: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Mobile, Ala.-based prison phone
provider Global Tel*Link Corp.'s (GTL) proposed $605 million term
loan and $50 million revolving credit.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the company. The outlook is stable.

"The ratings on GTL reflect the company's highly leveraged
financial risk profile and what we consider a weak business risk
profile," said Standard & Poor's credit analyst Catherine
Cosentino. GTL's niche focus on a mature market, recent revenue
declines (primarily stemming from a higher concentration of local
calls having lower call pricing), as well as some historical
volume declines, outweigh the company's largely recurring revenue
business based on multiple-year contracts with prisons, in the
business risk assessment.

"GTL provides telecommunications services to U.S. correctional
facilities operated by city, county, and state authorities. The
company is the largest provider in this approximately $1.2 billion
market with about a 50% share, followed by Securus Holdings Inc.
GTL's focus on a mature niche market, high cost structure,
exposure to ongoing bad debt expense for the non-prepaid part
of its business, and the risk of continued call volume declines
contribute to what we consider a weak business risk profile.
Although EBITDA margins have improved, commissions paid to
facilities and telecommunications expenses remain significant
costs," S&P said.

Partly tempering the business risks are multiple-year customer
contracts, typically with high renewal rates that provide
visibility into recurring revenue, benefits from additional scale
following recent acquisitions, and the company's ability to
continue to reduce bad debt exposure by shifting a significant
portion of revenues to accounts prepaid by inmate family and
friends. Further, GTL's strong market share and the exit of
larger, better capitalized telecommunications companies from the
prison phone market give GTL a good competitive position," S&P
said.


GREAT ATLANTIC: $490MM Yucaipa Funding Underpins Chapter 11 Plan
----------------------------------------------------------------
Kathleen Lynn at NorthJersey.com reports that Great Atlantic &
Pacific Tea Co. reached an agreement on employee concessions and
filed a reorganization plan on Nov. 14, 2011, with the U.S.
bankruptcy court.

According to the report, the plan, first announced earlier this
month, would allow A&P to emerge from bankruptcy in early 2012 as
a private company, with $490 million in debt and equity financing
from The Yucaipa Cos., Mount Kellett Capital Management LP and
investment funds managed by Goldman Sachs Asset Management LP.

The investors will purchase new notes and shares and will receive
all the equity in the reorganized company.  The financing will pay
secured creditors in full and provide a $40 million cash pool for
distribution to general unsecured creditors.

The report says the reorganization plan includes concessions from
the United Food and Commercial Workers Union, which represents
almost 12,000 workers at A&P's stores.  Those include the
Pathmark, Waldbaum's, Food Emporium, Food Basics and SuperFresh
stores.

"We have a tentative agreement with A&P, subject to the approval
of our membership," the report quotes John T. Niccollai, president
of the union's Little Falls-based Local 464A, which represents
9,000 A&P employees, as saying.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.


GREENSHIFT CORP: To Effect a 1-for-1000 Reverse Stock Split
-----------------------------------------------------------
Effective at close of business on Sept. 9, 2011, GreenShift
Corporation filed with the Secretary of State of the State of
Delaware a certificate of amendment to the Company's certificate
of incorporation to give effect to a 1-for-1000 reverse stock
split.  The Company's common began trading on a post-reverse split
basis on Nov. 11, 2011.  The post-reverse split common stock will
be listed under the symbol "GERSD" for twenty business days, then
will revert to "GERS."

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

The Company reported a net loss of $12.14 million on $7.73 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $19.73 million on $3.87 million of revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $6.74 million
in total assets, $50.97 million in total liabilities and a $44.23
million total stockholders' deficit.

As reported by the TCR on April 8, 2011, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2010 financial results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and its total liabilities exceed its total assets.


GUIDED THERAPEUTICS: Amends 2.6 Million Common Shares Offering
--------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.1 to Form S-1 registration
statement relating to 2,600,000 shares of the Company's common
stock issued or issuable upon the exercise of warrants at an
exercise price of $0.01 per share.  The shares offered by this
prospectus may be sold from time to time by James E. Funderburke
and Dolores Maloof at prevailing market prices or prices
negotiated at the time of sale.

The Company will not receive any cash proceeds from the sale of
shares by the selling stockholders, but to the extent that the
warrants are exercised in whole or in part, the Company will
receive payment for the exercise price.  The Company will pay the
expenses of registering these shares.

The Company's common stock is dually listed on the OTC Bulletin
Board and the OTCQB quotation systems under the symbol "GTHP."
The last reported sale price of the Company's common stock on the
OTCBB on Nov. 7, 2011, was $0.85 per share.

A full-text copy of the amended Form S-1 is available at no charge
at http://is.gd/fZmE27

                     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.


HARRISBURG, PA: Council Attorney Asks IRS to Probe City Bonds
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the attorney representing a
band of Harrisburg, Pa., city council members has asked the U.S.
Internal Revenue Service to investigate whether the city did its
financial homework before issuing bonds to pay for its failed
trash incinerator project.

                  About Harrisburg, Pennsylvania

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

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

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

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

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

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


HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 73.98 cents-on-
the-dollar during the week ended Friday, Nov. 11, 2011, an
increase of 0.47 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 134 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

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

                          *     *     *

As reported by the TCR on Sept. 16, 2011, Moody's Investors
Service has lowered all the credit ratings, including the
corporate family rating to Caa3 from Caa2, of Hawker Beechcraft
Acquisition Company LLC.  The rating outlook is negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio. While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)


HCSB FINANCIAL: Posts $3.3 Million Net Loss in Third Quarter
------------------------------------------------------------
HCSB Financial Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.3 million on net interest income
of $3.9 million for the three months ended Sept. 30, 2011,
compared with a net loss of $3.0 million for the same period of
2010.

The Company had a net loss of $24.9 million on net interest income
of $12.9 million for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.7 million on net interest income of
$13.4 million for the corresponding period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$544.4 million in total assets, $543.9 million in total
liabilities, and stockholders' equity of $472,000.

"The Bank [Horry County State Bank}, with a loan portfolio
consisting of a concentration in commercial real estate loans, has
seen a decline in the value of the collateral securing its
portfolio as well as rapid deterioration in its borrowers' cash
flow and ability to repay their outstanding loans to the Bank,"
the Company said in the filing.  "As a result, the Bank's level of
nonperforming assets has increased substantially during 2010 and
the nine months of 2011.  As of Sept. 30, 2011, our nonperforming
assets equaled $90,632,000, or 16.65% of assets, as compared to
$86,386,000, or 10.93% of assets, as of Dec. 31, 2010.  In
addition, our level of impaired loans increased to $76,821,000 at
Sept. 30, 2011, compared to $69,495,000 at Dec. 31, 2010.  For the
nine months ended Sept. 30, 2011, the Bank recorded a $20,175,000
provision to increase the allowance for loan losses to a level
which, in management's best judgment, adequately reflected the
increased risk inherent in the loan portfolio as of Sept. 30,
2011.  Nevertheless, given the current economic climate,
management recognizes the possibility of further deterioration in
the loan portfolio for the remainder of 2011.  For the nine months
ended Sept. 30, 2011, we recorded net loan charge-offs of
$14,989.000, or 3.57% of average loans, as compared to net loan
charge-offs of $9,570,000, or 2.28% of average loans, for the nine
months ended September 30, 2010."

"Management believes the Bank's liquidity sources are adequate to
meet its needs for at least the next 12 months, but if the Bank is
unable to meet its liquidity needs, then the Bank may be placed
into a federal conservatorship or receivership by the FDIC, with
the FDIC appointed conservator or receiver."

"The Company will also need to raise substantial additional
capital to increase capital levels to meet the standards set forth
by the FDIC.  As a result of the recent downturn in the financial
markets, the availability of many sources of capital (principally
to financial services companies) has become significantly
restricted or has become increasingly costly as compared to the
prevailing market rates prior to the volatility.  Management
cannot predict when or if the capital markets will return to more
favorable conditions.  Management is actively evaluating a number
of capital sources asset reductions and other balance sheet
management strategies to ensure that the Bank's projected level of
regulatory capital can support its balance sheet."

"There can be no assurances that the Company will be successful in
its efforts to raise additional capital during the remainder of
2011, in 2012, or at all.  An equity financing transaction would
result in substantial dilution to the Company's current
shareholders and could adversely affect the market price of the
Company's common stock.  It is difficult to predict if these
efforts will be successful, either on a short-term or long-term
basis.  Should these efforts be unsuccessful, due to the
regulatory restrictions which exist that restrict cash payments
between the Bank and the Company, the Company may be unable to
realize its assets and discharge its liabilities in the normal
course of business."

                          Consent Order

On Feb. 10, 2011, the Bank entered into the Consent Order with the
FDIC and the State Board.   The Consent Order conveys specific
actions needed to address the Bank's current financial condition,
primarily related to capital planning, liquidity/funds management,
policy and planning issues, management oversight, loan
concentrations and classifications, and non-performing loans.

The Company believes it is currently in substantial compliance
with the Consent Order except for the requirement to achieve and
maintain, within 150 days from the effective date of the Consent
Order, Total Risk Based capital at least equal to 10% of risk-
weighted assets and Tier 1 capital at least equal to 8% of total
assets.

At Sept. 30, 2011, the Bank was categorized as "significantly
undercapitalized."

Pursuant to the requirements under the Consent Order, the Company
submitted its capital plan to the FDIC for review.  The FDIC has
directed the Company to revise the capital plan and, in addition,
to develop a capital restoration plan, which the Company has
resubmitted.

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

                       http://is.gd/6K8bUM

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.


HEARTLAND GOLF: Files for Bankruptcy to Avert Foreclosure Sale
--------------------------------------------------------------
Steve Vockrodt, reporter at Kansas City Business Journal, relates
that Heartland Golf Development II LLC filed on Nov. 10, 2011, for
Chapter 11 bankruptcy reorganization in the U.S. Bankruptcy Court
in Kansas City to stave off a foreclosure sale of its south Kansas
City property.

Heartland Golf Development II LLC owns Hillcrest Country Club.

According to the report, the Chapter 11 filing came a day before
the country club property was set to be auctioned off on the
Jackson County Courthouse steps.  The owner of the club, which
opened in 1916 in the area around 87th Street and Interstate 435
near Swope Park, had defaulted on a promissory note with North
American Savings Bank.  The bankruptcy filing stays the
foreclosure proceedings.

The report notes Erlene Krigel, Esq., at Krigel & Krigel PC
represents the Company as its attorney.  She may be reached at:

          Erlene Krigel, Esq.
          KRIGEL & KRIGEL PC
          4550 Belleview Avenue
          Kansas City, MO 64111-3506
          Tel: 816-756-5800 (Ext. 6010)
          Fax: 816-756-1999

The report says the bankruptcy filing indicated that Heartland
Golf has between $1 million and $10 million in both debts and
assets.  The petition lists 23 creditors but does not include
amounts owed.  Among those listed were NASB, HCA Midwest, the
Missouri Department of Revenue and Prairie Highlands Golf Course.

The report says Prairie Highlands Golf Course in Olathe is owned
by Heartland Golf managing member David Francis, scion of the
Kansas City family behind the Francis Family Foundation.

The report adds one of Mr. Francis' associates, Terry Clark, also
is listed as a creditor.  Messrs. Clark and Francis are embroiled
in an ownership dispute about a Hillcrest property and others.
Mr. Clark has claimed that Francis cut him out of an equal
partnership in Heartland Golf's assets.


HOLDINGS OF EVANS: Hearing on Access to Cash Continued to Nov. 21
-----------------------------------------------------------------
On Nov. 2, 2011, 2010-1 SFG Venture, LLC, filed its opposition to
Holdings of Evans LLC's motion for authorization to use cash
collateral.

SFG says that the Debtor cannot adequately protect SFG's security
interest in the cash collateral or SFG's other collateral because:

1) The Debtor does not have any equity in the Real Property, which
by the Debtor's admission may be worth as low as $4.7 million.

2) The Debtor's proposed budget, which already indicates that the
Debtor will have net operating income of a meager $239 a month,
fails to provide for the payment of all expenses, such as the
timely accrual and payment of real property taxes, which are
necessary to prevent diminution to the value of SFG's collateral.

3) The Debtor's continued unauthorized use of cash collateral
without the consent of SFG or an order from the Bankruptcy Court,
combined with the Debtor's inability to honor its previous
commitments to make agreed adequate-protection payments,
demonstrates the Debtor's total inability to adequately protect
SFG's collateral, much less propose a plan that has reasonable
possibility of being confirmed within a reasonable time period.

In the alternative, should the Court approve the cash collateral
motion, SFG requests that:

1) Any order authorizing the final use of cash collateral should
be for a limited time -- until Dec. 6, 2011 ? and condition any
use of the cash collateral after Dec. 6, 2011, on the Debtor's
ability to comply with Section 362(d)(3) of the Bankruptcy Code.
Pursuant to Section 362(d)(3) of the Bankruptcy Code, the Debtor,
which does not dispute it is a single-asset real estate entity,
has 90 days from the Petition Date to either file a plan of
reorganization that has a reasonable possibility of being
confirmed within a reasonable time or commence making monthly
interest payments to SFG "in an amount equal to interest at the
then applicable contract rate of interest on the value of [SFG's]
interest in the real estate."

The Debtor should pay all net operating income to SFG.

The U.S. Bankruptcy Court for the Southern District of Georgia has
continued to Nov. 21, 2011, at 3:30 p.m. the final hearing on the
Debtor's motion for interim and final authorization to use cash
collateral.

As reported in the TCR on Oct. 31, 2011, Holdings of Evans, LLC,
asked the Bankruptcy Court for authorization to use cash
collateral of SFG, consisting of cash deposited in the Debtor's
checking account of $20,526 as of the Petition Date, the cash
generated from the postpetition collection of prepetition
receivables, and postpetition rents.

SFG, which claims to be owed at least $5,281,992 as of the
Petition Date, exclusive of accruing interest, fees, costs, and
other charges, asserts a security interest in assets of the Debtor
by virtue of an assignment from the FDIC as receiver for Silverton
Bank, N.A., as assignee of Specialty Finance Group, LLC.

The Debtor proposes as adequate protection in exchange for its use
of cash collateral that SFG will retain its pre-petition liens to
the same extent and priority that existed pre-petition, and that
the Debtor will begin making adequate protection payments as
provided in the Interim Order.

SFG, on Oct. 20, 2011, had asked the Bankruptcy Court to enter an
order compelling the Debtor to immediately cease using cash
collateral, and for Debtor to sequester and account for all cash
collateral.

                     About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns improved real property located at 156 Classic Road in
Athens, Georgia and is engaged in the business of operating a
hotel commonly known as Candlewood Suites.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on
Sept. 2, 2011.  Judge Susan D. Barrett presides over the case.
Todd Boudreaux, Esq., at Shepard, Plunkett, Hamilton & Boudreaux,
LLP, in Evans, Ga., serves as the Debtor's counsel.  The petition
was signed by GB Sharma, managing member.

In its amended schedules, the Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the petition date.

Sean C. Kulka, Esq., Michael F. Holbein, Esq., and Noel J.
Bartels, Esq., at Arnall Golder Gregory LLP, in Atlanta, Ga.,
represent secured creditor 2010-1 SFG Venture LLC as counsel.


HOLDINGS OF EVANS: Wants to Pay Escrow Shortage by Nov. 30
----------------------------------------------------------
Holdings of Evans LLC asks the U.S. Bankruptcy Court for the
Southern District of Georgia to amend its oral order announced on
Oct. 26, 2011, requiring the Debtor to make two payments prior to
the close of business on Oct. 31, 2011: an adequate protection
payment of $26,000 and an escrow payment in the amount of
$45,958.73 for real property taxes.

The requirement to pay $45,958.73 was based on 2010-1 SFG Venture,
LLC's representation that real property taxes were due and payable
by Oct. 20, 2011.  The Debtor has provided information to SFG to
indicate that the taxes are not due until Dec. 20, 2011.

The Debtor told the Court it lacks sufficient cash to immediately
pay the two payments as announced by the Court, but anticipates
having sufficient funds from its operations to pay the escrow
shortage prior to Nov. 30, 2011.

Thus, the Debtor asks the Court to amend its oral ruling
permitting the Debtor to pay the escrow shortage on or before
Nov. 30, 2011.

The hearing on the motion, originally scheduled for Nov. 3, 2011,
is continued to Nov. 21, 2011, at 3:30 p.m.

                     About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns improved real property located at 156 Classic Road in
Athens, Georgia and is engaged in the business of operating a
hotel commonly known as Candlewood Suites.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on
Sept. 2, 2011.  Judge Susan D. Barrett presides over the case.
Todd Boudreaux, Esq., at Shepard, Plunkett, Hamilton & Boudreaux,
LLP, in Evans, Ga., serves as the Debtor's counsel.  The petition
was signed by GB Sharma, managing member.

In its amended schedules, the Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the petition date.

Sean C. Kulka, Esq., Michael F. Holbein, Esq., and Noel J.
Bartels, Esq., at Arnall Golder Gregory LLP, in Atlanta, Ga.,
represent secured creditor 2010-1 SFG Venture LLC as counsel.


HOLDINGS OF EVANS: Wants to Borrow $100,000 From G.B. Sharma
------------------------------------------------------------
Holdings of Evans LLC asks the U.S. Bankruptcy Court for the
Southern District of Georgia for authorization to obtain financing
of up to $100,000 from G.B. Sharma on a revolving credit basis.

G.B. Sharma is the President and CEO of the Debtor.

Among the conditions to such financing are Lender's requirements
that it be granted priority treatment pursuant to 11 U.S.C.
Section 364(b).

Interest will accrue on the unpaid principal balance of the Post-
Petition Loan and will be payable in arrears by Debtor on the
first day of each month upon the closing daily balances in
Debtor's Post-Petition Loan account for each day during the
immediately preceding month, at a rate of 1% per annum in excess
of the Prime Rate as published in the Wall Street Journal.

The Agreement will become effective upon acceptance by Lender and
will continue in full force and effect for a term ending the
earlier of Dec. 31, 2015, or the sale of substantially all of the
Debtor's assets, unless sooner terminated as provided in the
Agreement or by the Bankruptcy court, or extended by Lender in its
absolute discretion.

2010-1 SFG Venture, LLC, has filed a limited objection to the
motion of the Debtor obtain financing.

Specifically, SFG objects to the DIP Financing Motion and the
Proposed DIP Financing Order to the extent that either provides
the Lender protections unavailable to under Section 364(b) of the
Bankruptcy Code.  SFG further requests that the Proposed DIP
Financing Order clarify that the proposed financing is subject to
SFG's liens, including any replacement liens (to the extent
granted), and that the Lender is not entitled to receive any
payments on account of the proposed financing unless and until SFG
receives payment in full of the Pre-Petition Debt and/or its
super-priority claim, if any (to the extent granted).

SFG also objects, absent an evidentiary record, to the Court
making a good faith finding under Section 364(e) of the Bankruptcy
code. In favor of the proposed Lender.

SFG is represented by:

         Sean C. Kulka, Esq.
         Michael F. Holbein, Esq.
         Noel J. Bartels, Esq.
         ARNALL GOLDEN GREGORY LLP
         171 17th Street, N.W., Suite 2100
         Atlanta, GA 30363-1031
         Tel: (404) 873-8664
         Fax: (404) 873-8665
         E-mail: sean.kulka@agg.com
                 michael.holbein@agg.com
                 noel.bartels@agg.com

                     About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns improved real property located at 156 Classic Road in
Athens, Georgia and is engaged in the business of operating a
hotel commonly known as Candlewood Suites.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on
Sept. 2, 2011.  Judge Susan D. Barrett presides over the case.
Todd Boudreaux, Esq., at Shepard, Plunkett, Hamilton & Boudreaux,
LLP, in Evans, Ga., serves as the Debtor's counsel.  The petition
was signed by GB Sharma, managing member.

In its amended schedules, the Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the petition date.

Sean C. Kulka, Esq., Michael F. Holbein, Esq., and Noel J.
Bartels, Esq., at Arnall Golden Gregory LLP, in Atlanta, Ga.,
represent secured creditor 2010-1 SFG Venture LLC as counsel.


HOVNANIAN ENT: Fitch Affirms 'C' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Hovnanian Enterprises, Inc. (NYSE: HOV) to 'CCC' from Restricted
Default (RD).  Fitch lowered Hovnanian's IDR to RD on Nov. 2, 2011
following the completion of the company's debt exchange offer,
which Fitch viewed as a distressed debt exchange.

In addition, the following ratings are affirmed:

  -- Senior secured notes at 'B-/RR3';
  -- Senior unsecured notes at 'C/RR6';
  -- Series A perpetual preferred stock at 'C/RR6'.

Fitch has also assigned a 'CC/RR5' rating to the company's new
$141.8 million 5% senior secured notes and $53.2 million 2% senior
secured notes due 2021.

The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.
The rating also incorporates the still challenging housing
environment.  With the soft economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.

The company ended the July 2011 quarter with $273.4 million of
unrestricted cash on the balance sheet and no major debt
maturities until calendar 2014, when approximately $42.9 million
of senior notes become due.  While the company currently has an
adequate liquidity position, Fitch is somewhat concerned that the
company is willing to lower its target level for unrestricted cash
to between $110 million and $185 million to take advantage of land
acquisition opportunities.  Given that the company terminated its
revolving credit facility during the fourth quarter of 2009, Fitch
is concerned that this level of cash does not provide a large
enough liquidity cushion in the event that the current low levels
of housing activity persist longer than anticipated or gravitate
lower.  The absence of a bank credit facility also means a lack of
bank oversight, which is a useful check on management's appetite
for risk.

HOV spent roughly $305 million on land and development during the
first nine months of fiscal 2011.  This compares to $287.9 million
of new land purchases during fiscal 2010.  For the 12-month period
ending July 31, 2011, the company had $238.7 million of negative
cash flow from operations (CFO).

A weak operating environment over the next 12-18 months will
likely result in continued losses and negative CFO for the
company, thereby eroding its cash position.  Fitch currently
projects HOV's unrestricted cash position will be between $125
million and $150 million by year-end 2012.  Should the depressed
level of housing starts and weak new non-residential construction
spending persist beyond 2012, HOV's liquidity could deteriorate
further and lead to additional negative rating actions.

At July 31, 2011, the company controlled 32,185 lots (including
unconsolidated joint ventures), of which 59.2% were owned and the
remaining lots controlled through options and joint venture
partnerships.  Based on the latest 12-month (LTM) closings, HOV
controlled 7.6 years of land and owned roughly 4.8 years of land.

As expected, the housing recovery has been irregular so far and to
date quite anemic.  Various housing and related statistics appear
to have bottomed in early to mid-2009.  Since then, the on, off,
then on again federal housing credit at times spurred or at least
pulled housing demand forward. With the U.S. economy moving from
recession to expansion in the third quarter of 2009, plus very
attractive housing affordability and government incentives,
housing was jump-started.  However, faltering consumer confidence,
among other issues, has restrained the recovery so far.

Fitch currently projects new single-family housing starts will
drop 13.1% in 2011 following 5.8% growth in 2010.  After falling
14.1% in 2010, new home sales are forecast to decrease about 7% in
2011.  Fitch expects existing home sales to slip 2% in 2011 after
a 4.8% decline in 2010.  In a moderately growing economy in 2012,
housing metrics could modestly expand, off a very depressed base.

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.  Negative rating actions
could occur if the anticipated recovery in housing does not
materialize and the company prematurely steps up its
land/development spending, leading to consistent and significant
negative quarterly CFO.  HOV's rating is constrained in the
intermediate term due to weak credit metrics and high leverage.

Fitch's Recovery Rating (RR) of 'RR3' on HOV's senior secured
notes indicates good recovery prospects for holders of these debt
issues.  The 'RR5' on the new senior secured notes indicates
below-average recovery prospects in a default scenario.  The 'RR6'
on HOV's senior unsecured notes, senior subordinated notes and
preferred stock indicates poor recovery prospects in a default
scenario.  HOV's exposure to claims made pursuant to performance
bonds and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders.  Fitch applied a liquidation value analysis for these
RRs.


I/OMAGIC CORP: Inks Third Amendment to Laro Properties Lease
------------------------------------------------------------
I/OMagic Corporation entered into a Third Amendment of Lease dated
Oct. 20, 2011, with Laro Properties L.P.  The Third Amendment
amends a Standard Industrial/Commercial Net Lease originally dated
July 1, 2003, between the Company and Lessor, as amended.

Under the Third Amendment, the term of the lease was reduced to
May 31, 2012, from Dec. 31, 2012.  The Third Amendment also
provided for the forfeiture of $27,000, representing the Company's
security deposit, to be applied against the Company's rent due as
of Sept. 30, 2011.  In addition, the base rent was reduced to
$14,300 per month on 22,000 square feet plus any rent obtained
from the Company's sublease of the premises, which is currently
$8,000 per month from two subtenants.  The Third Amendment also
provides for a balance due of $42,578 upon termination of the
lease.  Finally, the Third Amendment provides for early
termination of the lease by Lessor should it locate a new tenant,
upon 60 days prior notice, and the Third Amendment terminates the
Company's option to extend the lease past the May 31, 2012,
expiration date of the lease.

                           About I/OMagic

Irvine, Calif.-based I/OMagic Corporation sells electronic data
storage products and other consumer electronics products in the
North American retail marketplace, which includes the United
States and Canada.  During 2010 and 2009, all of the Company's
net sales were generated within the United States.

The Company's balance sheet at June 30, 2011, showed $1.20 million
in total assets, $4.48 million in total liabilities, and a
$3.28 million total stockholders' deficit.

As reported in the TCR on March 8, 2011, Simon & Edward, LLP, in
City of Industry, Calif., expressed substantial doubt about
I/OMagic's ability to continue as a going concern, following the
Company's results for fiscal year ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses, has serious liquidity concerns and
may require additional financing in the foreseeable future.

                         Bankruptcy Warning

At June 30, 2011, the Company had cash of only $150,918.  As of
Aug. 18, 2011, the Company had cash of only $192,000 and a credit
facility limited to $1,500,000.  As of those dates, the Company
also had significant long-term liabilities.

Accordingly, the Company has limited liquidity and access to
capital.  The Company has insufficient liquidity to fund its
operations for the next twelve months or less.

The Company's inability to fund its operations may require the
Company to substantially curtail its operations and may require
that the Company seek protection under the United States
Bankruptcy Code.


IDEARC INC: 3rd Cir. Affirms Dismissal of Shareholder Suit
----------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit shot down an
appeal by former shareholders of Idearc Inc. over an order of the
United States District Court for the Eastern District of
Pennsylvania granting separate motions to dismiss filed by Verizon
Communications, Inc. and J.P. Morgan Chase Bank, N.A.  The
shareholders argue that the District Court improperly dismissed
their complaint and erroneously declined to consider the
shareholders' then-pending motion for summary judgment before
doing so.

The Appellants are former investors in Idearc, a corporation that
was formed as part of a 2006 spin-off transaction whereby Verizon
divested its domestic print and Internet "Yellow Pages" directory
publishing operation and formed Idearc for the purpose of
continuing that operation as a separate business. In connection
with the spin-off, J.P. Morgan Ventures Corporation and Bear,
Stearns & Company agreed to exchange roughly $7 billion in Verizon
debt for an equal amount of Idearc debt.  JPMC served as an
administrative agent for the debt exchange.  In addition to that
$7 billion in debt, Idearc also incurred $2 billion in debt to
Verizon as partial consideration for the Yellow Pages business and
the right to be the exclusive and official publisher of Verizon
print directories.

Less than three years after its spin-off from Verizon, Idearc
filed for Chapter 11 bankruptcy.  The shareholders actively
participated in the bankruptcy proceedings.  Among other things,
they sought to have Idearc's bankruptcy proceedings dismissed on
the ground that the Idearc bankruptcy was part of a scheme
orchestrated by Verizon for the purpose of reducing its
liabilities while leaving Idearc's shareholders with crushing
debt.

The Bankruptcy Court denied the Appellants' motion to dismiss and
ultimately confirmed Idearc's Chapter 11 reorganization plan, over
the shareholders' objections.  Under the Plan, Idearc cancelled
its existing common stock and issued new common stock to its
secured and unsecured creditors.  In addition, the Plan
established a litigation trust to investigate and pursue any
claims for the benefit of Idearc's bankruptcy estate and
creditors.  Following the Plan's confirmation, the shareholders
filed a notice of appeal and motions that, if granted by the
Bankruptcy Court, would have rescinded the confirmation order or
stayed the Plan's implementation.  Those motions were denied by
the Bankruptcy Court on March 5, 2010.

The shareholders filed the class action on March 25, 2010 and
subsequently amended their complaint twice, asserting claims for
securities fraud, insider trading, common law fraud, conversion, a
Bivens claim for violation of federal constitutional rights, and a
claim alleging violation of Sec. 206 of the Communications Act, 47
U.S.C. Sec. 206.  Verizon and JPMC each filed a motion to dismiss
the second amended complaint.

After the shareholders declined the District Court's invitation to
file a third amended complaint, the Court granted the Appellees'
motions and dismissed the second amended complaint in its
entirety.  The Court held that the securities fraud, insider
trading, and common law fraud claims did not satisfy the
applicable pleading standard; it rejected the shareholders'
conversion claim as a collateral attack on the Idearc bankruptcy;
and it concluded that there was no legal basis for a claim under
Bivens or the Communications Act.  Finding that a curative
amendment would be futile, inasmuch as the shareholders had
already filed two amended complaints and still failed to present a
cognizable claim for relief, the District Court dismissed the
second amended complaint with prejudice.  The Court denied the
shareholders' motion for summary judgment.

The case is TALBOT BARNARD; DONALD B. BIGGERSTAFF; SUSAN
BIGGERSTAFF; DAVID BOON; GREG BOSER; DEB BOSER; THOMAS BOVET,
COL.; MARK HENDRYCH; ZHENGXU HE FANG; YING FANG; BIN LEE; THOMAS
E. MARTIN; MIDDLEBAR MONASTERY, NON-PROFIT; JERSEY NIETUBYC;
KATHERINE PERINO; BRIAN D. SPENCER; STEPHEN S. SPENCER; CHARLES J.
TURK, KNOWN COLLECTIVELY AS "THE SPENCER COMMITTEE", Appellants,
v. VERIZON COMMUNICATIONS, INC.; J.P. MORGAN CHASE BANK, N.A.,
INDIVIDUALLY AND AS AGENT, No. 11-1318 (3rd Cir.).  A copy of the
Third Circuit's Nov. 14, 2011 opinion is available at
http://is.gd/dDHYEhfrom Leagle.com.

The appellate panel consists of Circuit Judges Anthony Joseph
Scirica, D. Brooks Smith, and Kent A. Jordan, who wrote the
opinion.

                          About Idearc Inc.

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

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

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

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

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

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


INDEPENDENCE TAX III: Reports $350,000 Net Income in June 30 Qtr.
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed its quarterly report
on Form 10-Q, reporting net income of $350,049 on $1.6 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $500,152 on $1.4 million of revenues for the three
months ended Sept. 30, 2010.

The Company had net income of $36,099 on $3.0 million of revenues
for the six months ended June 30, 2011, compared with a net loss
of $963,591 on $2.8 million of revenues for the six months ended
June 30, 2010.

At Sept. 30, 2011, the Partnership's balance sheet showed
$16.8 million in total assets, $46.7 million in total liabilities,
and a partners' deficit of $29.9 million.

As reported in the TCR on July 11, 2011, Trien Rosenberg Weinberg
Ciullo & Fazzari LLP, in New York, noted that the Partnership's
consolidated financial statements for the fiscal year ended
March 31, 2011, include the financial statements of two subsidiary
partnerships with significant uncertainties.  These two subsidiary
partnerships' net losses aggregated $413,927 (2010 Fiscal Year)
and $4,959,477 (2009 Fiscal Year) and their assets aggregated
$1,715,468 at March 31, 201,1 and $1,938,832 at March 31, 2010.

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

                       http://is.gd/3lUbZM

                   About Independence Tax III

Independence Tax Credit Plus L.P. III is a limited partnership
which was formed under the laws of the State of Delaware on
Dec. 23, 1993.  The Partnership invests 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 based in New York
City.


INFUSION BRANDS: Delays Filing of Quarterly Report on Form 10-Q
---------------------------------------------------------------
Infusion Brands International, Inc., notified the U.S. Securities
and Exchange Commission that its Form 10-Q for the quarterly
period ended Sept. 30, 2011, cannot be filed within the prescribed
time period because the Company requires additional time for
compilation and review to insure adequate disclosure of certain
information required to be included in the Form 10-Q.  The
Company's Quarterly Report on Form 10-Q will be filed on or before
the 5th calendar day following the prescribed due date.

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

The Company's balance sheet at June 30, 2011, showed $8.32 million
in total assets, $8.11 million in total liabilities, $7.29 million
in redeemable preferred stock, and a $7.08 million total deficit.

As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.


JACKSON & PERKINS: Blackstreet Completes Sale for $12.8 Million
---------------------------------------------------------------
Citybizlist.com reports that Blackstreet Capital prevailed at the
auction and closed on its purchase of Jackson & Perkins Co. and
Park Seed Inc. in August 2010 for nearly $12.8 million.

According to the report, the Blackstreet bid provided the most
attractive offer due to its cash value, Blackstreet's willingness
to continue to use existing suppliers, Blackstreet's commitment to
retain workers, and Blackstreet's track record in successfully
turning around troubled assets.

The report notes Womble Carlyle, on behalf of the Committee,
supported the transaction for these reasons and advocated for its
approval by the Bankruptcy Court.

The report adds, as part of the purchase, Blackstreet agreed to
maintain the company's 150-employee workforce for at least three
years, and they also agreed to stay in Greenwood.

South Carolina-based Jackson & Perkins Co. and Park Seed Inc.
filed for Chapter 11 reorganization.  The company is a well-known
distributor of roses, seed and other gardening supplies.


JEFFERSON COUNTY, AL: Bank of New York Backs Receiver
-----------------------------------------------------
American Bankruptcy Institute reports that Bank of New York
Mellon, which is in charge of the $3.6 billion in bond debt that
Jefferson County, Ala., owes on its financially failing sewer
system, has moved to block county officials from taking back
control of that sewer system.

As reported in the Troubled Company Reporter on Nov. 14, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that Jefferson County is facing the first litigated dispute in the
Chapter 9 municipal bankruptcy begun Nov. 9 in Birmingham.  The
receiver appointed by a state court in September 2010 to take over
and operate the sewer system filed papers Nov. 10 asking the
bankruptcy judge to rule that he's entitled to retain control.
Shortly after the Chapter 9 filing, according to John S. Young,
the receiver, the county demanded that he relinquish control of
the sewer system.  In his court papers, Mr. Young said the
bankruptcy court has no power or authority to oust him.

Mr. Rochelle noted that in typical bankruptcy cases, Section 543
of the Bankruptcy Code requires receivers to turn over property.
As Mr. Young pointed out, that section doesn't apply in a
municipal bankruptcy, thus robbing the bankruptcy court of power
for his ouster.  Mr. Young also pointed to Section 903 of the
Bankruptcy Code, applicable only in Chapter 9 cases, which says
that bankruptcy doesn't limit the ability of a state, "by
legislation or otherwise," to "control" a municipality.

In Chapter 9, unlike Chapter 11 for companies, the bankruptcy
court must approve the filing.  At a hearing U.S. Bankruptcy Judge
Thomas B. Bennett said he would hold the approval hearing in
December.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

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

The county is represented by Klee Tuchin Bogdanoff & Stern
LLP, led by the firm's founder, Kenneth Lee.

The county's bankruptcy will have a "material adverse impact" on
the financial condition of bond insurer Syncora Guarantee Inc.,
the company said in its most recent quarterly filing.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.


JEFFERSON COUNTY: S&P Lowers Ratings on Warrants to 'C'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on various
warrants issued by Jefferson County, Ala. and placed all of those
warrants on CreditWatch with negative implications.  "The rating
actions reflect our view of the county's Nov. 9, 2011 filing under
Chapter 9 of the Bankruptcy Code," S&P said.

Specifically, Standard & Poor's has lowered its long-term and
underlying ratings on Jefferson County, Ala.'s general obligation
(GO) warrants to 'C' from 'B'. "We have also lowered our ratings
on Jefferson County Public Building Authority's (PBA) series 2006
lease-revenue warrants to 'C' from 'B-'. Revenues available for
payment of debt service on the GO warrants include ad valorem
taxes, sales and use taxes, and other revenues flowing into the
county's general fund; however, none of these legally available
revenues is specifically pledged for payment of debt service," S&P
said.

Standard & Poor's has also lowered its rating to 'C' from 'B' on
Jefferson County's series 2000 limited obligation school warrants.
The warrants are secured by lease payments from the Jefferson
County Board of Education to the county.

"Although the debt service for all of the above obligations has
been paid to date, because of the county's bankruptcy filing, we
are uncertain that the payments will continue in a timely manner,"
said Standard & Poor's credit analyst Brian Marshall. "In the
event the county fails to make a principal or interest payment on
any of the above-referenced obligations when due, we expect to
lower the underlying ratings (SPURs) on the obligations to 'D',"
added Mr. Marshall.

On Nov. 9, 2011, the Jefferson County Commissioners voted four to
one to file a petition for bankruptcy relief under Chapter 9 of
the U. S. Bankruptcy Code.


JEFFERSON COUNTY: S&P Lowers Rating on School Warrants to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
limited obligation school warrants issued by Jefferson County,
Ala. to 'B' from 'BBB-'. "The rating action reflects our view
of the county's Nov. 9, 2011 filing under Chapter 9 of the
Bankruptcy Code. The ratings have also been placed on CreditWatch
with developing implications. The CreditWatch status reflects the
potential for additional rating actions in the short term, either
positive or negative," S&P said.

"Because we view the warrants as special revenue bonds under the
code, in accordance with our criteria, we expect the bankruptcy
filing per se should not affect payment," said Standard & Poor's
credit analyst Brian Marshall. "However, while the warrants are
secured by the proceeds of a countywide special education tax
(sales tax), which are dedicated solely to the repayment of the
warrants, the county's willingness to continue these scheduled
payments is uncertain," added Mr. Marshall.

The bankruptcy filing resulted primarily from the significant
fiscal stress related to the county's sanitary sewer fund and the
inability to reach an agreement with creditors holding those
variable-rate warrants. However, the county has not been clear
regarding its intentions to service the limited obligation school
warrants or how the bankruptcy proceedings will affect them.
For these reasons, the ratings have been lowered to 'B'.


JEFFERSON COUNTY: S&P Puts 'C' Rating on Warrants on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'C' underlying
ratings (SPURs) on Jefferson County, Ala.'s series 1997A, 2001A,
2003-B-8, 2003 B-1-A through series 2003 B-1-E, and series 2003 C-
1 through 2003 C-10 sewer system revenue warrants on CreditWatch
with negative implications.

"The rating of 'C' already reflects our view of the fiscal stress
of the sewer system, but the CreditWatch placement reflects the
likelihood that we could lower the ratings in the short term
because of non-payment on these rated obligations," said Standard
& Poor's credit analyst James Breeding.

On Wed., Nov. 9, 2011, when the Jefferson County commissioners
were unable to agree on settlement terms with creditors, the
county filed for bankruptcy under Chapter 9 of the U.S. Bankruptcy
Code.

As of Sept. 30, 2010 (the latest audit available), the county had
sewer revenue warrants outstanding totaling $3.16 billion. Three
series of warrants are in a fixed-rate mode (series 1997A, 2001A,
and 2003B-8), two series are in an auction-rate mode (series
2003B-1 and 2003C), and the remainder were issued as variable-rate
warrants. Standard & Poor's does not maintain a rating on the
variable-rate warrants.

According to county officials, the county remains current on the
payment of the principal and interest due on both the fixed-rate
and auction-rate warrants. In fiscal 2010, the county made debt
service payments on these warrants totaling approximately $95
million. However, following the bankruptcy filing, there is
additional uncertainty regarding the county's willingness and
ability to continue these payments. In addition, the liquidity
position of the sanitary sewer fund remains exceptionally low, in
our view, with unrestricted cash and investments totaling only
$5.8 million.

"Regularly scheduled principal payments on both the fixed-rate and
auction-rate warrants are due Feb. 1 of each year. In the event
the county fails to make a principal or interest payment on any of
these warrants when due, we will lower the SPURs on the warrants
to 'D'," S&P said.


KINGFISHER AIRLINES: Must Raise Fresh Funds Before Restructuring
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Kingfisher Airlines Ltd. --
which is facing serious headwinds due to a severe cash crunch --
must raise about INR8 billion ($158.8 million) to reduce its debt,
bankers to India's second-largest airline by market share have
demanded.

As reported in the Troubled Company Reporter-Asia Pacific on
Nov. 3, 2011, The Economic Times reported that Kingfisher Airlines
denied it was going for another debt restructuring but said it
had sought lenders' help to substitute high-cost rupee borrowings
with low-cost foreign current debt.  According to the report, Ravi
Nedungadi, President and group Chief Financial Officer, said in a
statement that the carrier has also asked banks to "appraise
working capital requirements in the usual course, to account for
changes in international prices of fuel and the change in rupee-
dollar parity."  "The banks are in active consideration of these
requests and there is absolutely no question of another debt
recast," the report quotes Mr. Nedungati as saying.

                     About Kingfisher Airlines

Headquartered in Mumbai, India, Kingfisher Airlines --
http://www.flykingfisher.com/-- formerly known as Deccan
Aviation Ltd., serves about 35 domestic destinations with a fleet
of more than 40 aircraft, including Airbus jets and ATR 72
turboprops.  It maintains bases in major cities such as Delhi and
Mumbai.  Kingfisher Airlines is a unit of UB Holdings, best known
for its United Breweries unit, and the carrier shares the
Kingfisher brand with a popular Indian beer.  UB Holdings also
owns a stake in another domestic carrier, Air Deccan, whose
operations it combined with Kingfisher Airlines in mid-2008.
Kingfisher Airlines began flying in 2005.

                          *     *     *

Kingfisher Airlines has lost money six years in a row,
accumulating net debt of INR77.2 billion (US$1.74 billion) as of
March 2010, according to data compiled by Bloomberg.

As reported in the Troubled Company Reporter-Asia Pacific on
Sept. 16, 2011, The Economic Times said Kingfisher Airlines Ltd.
has found itself parrying questions about its survival after its
auditor raised doubts over the company's ability to stay in
business for long.  Audit firm BK Ramadhyani & Co, which
examined the books of the airline, said in remarks published in
the airline's annual report that Kingfisher's ability to remain a
"going concern" will depend on its promoters bringing in money
into the company.  The auditors also said Kingfisher has not
deposited with the government money it collected from employees
as tax deducted at source and provident fund contribution,
painting a dire picture of the airline's finances, The Economic
Times reported.


LAKE PLEASANT: Plan Outline Hearing Continued Until Dec. 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued until Dec. 13, 2011, at 1:30 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining Lake
Pleasant Group's Chapter 11 Plan.

As reported in the Troubled Company Reporter on July 25, 2011,
the Debtors' schedules list Johnson Bank as a creditor with a
total claim in the approximate amount of $19.4 million secured by
a first position lien on the Properties.  Lake Pleasant's
schedules list unsecured creditors in the amount of $151,000, and
DLGC's schedules list unsecured creditors in the amount of
$190,000.

The Debtors are currently in the process of seeking a rezoning of
the Properties to Mixed Used-Recreational Vehicle Resort and
Commercial to allow a luxury oriented recreational-vehicle resort
with approximately 1,512 spaces to exist on the Properties.  The
DLGC Property will also include a 22-acre commercial site which
will allow the opportunity for supporting retail and two R.V.
storage parcels, as ancillary uses to help support the RV resort
and the surrounding areas.

The Debtors and Pensus Cholla Hills RV Resort LLC have entered
into the Sales Agreement which provides for the sale of the
Properties to Pensus, for not less than $23 million.  The Sale of
the Properties will be conditioned upon the Properties being
rezoned as set forth above.  The Sale will result in all creditors
being paid in full on their allowed claims.

A copy of the Disclosure Statement is available at:

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

                       About Lake Pleasant

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

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


LAS VEGAS MONORAIL: Settles Objections of All Creditors
-------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that the Las
Vegas Monorail had settled objections of all its creditors.

The report says, however, U.S. Bankruptcy Bruce Markell cross-
examined witnesses about his own concerns that the repayment plan
still left the transit line financially unstable.  In particular,
he worried about an after-bankruptcy debt of $50 million, more
than double the estimated value of the line.  Further, Judge
Markell worried about projected on-going losses and the inability
to fund critical equipment overhauls needed in a few years.

According to the report, the monorail managers count in three
factors to plug the financial gaps: increased ridership stemming
from the Project Linq shopping and entertainment complex proposed
by Caesars Entertainment, more passengers from a reopened Sahara
and greater access to federal funding because the post-bankruptcy
debt will be more than 90 percent lower than current levels.

The report notes that the hearing continued, although the judge
did not indicate when he would rule.

                      About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
at Gordon Silver, assists the Company in its restructuring effort.
Alvarez & Marsal North America, LLC, is the Debtor's financial
advisor.  Stradling Yocca Carlson & Rauth is the Debtor's special
bond counsel.  Jones Vargas is the Debtor's special corporate
counsel.  The Company disclosed $395,959,764 in assets and
$769,515,450 in liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEVELLAND/HOCKLEY COUNTY: Houlihan Lokey OK'd as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas for
authorized Levelland/Hockley County Ethanol to employ Houlihan
Lokey Howard & Zukin Capital, Inc., as financial advisor.

Houlihan Lokey is providing financial advisory and investment
banking services in connection with a sale of all or substantially
all of the assets of, financial restructuring or reorganization
of, or merger transaction involving the Company and with respect
to such other financial matters.

The Debtor related that GE Business Financial Services, Inc., in
its capacity as an administrative agent for itself and the other
lenders under that certain Construction and Term Loan Agreement
dated as of Sept. 27, 2006, had discussions with the Official
Committee of Unsecured Creditors seeking terms for its support of
a consensual marketed sale process for its plant in Hockley
County, Texas.

The parties are in the process of negotiating and finalizing the
terms of an agreed cash collateral order that will outline the
sales process and commit to cash collateral use through the
expected conclusion date of the transaction process.

Specifically, Houlihan Lokey is expected, among other things:

   a) assist the Debtor in evaluating indications of interest and
proposals regarding any transaction(s) from current or potential
lenders, equity investors, acquirers or strategic partners;

   b) assist the Debtor with the negotiation of any
transaction(s), including participating in negotiations with
creditors and other parties involved in any Transaction(s); and

   c) provide expert advice and testimony regarding financial
matters related to any transaction(s), if necessary.

The Debtor intended that Houlihan Lokey's services will
complement, and not duplicate, the services to be rendered by
Block & Garden, LLP or any other professional retained in this
chapter 11 case.

Adam Dunayer, a managing director of Houlihan Lokey, told the
Court that Houlihan Lokey's fee structure includes:

   i) Initial Fee: a nonrefundable cash fee of $100,000;

  ii) Transaction Fee(s):

   a. Restructuring Transaction Fee of $750,000 to be paid at
closing.  If all or any portion of the Senior Lenders receive over
50% of the Company's equity as a result of or following the
Restructuring Transaction, Houlihan Lokey will instead be paid a
Restructuring Transaction Fee of $375,000.

   b. Sale Transaction Fee, calculated as: ARC up to $35 million:
$750,000, plus ARC in excess of $35.0 million: 5% of such
incremental AGC.

   c. Financing Transaction Fee equal to the sum of: (I) 2% of the
gross proceeds of any indebtedness raised or committed that is
senior to other indebtedness of the Debtor, secured by a first
priority lien and unsubordinated, with respect to both lien
priority and payment, to any other obligations of the Debtor
provided that such proceeds are sufficient to pay all obligations
owed to the Senior Lenders in full and are so paid to the Senior
Lenders at the closing of such Financing Transaction; (II) 4% of
the gross proceeds of any indebtedness raised or committed that is
secured by a lien (other than a first lien), is unsecured or is
subordinated; and (III) 6% of the gross proceeds of all equity or
equity-linked securities (including, without limitation,
convertible securities and preferred stock) placed or committed.

Only one type of Transaction Fee may be earned.

The Court authorized the Debtor to pay the initial fee of $100,000
to Houlihan Lokey from the Debtor's debtor-in- possession bank in
accordance with the agreement.

Mr. Dunayer assures the Court that Houlihan Lokey is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Levelland/Hockley

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel.  The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, U.S. Trustee for Region 6,
appointed unsecured creditors to the Official Committee of
Unsecured Creditors in the Debtor's cases.  Stephen M. Pezanosky,
Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, in Fort
Worth, Tex., represent the Committee.


LIQUIDMETAL TECHNOLOGIES: Posts $7.4MM 3rd Quarter Net Income
-------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income attributable to Liquidmetal Technologies, Inc., of
$7.40 million on $2.91 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss attributable
to Liquidmetal Technologies, Inc., of $16.62 million on $17.31
million of total revenue for the same period during the prior
year.

The Company also reported net income attributable to Liquidmetal
Technologies, Inc., of $1.14 million on $9.27 million of total
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss attributable to Liquidmetal Technologies, Inc., of $17.69
million on $22.21 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed $10.50
million in total assets, $25.72 million in total liabilities and a
$15.22 million total shareholders' deficiency.

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

                        http://is.gd/ULmEH9

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The Company
has experienced losses from continuing operations during the last
three fiscal years and has an accumulated deficit of $165,879 as
of Dec. 31, 2010.  Net cash provided by continuing operations for
the year ended Dec. 31, 2010 was $10,080.  At Dec. 31, 2010,
working capital deficit was $14,180.  As of Dec. 31, 2010, the
Company's principal source of liquidity is $5,049 of cash and
$1,731 of trade accounts receivable.

The Company's restated statement of operations reflects a net loss
of $4.69 million on $30.27 million of revenue for the year ended
Dec. 31, 2010, compared with net income of $251,000 on $16.94
million of revenue during the prior year.


LOS ANGELES DODGERS: To Solicit Bids for TV Broadcasting Rights
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers filed court papers seeking
approval of procedures to solicit bids for television broadcasting
rights to accompany a settlement with the commissioner of Major
League Baseball that calls for selling the team.

According to the report, at a Nov. 30 hearing, the Dodgers will
ask the bankruptcy court to approve procedures which amount to
modifications of the rights of first negotiation and first refusal
contained in the existing broadcasting agreement with Fox
Entertainment Group Inc.  The current agreement, giving Fox
broadcasting rights through the end of the 2013 season, precludes
the Dodgers from negotiating with anyone else until October 2012,
followed by a right of first refusal.

The Dodgers, the report relates, will file papers in the "near
future" to approve the settlement announced this month with the
baseball commissioner, according to the team's Nov. 12 filing.
The settlement allows the team to solicit offers for broadcasting
rights to kick in with the 2014 season, according to court papers.
The settlement provides that anyone buying the team has the option
of accepting or rejecting any newly negotiated television deal.

Negotiating the best deal for future television rights will give
prospective purchasers of the team "real world information" about
the value of one of the club's most valuable assets, the Dodgers
said, according to the report.  Under the Dodgers' proposal, the
team would negotiate with Fox alone for 45 days.  If there's a
deal, the team won't solicit other offers.  If there isn't, the
team will make an offer a few days later that Fox can accept or
reject by Feb. 22.

Mr. Rochelle notes that the proposal has complicated provisions
under which Fox could accept a third party's less-attractive
offer.  The sale of the club as a whole will be completed by
April 30, the Dodgers said.  A buyer can purchase either the
assets or the stock of the entity owning the team.  The sale can
be carried out either through a Chapter 11 plan or in advance of
plan confirmation.

The team, Mr. Rochelle adds, said it will file another set of
papers asking the bankruptcy judge to estimate the amount of
damages, if any, that Fox would sustain from early negotiations
over future television rights.  The Dodgers contend that
modifications to Fox's rights won't give rise to any damages.  If
the court determines that damages are "substantial," the team said
it will drop the idea of soliciting offers from third parties.

Before the settlement, Bud Selig, the baseball commissioner,
opposed the team's original proposal for a media-rights sale to
fund a reorganization plan, contending it would mortgage the
team's future.  Faced with missing payroll, the team filed for
bankruptcy protection in June when the commissioner refused to
approve a sale of television rights beginning with the 2014
season.

                    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.


LOUISVILLE ORCHESTRA: Musicians Want More Time to Review Offer
--------------------------------------------------------------
Elizabeth Kramer at the Courier-Journal reports that Louisville
Orchestra musicians have asked for an extension on a Nov. 13
deadline to accept a new contract offer from management, because
they didn't receive the written proposal until late afternoon on
Nov. 11.

According to the report, mediator Henri Mangeot said Nov. 9 that
the musicians could vote on the offer on Nov. 13.  But on Nov. 13,
Kim Tichenor, chairwoman of the players? negotiating committee,
said: "We still need more time to look over it. There are some
changes there that we need to look over."

The report relates that Mr. Tichenor said the Sunday deadline came
with the offer the orchestra presented on Nov. 7.  On Nov. 15,
2011, management agreed verbally to modify that offer but, she
said, didn?t deliver its latest proposal in writing until Nov. 11.

According to the report, the orchestra has offered positions to
all salaried musicians willing to work, starting Jan. 9, 2012, but
proposed that the number of musicians in the orchestra be cut to
55 by the end of May 2013.  The musicians have pressed to have the
contract employ all the musicians who start with the collective-
bargaining agreement through 2017, when it is scheduled to expire.
Management had consistently sought to cut the number of musicians
in the orchestra from 71 in the previous contract.  Orchestra
board President Chuck Maisch said that 64 musicians were on the
payroll when the orchestra filed for Chapter 11 bankruptcy in
December.

The report notes that the orchestra has also offered musicians a
minimum weekly salary of $925 for each season through 2017, plus
30 weeks of guaranteed work annually, except for a shortened
season that would begin this January, when there would be 13 work
weeks.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No.
10-36321) on Dec. 3, 2010.  Judge David T. Stosberg presides over
the case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq.,
and Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC,
represent the Debtor.  In its schedules, Louisville Orchestra
disclosed it had $412,000 in assets and $1.4 million in
liabilities.

The Louisville Symphony Orchestra won confirmation of its Chapter
11 plan on Aug. 17, 2011.  The reorganization plan resulted from
negotiations with JPMorgan Chase Bank NA and Fifth Third Bank, the
two principal secured lenders.  The non-profit symphony was
founded in 1937 and filed for Chapter 11 relief last December in
its hometown.

In August, the Debtor announced the cancellation of concerts
scheduled for September and October 2011.  The symphony said that
the musicians' union threatened to fine members who worked so long
as there is no new contract.  The symphony said it was offering
musicians $925 a week plus benefits, the same as last season's
wages.


MACROSOLVE INC: Incurs $614,000 Third Quarter Net Loss
------------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $614,694 on $593,243 of net sales for the quarter ended
Sept. 30, 2011, compared with a net loss of $515,686 on $125,964
of net sales for the same period during the prior year.

The Company also reported a net loss of $1.84 million on $928,674
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.42 million on $533,223 of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
million in total assets, $3.20 million in total liabilities and a
$898,737 total stockholders' deficit.

"This has been a pivotal quarter for MacroSolve.  We've solidified
the shift in our sources of revenue from legacy services and
hardware to an emphasis on our patented mobile app platforms.
These are higher margin, recurring revenue sources.  We have the
technology, and the development and management talent to dominate
in the mobile app industry," stated MacroSolve President and CEO,
Steve Signoff.  "These third quarter revenues do not yet reflect
the significant and strategic business development agreements
we've put in place in Q2 and Q3 with Donald Trump Jr. and The
Richards Group, both of which we expect will yield us major
national accounts and sales that will create a very positive
impact in future quarterly revenues."

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

                        http://is.gd/QYrr5K

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.


MARION AMPHITHEATRE: Section 341(a) Meeting Scheduled for Dec. 12
-----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of Marion Amphitheatre, LLC, on Dec. 12, 2011, at 10:45 a.m., to
be held at Columbia Meeting of Creditors.  Last day to oppose
dischargeability of certain debts is Feb. 10, 2012.  Proofs of
claim or interest are due by March 12, 2012.

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

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

Marion Amphitheatre, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 11-06980) on Nov. 9, 2011.  Marion Amphitheatre
scheduled assets of $26,235,309 and scheduled debts of
$23,945,393.  The petition was signed by Michael Guarco, Sr.,
manager-member.  G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina, serves as counsel to the
Debtor.


MEDICAL BILLING: Incurs $38,000 Net Loss in Third Quarter
---------------------------------------------------------
Medical Billing Assistance, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $38,315 on $322,905 of rental revenue for
the three months ended Sept. 30, 2011, compared with net income of
$66,978 on $317,557 of rental revenue for the same period during
the prior year.

The Company also reported net income of $45,565 on $979,485 of
rental revenue for the nine months ended Sept. 30, 2011, compared
with net income of $201,443 on $944,425 of rental revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $6.70
million in total assets, $7.79 million in total liabilities and a
$1.08 million total stockholders' deficit.

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

                         http://is.gd/mLZsV4

                       About Medical Billing

Melbourne, Fla.-based Medical Billing Assistance, Inc., was
incorporated in the State of Colorado on May 30, 2007, to act as a
holding corporation for I.V. Services Ltd., Inc. ("IVS"), a
Florida corporation engaged in providing billing services to the
medical community.  IVS was incorporated in the State of Florida
on Sept. 28, 1987.

On Dec. 29, 2010, the Company entered into a Share Exchange
Agreement with FCID Medical, Inc., a Florida corporation and FCID
Holdings, Inc., a Florida corporation, and the shareholders of
FCID.  Pursuant to the terms of the Share Exchange Agreement, the
FCID Shareholders exchanged 100% of the outstanding common stock
of FCID for a total of 40,000,000 shares of common stock of the
Company, resulting in FCID Medical and FCID Holdings being 100%
owned subsidiaries of the Company.

All of the Company's operations are conducted out of its wholly-
owned subsidiaries: IVS, FCID Medical and FCID Holdings.  The
Company has real estate holdings through FCID Holdings, Inc.,
under which Marina Towers, LLC, is wholly-owned subsidiary.

Ronald R. Chadwick, P.C., in Aurora, Colo., expressed substantial
doubt about 's ability to continue as a going concern, following
the Company's 2010 results.  Mr. Chadwick noted that the Company
has a working capital and stockholders' deficit.


MERCANTILE BANCORP: Intends to Delist Shares From NYSE Amex
-----------------------------------------------------------
Mercantile Bancorp, Inc. has submitted a written notice to the
NYSE Amex of its intention to voluntarily delist its Common Stock,
par value $0.4167 per share, from AMEX and intends to terminate
the registration of the Common Stock under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

Effective as of Nov. 8, 2011, the Board of Directors of the
Company approved the voluntary delisting and deregistration of the
Common Stock.  The Company intends to initiate the deregistration
and delisting by filing with the Securities and Exchange
Commission (the "SEC") a Form 25 on or after November 28, 2011.
The Company anticipates that the delisting will be effective 10
days after filing the Form 25, and that the Common Stock would be
removed from listing on AMEX on or about Dec. 8, 2011.  Following
anticipated delisting from AMEX, the Common Stock will not be
quoted on any stock exchange, and there cannot be any assurance
that the shares will be quoted on any over-the-counter market.

On or after the effective date of Form 25, the Company intends to
file a Form 15 with the SEC.  Upon filing Form 15, the Company
will no longer be obligated to file certain periodic and other
reports with the SEC under the Exchange Act, including Forms 10-K,
10-Q and 8-K and proxy statements.  Although the Company will no
longer file reports with the SEC nor be subject to AMEX rules once
the anticipated delisting and deregistration of the common stock
are effective, it intends to continue making certain information
available to stockholders as required by applicable law.

Lee R. Keith, the President and Chief Executive Officer of the
Company, said, "The Board of Directors approved the delisting and
deregistration of the shares of the Company's Common Stock
unanimously.  The costs and administrative burdens associated with
being a public company have substantially increased in recent
years.  In light of the fact that the Company does not intend to
access the public capital markets in the foreseeable future for
its financing needs and other relevant factors, for Mercantile the
advantages of being a public reporting company are outweighed by
those costs and burdens.  For those reasons, we believe the
delisting and deregistering will serve the best interests of our
stockholders.  At our heart, we are a community banking
organization and we wish to continue to focus on serving our
customers' needs and building value for our stockholders."

As previously disclosed, the Company received notice on April 29,
2011 from AMEX indicating the Company was below certain of AMEX's
continued listing standards regarding stockholders' equity, losses
from continuing operations, and net losses in two of its three
most recent fiscal years, as set forth in Sections 1003(a)(i),
(ii) and (iv) of the AMEX Company Guide. The Company submitted a
plan to regain compliance with those requirements, and on July 18,
2011, was granted an extension by AMEX to regain compliance,
subject to satisfaction of various conditions under the plan and
periodic review by AMEX during the extension period.
Notwithstanding the Company's ongoing pursuit of the plan to
regain compliance, the Company has not yet achieved the plan. As a
result of the delisting, the Company will no longer pursue the
plan of to regain compliance with AMEX continued listing
standards.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operates Mercantile Bank
branch offices in Missouri and Indiana.

As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile 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 resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

The Company's balance sheet at June 30, 2011, showed $888.99
million in total assets, $896.02 million in total liabilities and
a $7.03 million total stockholders' deficit.


MF GLOBAL: U.S. Trustee Appoints Official Committee of Creditors
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Tracy Hope Davis,
U.S. Trustee for Region 2, appointed on Nov. 7, 2011, five
creditors to serve as members of the Official Committee of
Unsecured Creditors in the Chapter 11 cases of MF Global Holdings
Ltd. and its debtor affiliates:

    1. Wilmington Trust Company
       50 South Sixth Street - Suite 1290
       Minneapolis, MN 55402-1544
       Attention: Julie J. Becker - Vice President
       Telephone: (612) 217-5626
       Fax: (612) 217-5651

    2. JP Morgan Chase Bank, N.A.
       383 Madison Avenue - 23rd Floor
       New York, NY 10179
       Attention: Charles Freedgood
       Telephone: (212) 622-4513
       Fax: (212) 622-4557

    3. Bank of America, N.A.
       335 Madison Avenue - 5th Floor
       New York, NY 10017
       Attention: Charles S. Francavilla, Managing Director
       Telephone: (646) 556-0678
       Fax: (646) 556-0351

    4. Elliot Management Corporation
       40 West 57th Street
       New York, NY
       Attention: Mark Cicirelli, Portfolio Manager
       Telephone: (212) 478-2025
       Fax: (212) 478-2686

    5. Caplin Systems Ltd.
       5 Penn Plaza - Suite 1982
       New York, NY 10001
       Attention: Jose Cadalzo, General Manager, Americas
       Telephone: (212) 835-1574
       Fax: (212) 806-2388

Wilmington Trust serves as indenture trustee for several bonds,
totaling more than $1 billion, issued by the Debtors.  JPMorgan
holds a $1.2 billion bond debt in MF Global.  Bank of America,
like JPMorgan, is also a lender in the $300 million secured
revolving credit facility MF Global Inc. entered into in June
2011.  Caplin Systems holds a $427,520 claim against the Debtors.

MF Global creditors may sue the company's advisers, search for
assets overseas, and seek information from a probe into the
commingling of customer accounts at the brokerage, a bankruptcy
lawyer said, according to Tiffany Kary at Bloomberg News.

"In a situation such as this where there seems to be building a
view that asset values are not sufficient to provide a recovery,
creditors will look to assert claims against various third parties
either at MF Global, and its agents," Lorenzo Marinuzzi, Esq., a
partner at Morrison & Foerster LLP in New York, told Bloomberg.
Mr. Marinuzzi isn't involved in the case, the news agency noted.

Bloomberg said creditors and bankruptcy lawyers may hesitate to
get involved in the case because of worries it may not have enough
money to pay the committee's legal fees.

Fred Hodara, Esq., a partner at Akin Gump Strauss Hauer & Feld
LLP, told Bloomberg his firm is interested in representing the
creditors' committee though he said he doesn't know enough about
the cash situation to have a view of the risks.

"It's not out of the realm of possibility that large bits of cash
are lurking in the system today, and that leads you to one set of
conclusions," Mr. Hodara said, according to Bloomberg.  "And it's
not out of the realm of possibility that significant funds have
left the system."

Mr. Marinuzzi told Bloomberg that while many of the company's
overseas operating units are also unwinding under administrators,
including its U.K. unit, other subsidiaries could also end up
under Chapter 11 protection within weeks or months.

Unsecured bondholders make up a large segment of the Debtors'
creditors.  MF Global's 6.25% notes due 2016 traded at 104 cents
on the dollar as of Sept. 7 before dropping to 50 cents on the
dollar in the week before its bankruptcy.

"The real question will be who's on what committees and how will
they handle things," said Scott Peltz, the national leader of RSM
McGladrey's Financial Advisory Services Group in Chicago.

JPMorgan, the agent to a $1.2 billion unsecured loan, also
provided a $300 million secured loan to MF Global's brokerage and
may cause conflicts by seeking a seat on the creditors' committee,
Bloomberg noted.  The bank would have an interest in keeping money
at the broker-dealer unit to satisfy its secured debt, while other
creditors would have an interest in bringing the broker-dealer's
assets into the holding company's bankrupt estate, the news agency
further noted.

                           Senior Lien

In exchange for allowing the Debtors to use $8 million cash
collateral, JPMorgan was given a senior lien on all the Debtors'
available assets, including unencumbered security interests held
by the Debtors.

Wilmington Trust has taken over from Deutsche Bank AG, which
resigned, as trustee to more than $1 billion in unsecured notes.
Other unsecured creditors include Headstrong Services LLC, owed
$3.9 million, New York-based law firm Sullivan & Cromwell LLP,
owed $596,939, and Oracle Corp., owed $302,704.

JPMorgan was given rights to what a judge said may be the only
asset for unsecured creditors: so-called avoidance actions, the
lawsuits that let creditors win back assets transferred out of the
estate 90 days before its bankruptcy filing.  The judge, according
to Bloomberg, said he doesn't usually permit such extraordinary
rights for a lender, and left the door open to re- evaluate
JPMorgan's request at a Nov. 14 hearing.

                       Bridge to Nowhere

"It's potentially the only recoveries unsecureds have," U.S.
Bankruptcy Judge Martin Glenn said when he approved JPMorgan's
request at a Nov. 1 hearing, Bloomberg cited.  He said the
company's use of cash collateral could be "a bridge to nowhere."

Shareholders, last in line to recover anything from a bankrupt
estate, may get nothing if that's the case.  MF Global's largest
common shareholders as of Sept. 30 were Pyramis Global Advisors
LLC, with 8.4%; RS Investments in San Francisco, with 7.8%; Fine
Capital Partners LP, 7.4%; and Cadian Capital Management LLC,
6.2%. TIAA-CREF, Piper Jaffray Companies, Dimensional Fund
Advisors, LP, and Rydez Security Global each hold a little more
than 5%.  RS has sold its entire stake, Erin Burke, a spokeswoman
for the firm, said in an e-mail, according to the report.

J.C. Flowers & Co. owns 1.5 million preferred shares, MF Global
said.  Jon Corzine, who joined MF Holdings in March 2010, is also
an operating partner at J.C. Flowers, Bloomberg pointed out.

                          About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Files Amended List of 30 Largest Unsec. Creditors
------------------------------------------------------------
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed an
amended list of their 30 largest unsecured creditors on Nov. 9 to,
among other things, add Wilmington Trust, N.A., as a large
unsecured creditor.

Entity                          Nature of Claim         Amount
------                          ---------------         ------
JPMorgan Chase Bank, N.A.,       Revolving Credit  $1,200,875,000
as Administrative Agent
383 Madison Ave.
New York, NY 10179
Tel: (212) 622-5986

Wilmington Trust, N.A., as       Bond Debt           $325,000,000
Indenture Trustee for the
6.250% Notes due
Aug. 8, 2016
Attention: Julie J. Becker
Corporate Client Services
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Drop Code: 7100/Minnesota
Tel.: (612) 217-5628
Fax: (612) 217-5651

Wilmington Trust, N.A., as       Bond Debt           $325,000,000
Indenture Trustee for
3.375 % Notes due
August 1, 2018

Wilmington Trust, N.A., as       Bond Debt           $287,500,000
Indenture Trustee for
1.875% Notes due
February 1, 2016

Wilmington Trust, N.A., as       Bond Debt            $78,617,000
Indenture Trustee for 9%
Notes due June 20, 2038

Headstrong Services, LLC         Unknown               $3,936,074
4035 Ridge Top Rd Ste 300
Fairfax, VA 22030
Phone: (703) 272-6700
Fax: (703) 272-2000

Sullivan & Cromwell LLP          Unknown                 $596,939
125 Broad St
New York, NY 10004-2498
Phone: (212) 558-4000
Fax: (212) 558-3588

Wachtell, Lipton, Rosen & Katz   Unknown                 $388,000
51 W 52nd St
New York, NY 10019
Phone: (212) 403-1000
Fax: (212) 403-2000

Linklaters LLP                   Unknown                 $348,000
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 903-9000
Fax: (212) 903-9100

PricewaterhouseCoopers LLP       Unknown                 $312,598
1177 Avenue of the Americas
New York, NY 10036
Phone: (212) 596-8000
Fax: (813) 286-6000

Dean Media Group                 Unknown                 $309,000
560 W Washington Blvd Ste 420
Chicago, IL 60605

ForwardThink Group Inc.          Unknown                 $278,825
112 Candido Ct
Manalapan, NJ 07726
Phone: (646) 873-6530

The Gate Worldwide (S) Pte Ltd   Unknown                 $229,739
11 E 26th St Fl 14
New York, NY 10010-1422
Fax: (212) 508-3543
52 Craig Rd
Singapore 89690

Braxton Group LLC                Unknown                 $172,325
7 Bridge View Dr
New Fairfield, CT 06812
Phone: (203) 312-9200

Forum Group                      Unknown                 $154,300
260 Madison Ave # 200
New York, NY 10016-2401
Phone: (212) 687-4050
Fax: (917) 256-0314

Shearman & Sterling              Unknown                 $135,500
599 Lexington Ave
New York, NY 10022
Phone: (212) 848-4000
Fax: (212) 848-7179

RR Donnelly                      Unknown                 $118,600
111 South Wacker Dr
Chicago, IL 60606
Phone: (312) 326-8000
Fax: (212) 503-1344

Infinia Group LLC                Unknown                 $115,001
515 West 20th St Fl 3
New York, NY 10011
Phone: (212) 463-5100

ADK America Inc.                 Unknown                 $101,958
515 West 20th St Fl 6 East
New York, NY 10011
3137 S La Cienega Blvd
Los Angeles, CA 90016

Alvarez & Marsal Tax Advisory    Unknown                  $65,000
Services LLC
600 Lexington Ave Fl 6
New York, 10022 10017
Phone: (212) 759-4433
Fax: (212) 328-8757

The Global Capital Group, Ltd.   Unknown                  $63,250
88 W Schiller Ste 3008
Chicago, IL 60610
Phone: (312) 451-2676

Access Search Inc.               Unknown                  $61,440
218 N Jefferson Ste 302
Chicago, IL 60661
Phone: (312) 930-1034
Fax: (312) 930-1070

American Express Company         Unknown                  $40,000
Corporate Services Operations
AESC-P
20022 N 31st Ave
Mail Code AZ-08-03-11
Phoenix, AZ 85027
Phone: (800) 528-2122

TechnologyManagement             Unknown                  $34,000
Consulting Group
DBA Roadmap Learning
235 Iris Rd
Lakewood, NJ 08701

GKH Law Offices                  Unknown                  $30,074
One Azrieli Center,
Round Building
Tel Aviv 67021 Israel
Phone: 972-3-607-4444
Fax: 972-3-607-4422
1 Shmuel Ha'Nagid Street, 4th Floor
Jerusalem 94592 Israel
Phone: 972-2-623-2683
Fax. 972-2-623-6082

Amideo and Associates            Unknown                 $27,300
787 S Shore Drive
Miami Beach, FL 33141
Phone: (305) 519-5377

Promontory Financial Group LLC   Unknown                 $25,000
1201 Pennsylvania Ave NW Ste 617
Washington, DC 20004-2401
Phone: (202) 662-6980
Fax: (202) 783-2924

Media Two                        Unknown                 $25,000
319 W Martin St Ste 200
Raleigh, NC 27601
Phone: (919) 553-1246

Ticker Consulting LLC            Unknown                 $22,800
3 Cypress Dr
Cedar Knolls, NJ 07927

Premiere Global Services Inc.    Unknown                 $18,227
The Terminus Building
3280 Peachtree Rd NE Ste 1000
Atlanta, GA 30305
Phone: (866) 548-3203
Fax: (404) 262-8540

                          About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Deadline to Transfer Accounts Expired Nov. 11
--------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc. under the Securities Investor Protection Act, said
he will be accepting proposals for the transfer of all customer
securities accounts of the Debtor to another member of the
Securities Investor Protection Corporation.

MFGI holds roughly 450 Accounts, excluding DVP and affiliate
Accounts.

Prospective transferees must sign a Nondisclosure Agreement to
conduct due diligence regarding the Accounts, which may be
obtained by contacting:

        Joshua Zalasky, Esq.
        Tel: (212) 837-6713
        E-mail: zalasky@hugheshubbard.com

Prospective transferees should be prepared to exhibit their
financial capability to fund their proposals and to handle the
accounts going forward through, among other things, current FOCUS
Reports, balance sheets, and bank references.

The SIPA Trustee will notify prospective transferees who return
Nondisclosure Agreements of the procedures for making proposals
for the Accounts transfer.

             Nov. 11 Deadline for Account Transfers

The SIPA Trustee said commodity customer accounts that have not
been transferred as part of the bulk transfer of accounts can be
transferred if the account holder finds a Futures Commission
Merchant willing to accept a transfer of the positions in the
account without collateral.

As required by law, account transfers must be complete by 5:00 pm
EST on Friday, November 11, 2011, at which time the process of an
orderly liquidation of non-transferred accounts will begin.

Former MFGI customers who would like to transfer positions without
collateral may log their requests with MFGI, and may contact Dan
Schulman to do so at (312) 548-2020.

By seeking Court approval on an emergency basis, the Trustee -- in
coordination with the Commodity Futures Trading Commission,
Securities Investor Protection Corporation, and the CME Group and
other exchanges -- has been able to transfer roughly 17,000
customer accounts with open commodities positions, along with
roughly $1.55 billion in collateral, which is roughly 60% of the
collateral that had been associated with these positions at the
time of the bankruptcy.  The Court-authorized bulk transfer was
the maximum relief available under the law and the circumstances,
and it averts mandatory liquidation of the transferred positions
under governing CFTC rules.

MF Global Inc., by court order, is undergoing a liquidation
process.  MF Global Inc. is currently being wound down.  The
broker-dealer is not conducting business and will not be
reorganized, according to the SIPA Trustee.

In order to protect their transferred positions, MF Global Inc.
customers who have been transferred should consider posting
collateral if that action is requested by the transferee Futures
Commission Merchant (FCM), the Trustee said.  As an alternative,
these former MF Global Inc. customers can request to have accounts
liquidated.

The Trustee has begun an independent and thorough investigation.
The Trustee said he can't know how long the investigation will
take or how long it will be before we are able to begin to return
additional assets to customers.  The Trustee acknowledged an
apparent shortfall at MF Global Inc.  The Trustee reiterated that
his obligations under the law are to preserve assets and identify
and marshal other assets to maximize the estate in a manner that
is fair to all customers.

The Trustee said he does not have the authority to transfer
commodity accounts except in bulk, as granted by the Bankruptcy
Court.  If an individual's account has not been transferred as
part of the bulk transfer, that account can be transferred if the
individual finds an FCM and transfers the account without
collateral, he added.

Additionally, the Trustee said his team has identified roughly 400
security accounts that were active at MF Global and they are
attempting to find brokers where those accounts can be bulk
transferred back to customers.

To the extent that accounts are not transferred, the Trustee will
be establishing a claims process, which will need to be approved
by the Court, for the customers and creditors of MF Global Inc.
consistent with his duties under SIPA to identify and marshal
assets available to satisfy customer claims and to maximize the
estate for all stakeholders in an orderly and fair process.

                          About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Deadline to File Non-Cash Claims Expired Nov. 15
-----------------------------------------------------------
James W. Giddens, the SIPA Trustee for MF Global Inc.'s
liquidation, said the brokerage's commodity customers who
deposited certain kinds of non-cash property may seek for the
return of those property provided they send instructions to the
Trustee on or before Nov. 15.

Non-cash property are those referred to in Part 190 of the
Regulations of the Commodity Futures Trading Commission as
"specifically identifiable property," including:

  (1) Any security deposited as margin which, as of October 31,
      2011, was securing an open commodity contract and is:

        -- registered in the client's name,
        -- not transferable by delivery, and
        -- not a short-term obligation.

  (2) Any fully-paid, non-exempt security held for the client's
      account in which there were no open contracts as of
      October 31, 2011.

  (3) Any warehouse receipt, bill of lading or other document of
      title deposited as margin which, as of October 31, 2011,
      was securing an open commodity contract and can be
      identified in MFGI's records as being held for your
      account, and is neither in bearer form nor otherwise
      transferable by delivery.

  (4) Any warehouse receipt, bill of lading or other document of
      title, or any commodity received, acquired or held by MFGI
      to make or take delivery or exercise from or for the
      client's account and which can be identified in MFGI's
      records as received from or for the client's account as
      held specifically for the purpose of delivery or exercise.

  (5) Any cash or other property deposited to make or take
      delivery on a futures or options contract may be eligible
      to be returned.

Instructions should be directed to:

        James W. Giddens
        Trustee for the SIPA Liquidation of MF Global Inc.
        c/o EPIQ Bankruptcy Solutions, LLC
        FDR Station, P.O. Box 5082
        New York, NY 10150-5082
        E-mail: MFGIProperty@hugheshubbard.com

                          About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Giddens Wins Nod to Issue Subpoenas
----------------------------------------------
James W. Giddens, the SIPA Trustee for MF Global Inc.'s
liquidation, sought and obtained approval from the bankruptcy
court to issue subpoenas to compel production of documents and the
testimony of witnesses in connection with his investigation.

The Court directs witnesses to produce, on a rolling basis, all
responsive documents described in the SIPA Trustee's subpoena in a
way that all responsive documents are received by the SIPA Trustee
within 10 days of the service of a subpoena.

With regard to the Debtors' limited response, the Court explained
that the SIPA Trustee must be permitted to conduct his
investigation without being required to divulge his investigatory
steps or the discovery obtained to any other party-in-interest,
including the Chapter 11 Debtors.  When the SIPA Trustee completes
his investigation, he must prepare a "statement of his
investigation" as provided by statute.

The Court further explained that an investigation as contemplated
by the statute cannot be performed effectively if the SIPA Trustee
is required to reveal his investigatory methodology or documents
or information discovered, at least until the investigation is
complete and the statement of his investigation is disseminated.

"In this case, there have already been serious allegations of
potential misconduct at MFGI," the Court noted.  It recalled that
on October 31, 2011, the General Counsel of MFGI advised the CFTC
and SEC of a substantial shortage in segregated collateral
belonging to customers.

Whether management of MFGI or the Debtors was involved in
misconduct is clearly a proper subject for investigation and the
Trustee must be able to investigate these allegations without
interference from any party-in-interest, the Court related.

The Court, however, agreed that the Debtors' books and records
currently held by the SIPA Trustee are needed in the efficient
conduct of the Chapter 11 case.  Accordingly, the Court said it
expects the SIPA Trustee to cooperate with the Debtors in
providing access to information needed in the Chapter 11 case.

                          About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Clearing Firms Begin Dividing Former Clients
-------------------------------------------------------
Ten clearing firms began dividing former clients of MF Global
Holding Ltd.'s U.S. brokerage among themselves, one of the first
steps by rivals to fill the vacuum left by the huge commodities
firm's collapse, Jerry A. Dicolo, Jacob Bunge and Dan Strumpf of
The Wall Street Journal reported.

The Journal cited major banks and brokerages like BNP Paribas SA
and Newedge Group and niche firms like Pension Financial Services
Inc. among the clearing firms that were vetting lists of MF
Global's account holders, according to a person familiar with the
matter.

The Journal's source said other firms receiving funds are:

    * Dorman Trading LLC;
    * R.J. O'Brien & Associates LLC;
    * Mizuho Securities USA Inc., a unit of Mizuho Financial
      Group;
    * FC Stone LLC;
    * Rosenthal Collins Group LLC;
    * ADM Investor Services Inc., a unit of Archer Daniels
      Midland Co.; and
    * Macquarie Futures USA

The clearing firms, however, will not take clients en masse
without first analyzing their creditworthiness and other factors,
the Journal said.

Judge Martin Glenn recently authorized the transfer of about
50,000 customer accounts to other clearing firms.  The Journal
noted that the effort -- spearheaded by CME Group Inc. -- is an
attempt to make progress on unlocking the assets of hundreds of
thousands of investors and businesses whose accounts have been
largely frozen since MF Global filed for bankruptcy protection.

The report said the 10 firms will receive bulk transfers of
segregated-client accounts and distribute some funds back to those
clients.  The process will enable the firms to get the first crack
at former customers of one of the largest commodities broker-
dealers in the U.S., according to the report.  Investors that have
not had access to their open trading positions or bets on the
market will be able to close out or offset those trades once they
post sufficient funds at the new clearing firm, the Journal noted.

The accounts transfers mark the first step in the quest by
customers to receive the estimated $5.45 billion in assets due
them by MF Global, the Journal stated.  Only 60% of the accounts'
assets can be transferred immediately.

Interactive Brokers Group Inc., which nearly bought MF Global,
decided not to join the 10 firms that would be receiving the
customer accounts, the Journal said.  Interactive Brokers Chief
Executive Thomas Peterffy cited in an e-mailed statement potential
market exposure and legal risks that could come along with the
business, adding that "MF Global put the exchanges and regulators
in a very tough position," the Journal quoted.

After the transfer, former MF Global customers would have the
option to keep the accounts with the new clearing firm, transfer
them elsewhere, or liquidate them, the Journal said.  The transfer
however does not necessarily entail that former customers of MF
Global will be able to pull out the cash, the report explained.
The new clearing firms are seen asking the failed firm's clients
to increase their collateral requirements, according to people
involved in the process, the Journal said.

CME Group, the biggest futures market operator in the U.S., is
aiming to open the transfer process to other exchanges and trade-
clearing facilities operated by IntercontinentalExchange Inc.,
Depository Trust & Clearing Corp., NYSE Euronext and the OCC,
which clears trades on all U.S. stock-option markets, a person
involved in the process disclosed to the Journal.

                          About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Fires Workers, Offered $250 Million Loan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for MF Global Inc., the liquidating
commodities broker, fired its 1,066 workers and said as many as
200 will be rehired to help sort out customers' claims and
distribute their property.

According to the report, CME Group Inc., saying the MF Global
liquidation is "absolutely uncharted territory for this industry,"
agreed to provide as much as $300 million in "financial
guarantees" to help customers recover their cash more quickly.
CME, a Chicago-based provider of market and clearing services for
options and futures, will provide the MF Global trustee with $250
million so he can have "greater latitude to make an interim
distribution," CME said in a statement.  The remaining $50 million
will go to other brokers "in the event there is a shortfall at the
conclusion of the trustee's distribution process." CME's
operations include the Chicago Mercantile Exchange.

Mr. Rochelle notes that firing the broker's workers might be
alleged to violate the so-called Warn Act, a federal law requiring
60-days' notice before mass layoffs.  In some bankruptcy cases,
class-action suits are filed in bankruptcy court to assert
workers' claims for wages they would have earned during the 60-day
period.  If a class suit or workers' individual claims are
successful, they can be priority claims in the liquidation, to be
paid ahead of general unsecured claims although effectively behind
customers' claims.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Klehr Harrison WARN Act Lawsuit Seeks $25 Million
------------------------------------------------------------
Two former employees, Todd Thielmann and Pierre-Yvan Desparois,
filed for damages on behalf of themselves and all employees laid
off by MF Global when it laid off 1066 employees on November 11,
2011 without providing any advance notice.  Mr. Thielmann and Mr.
Desparois worked in MF Global's Chicago and New York offices,
respectively.

MF Global filed for bankruptcy on November 1, 2011 and laid off
1066 employees on Friday November 11, 2011 telling them their
employment was being terminated immediately, they would be paid
thru November 15 and health benefits will be cut off November 30.

Failure to give sixty (60) days notice violates the federal Worker
Adjustment and Retraining Notification Act.  Additionally, all the
laid off employees worked in either Chicago or New York and each
state has its own WARN Act (and New York's law requires 90 days
notice as opposed to 60 under the federal law).  The Complaint and
Proof of Claim estimate the damages to be in excess of $25
million. The case is being pursued in the United States Bankruptcy
Court for the Southern District of New York.  Charles A. Ercole, a
partner with Klehr Harrison Harvey Branzburg LLP in Philadelphia,
who represents Mr. Thielmann and Mr. Desparois, said, "We plan to
exhaust all avenues to recover the money owed to these employees.
Given its deteriorating financial condition, MF Global clearly
knew long before November 11, 2011 that it was going to have to
close its doors and there is no reason WARN Act notices shouldn't
have been given," said Mr. Ercole.

Klehr Harrison is a full service law firm with its primary office
in Philadelphia. Mr. Ercole is Chair of the Labor and Employment
practice group and has had significant recoveries for employees in
numerous other WARN Act cases including $35 million for 2200
former employees of Qimonda North America; $6.775 million for 1900
former employees of USF Red Star; and $4.0 million for 550 former
employees of Arrow Trucking. If you have any questions, please
contact Charles A. Ercole.

                         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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: ICE Clear Canada Completes Transfer of Canada Positions
------------------------------------------------------------------
IntercontinentalExchange ICE disclosed that ICE Clear Canada has
completed the transfer or closure of all MF Global Canada customer
positions executed on ICE Futures Canada and held at the clearing
house.  The substantial majority of customer positions were
transferred to alternative clearing participants at the request of
customers, and the balance of open positions were closed by the
clearing house.  ICE Clear Canada remained fully collateralized
throughout the process.

"ICE Clear Canada has worked closely with clearing participants
and their customers to mitigate the impact of MF Global's default
on our markets, and to ensure an efficient and expeditious
resolution of the default," said Brad Vannan, President, ICE Clear
Canada.  "We are grateful for the assistance we have received from
the Manitoba Securities Commission, clearing participants, FCMs
and customers during this process."

                   About IntercontinentalExchange

IntercontinentalExchange ICE 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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MILESTONE SCIENTIFIC: Incurs $637,000 Net Loss in 3rd Quarter
-------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss applicable to common stockholders of $637,338 on $1.74
million of net product sales for the three months ended Sept. 30,
2011, compared with a net loss applicable to common stockholders
of $583,526 on $1.92 million of net product sales for the same
period during the prior year.

The Company also reported a net loss applicable to common
stockholders of $1.07 million on $6.63 million of net product
sales for the nine months ended Sept. 30, 2011, compared with a
net loss applicable to common stockholders of $319,244 on $7.70
million of net product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.04
million in total assets, $4.91 million in total liabilities and
$2.13 million in total stockholders' equity.

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

                        http://is.gd/vLQh3D

                     About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

As reported by the TCR on April 4, 2011, Holtz Rubenstein Reminick
LLP, in New York, noted that the Company has suffered recurring
losses from operations since inception, which raises substantial
doubt about its ability to continue as a going concern.


MUNICIPAL MORTGAGE: Incurs $18.5 Million 3rd Quarter Net Loss
-------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $18.48 million on $25.77 million of total
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $17.35 million on $25.94 million of total revenue for
the same period a year ago.

The Company also reported a net loss of $47.59 million on
$73.87 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $69.65 million on
$80.05 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.93 billion in total assets, $1.22 billion in total liabilities
and $707.23 million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

                         Bankruptcy Warning

The Company's ability to restructure its debt is especially
important with respect to the subordinated debentures.  The
weighted average pay rate on the remaining $196.7 million (unpaid
principal balance) of subordinated debentures was 2.1% at
Sept. 30, 2011.  The Company's pay rates are due to increase in
the first and second quarters of 2012, which will bring the
weighted average pay rate to approximately 8.6%.  The Company does
not currently have the liquidity to meet these increased payments.
In addition, substantially all of the Company's assets are
encumbered, which limits its ability to increase its liquidity by
selling assets or incurring additional indebtedness.  There is
also uncertainty related to the Company's ability to liquidate
non-bond related assets at sufficient amounts to satisfy
associated debt and other obligations and there are a number of
business risks surrounding the Company's bond investing activities
that could impact its ability to generate sufficient cash flow
from the bond portfolio.  These uncertainties could adversely
impact the Company's financial condition or results of operations.
In the event the Company is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
liquidity from the sale of non-bond related assets or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing.

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

                        http://is.gd/ER03Db

Municipal Mortgage, on Nov. 9, 2011, held its annual meeting of
shareholders.  At that meeting, the shareholders of Municipal
Mortgage & Equity, LLC, elected Douglas A. McGregor and Fred N.
Pratt, Jr., to the Board of Directors for a three year  term and
ratified the selection of KPMG, LLP as independent registered
public accountant for the year ended 2011.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.


M.W. SEWALL: Shuts Final Chapter on Family Fuel Business
--------------------------------------------------------
November 14 marked the end of the last chapter for M.W. Sewall, a
123 year old family business founded in 1887 and based in Bath,
Maine.  The company sold fuel, heating oil, and propane and
operated 11 convenience stores.  Its assets are now being sold.

"Our retail company had a beginning based in service," says Philip
Sewall, the last CEO of M.W. Sewall.  "We delivered coal and ice
to homesteaders. Being of service to our community is also how I
see our end," he said.

Sewall pleaded no contest to three misdemeanor accounts of the
corporation's failure to pay taxes in a timely manner. However,
all taxes are being paid to Maine and the citizens are protected
thanks to an errors and omissions insurance policy Sewall
commissioned as CEO.

This story may be a happy ending for Maine, but it's bittersweet
for Sewall.  The company insurance didn't quite cover all the
outstanding monies.  He has personally stepped up for the rest.

"The agreement reached requires Philip Sewall to personally pay
out a large amount of money ($275,000) to cover the unpaid taxes
owed by the company and other assets are available to repay the
state through the bankruptcy.  The remaining companies of M.W.
Sewall are under new leadership and can move forward.  This is a
good outcome for the citizens of Maine," says Attorney General
Schneider.

Over an organizational lifetime that touched three centuries, M.W.
Sewall employed hundreds of Bath residents.  "What I am most proud
of," says Sewall, "is we always operated as part of the community-
-my family settled here over 200 years ago.  While I wish we were
still operating today, I'm proud that we managed to close our
doors in a way that took care of people as best we could and that
serves our obligations to the citizens of Maine and our
creditors."

Philip Sewall is the great grandson of founder Mark W. Sewall.
"Philip and his family have been devastated by the whole process,"
says Tom Davidow, a family business counselor for over two
decades.  "I'm glad it's over for him.  I'm not surprised to find
he's managed to take care of so many people and exit the business
in a responsible manner--that's the way his father taught him,
which is why he asked Philip to replace him when he resigned as a
director."

"While the final days were full of challenges, I did my best for
the community, employees, and the company, in line with the family
value of service just as my father would have wanted," commented
Philip.


NCOAT INC: Plan Outline Hearing Scheduled for Dec. 15
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina will convene a hearing on Dec. 15, 2011, at 9:30 a.m., to
consider adequacy of the Disclosure Statement explaining nCoat
Inc., et al.'s Plan of Reorganization dated Oct. 20, 2011.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
the Plan of orderly liquidation contemplates the distribution of
the Net Sales Proceeds ($671,184) to pay all Allowed
Administrative Expenses incurred through the Effective Date,
Allowed Priority Unsecured Claims, and Allowed Secured Claims
(which remain unpaid) of the Debtors, with any remaining Net Sales
Proceeds to be divided equally between the estates of MCC, HPC and
nTech and, after payment of Allowed Administrative Expenses
incurred after the Effective Date, distributed to unsecured
creditors in each case in accordance with the priorities
established by the Bankruptcy Code.

The Debtors expect that there may be funds remaining in the nTech
estate after the payment of all secured and unsecured creditors,
which would then be distributed to secured and unsecured creditors
of nCoat in accordance with the priorities established by the
Bankruptcy Code.  The Debtors do not anticipate that any excess
funds will be available from the estates of MCC and HPC to pay
claims of creditors of nCoat.

The Allowed Unsecured Claims of nCoat of approximately
$788 million (Class 17) will be paid from the nCoat Available Cash
(in full or pro rata depending upon the amount of nCoat Available
Cash) in one or more distributions after the Effective Date
upon the realization of nCoat Available Cash, and after payment in
full of Allowed Administrative Expenses incurred by nCoat on or
after the Effective Date.

The Debtors has estimated that there will likely be no meaningful
distribution on Class 17 Allowed Unsecured Claims.

The existing equity interests (Class 18) will be extinguished and
no distributions will be made on account of such old equity
interests.

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

           http://bankrupt.com/misc/ncoat.DS.dkt238.pdf

                        About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection on Aug. 16, 2010,
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represent the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on Aug. 16, 2010.

Julie B. Pape, Esq., and William B. Sullivan, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Winston-Salem, N.C., represent
the Official Committee of Unsecured Creditors.

On Sept. 28, 2010, the Bankruptcy Court approved the sale
substantially all of the Debtors' assets to Fort Ashford Funds,
LLC, subject to higher and better bids at an auction.  No bids
were received by the Debtors other than the initial bid of
Fort Ashford.  The sale closed on Oct. 1, 2010 (the "Sale Date").

After the Sale Date, the Debtors ceased all business operations,
paid all undisputed secured claims, assumed and assigned certain
executory contracts and unexpired leases to the designee of Fort
Ashford, and retained two employees to close the books and records
and wind up the business affairs of the Debtors.

The Debtors, prior to the Sale Date, specialized in nanotechnology
research, licensing, and the commercialization, distribution and
application of nano-structured as well as multiple non-nano
structured surface coatings.  The Debtors' specialized coatings
were used by the automotive, diesel engine, trucking, recreational
vehicle, motorcycle, aerospace and oil and gas industries for heat
management, corrosion resistance, friction reduction, bond
strength and appearance.


NETWORK CN: Charles Liu Appointed to Board of Directors
-------------------------------------------------------
The Board of Directors of Network CN Inc. resolved to increase the
authorized number of Board members from five to six members, and
to appoint Mr. Charles Liu to fill the vacancy occasioned by the
increase, effective as of Nov. 16, 2011.   The Board also
appointed Mr. Liu to serve as a member of the Company's Audit
Committee and Nominating Committee as of the Effective Date.

The Board has also determined that Mr. Liu qualifies as an
"independent" director as that term is defined by the rules of the
Nasdaq Stock Market.

Mr. Charles Liu.  Mr. Liu, aged 61, has over 38 years' experience
in the banking industry, and has worked since January 2009 as a
financial advisor to various listed and private companies.  Prior
to that, Mr. Liu served from August 1970 to December 2008, in
various capacities with Citibank Hong Kong, and since March 2004,
as Director of its Asia Pacific Regional Processing Center,
focusing on syndicated loans, agencies and trusts.

The Company has not entered into any written agreement with Mr.
Liu, but as a non-employee director of the Company, he will be
entitled to a monthly cash fee of $1,500 and will be granted an
award of 75,000 shares which shall be vested on June 30, 2012, so
long as he continues in his role as a director that date.

There are no arrangements or understandings between Mr.  Liu and
any other persons pursuant to which he was selected as a director
and there are no transactions between the Company and Mr. Charles
Liu that would require disclosure under Item 404(a) of Regulation
S-K.

                          About Network CN

Network CN Inc. (OTC QB: NWCN) -- http://www.ncnmedia.com/-- is
building a multi-media, multi-application out-of-home advertising
network in the key cities of China.  Network CN Inc. was
incorporated in the State of Delaware in 1993 and is headquartered
in Causeway Bay, Hong Kong.

As reported in the TCR on Mar 24, 2011, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred net losses of $2.60 million and
$37.38 million for the years ended Dec. 31, 2010, and 2009,
respectively.  As of Dec. 31, 2010, the Company recorded a
stockholders' deficit of $3.52 million.

The Company's balance sheet at June 30, 2011, showed $1.28 million
in total assets, $5.59 million in total liabilities and a $4.30
million total stockholders' deficit.


NEW ENGLAND: Granted Until March to Regain NYSE Amex Compliance
---------------------------------------------------------------
New England Realty Associates Limited Partnership received a
notification letter from the Corporate Compliance Department of
the NYSE Amex LLC indicating that as of June 30, 2011 the
Partnership is not in compliance with the minimum stockholders'
equity requirement for continued listing of the Partnership's
Depositary Receipts on the NYSE Amex.  Specifically, the
Partnership is not in compliance with Section 1003(a)(i) of the
NYSE Amex Company Guide since it reported stockholders' equity of
less than $2,000,000 at June 30, 2011 and has incurred losses from
continuing operations and/or net losses in two out of its three
most recent fiscal years ended Dec. 31, 2010.

The Partnership was afforded the opportunity to submit a plan of
compliance to the NYSE Amex and on Oct. 4, 2011 the Partnership
presented its Compliance Plan to the NYSE Amex.

On Nov. 10, 2011, the NYSE Amex notified the Partnership that it
accepted the Partnership's Compliance Plan and granted the
Partnership an extension until March 11, 2013 to regain compliance
with the continued listing standards of the NYSE Amex as set forth
in the Company Guide.  The Partnership will be subject to periodic
review by the staff of the NYSE Amex during the extension period.
Failure to make progress consistent with the Compliance Plan or to
regain compliance with the continued listing standards of the NYSE
Amex as set forth in the Company Guide by the end of the extension
period could result in the Partnership being delisted from the
NYSE Amex.

In furtherance of the Compliance Plan, the Partnership has
authorized a 3-for-1 forward split of its Depositary Receipts
listed on the NYSE Amex and a concurrent adjustment of the
exchange ratio of Depositary Receipts for Class A Units of the
Partnership from 10-to-1 to 30-to-1, such that each Depositary
Receipt shall represent one-thirtieth (1/30) of a Class A Unit of
the Partnership.  The Partnership has fixed December 16, 2011 as
the record date for the forward split of its Depositary Receipts
which shall become effective as of the opening of trading on the
NYSE Amex on Jan. 3, 2012.


NEWPAGE CORP: Critical Vendor Cap Set at $20MM Under Amended Order
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has amended
its original order authorizing NewPage Corporation to pay the
prepetition claims of certain critical vendors and administrative
claimholders.

The terms of the Amended Order provide:

1. Payment of Critical Vendor Claims will not exceed $20 million
in the aggregate, unless otherwise permitted by the DIP Documents
and ordered by the Court, after notice and hearing; provided that
the Debtors will provide the Creditors' Committee with advance
notice as is practicable under the circumstances of any motion to
increase the Critical Vendor Cap beyond $20 million.

2. The Debtors may in their discretion apply all payments of
Critical Vendor Claims first to the Critical Vendor's claims for
goods received by the Debtors within 20 days prior to the
Commencement Date.

3. As a condition to payment of the Critical Vendor Claims, unless
otherwise modified or waived by the Debtors in their sole
discretion, the Critical Vendors are required to continue to
provide goods and services to the Debtors on the most favorable
terms in effect between the Critical Vendor and the Debtors in the
12 months before the Petition Date, or on those other favorable
terms as the Debtors and the Critical Vendor may otherwise agree.
The Customary Trade Terms will apply throughout the Debtor's
Chapter 11 cases, as long as the Debtors agree to pay for such
goods in accordance with such terms.

The Debtors are authorized, but not directed, to obtain written
verification before issuing payment to a Critical Vendor that said
Critical Vendor will continue to provide goods and services to the
Debtors on Customary Trade Terms for the remaining term of the
Critical Vendor's agreement with the Debtors.

If any Critical Vendor accepts payment on account of a Critical
Vendor Claim and thereafter fails to provide the Debtors with the
requisite Customary Trade Terms, any payment will be deemed an
unauthorized postpetition transfer under Section 549 of the
Bankruptcy Code and will be recoverable by the Debtors in cash or
goods, or, at the Debtor's option, may be applied as a credit
against any outstanding postpetition claims held by that Critical
Vendor.  Upon recovery of a payment made in respect of a Critical
Vendors Claim, the claim will be reinstated as a prepetition claim
in the amount so recovered, less the Debtor's reasonable costs of
recovery.

A copy of the Amended Order is available for free at:

         http://bankrupt.com/misc/newpagecorp.dkt337.pdf

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORTHCORE TECHNOLOGIES: Incurs C$820,000 3rd Quarter Net Loss
-------------------------------------------------------------
Northcore Technologies Inc. reported a net loss and comprehensive
loss of C$820,000 on C$203,000 of revenue for the three months
ended Sept. 30, 2011, compared with a net loss and comprehensive
loss of C$1.02 million on C$132,000 of revenue for the same period
a year ago.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

"I am gratified by the progress that Northcore has achieved in the
last quarter.  On the strength of the successful deployment of our
first Social Commerce customer, we have formed a dedicated group
to focus on this business area," said Amit Monga, CEO of Northcore
Technologies.  "It is also exciting to see the modest, but
important, sequential improvements to our revenue lines and
balance sheet.  We are working aggressively on many fronts to
ensure these encouraging trends continue."

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

                        http://is.gd/Ve37rX

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


OMNICOMM SYSTEMS: Reports $510,000 Third Quarter Net Income
-----------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $510,399 on $3.33 million of total revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$1.09 million on $3.16 million of total revenues for the same
period a year ago.

The Company also reported a net loss of $4.38 million on
$10 million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.39 million on $9.07 million
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.24
million in total assets, $24.31 million in total liabilities and a
$22.06 million total shareholders' deficit.

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

                        http://is.gd/8wnIjP

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.  OmniComm Systems, Inc has U.S. headquarters in Fort
Lauderdale, Fla. and European headquarters in Bonn, Germany, with
satellite offices in New Jersey and the United Kingdom, as well as
sales offices throughout the U.S. and Europe.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about OmniComm Systems' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has a net loss
attributable to common shareholders of $3,335,869, a negative cash
flow from operations of $1,953,919, a working capital deficiency
of $9,400,947 and a stockholders' deficiency of $17,814,029.


OPTIONS MEDIA: Appoints Dr. Ervin Braun as Director
---------------------------------------------------
Options Media Group Holdings, Inc., appointed Dr. Ervin Braun to
serve as a director of the Company.  Dr. Braun invested $140,000
in the Company's Series G Preferred Stock offering on May 25,
2011.

In connection with his appointment, Dr. Braun was granted
5,000,000 three-year, non-qualified stock options exercisable at
$0.03 per share.  Dr. Braun will also receive a stipend of $7,500
per calendar quarter, subject to his continued service as a
director of the Company.

Dr. Braun is a member of The Big Company, LLC.  As a result of the
efforts of Keith St. Clair, presently the Company's Board Chairman
and formerly a manager of TBC, in negotiating agreements with
Justin Beiber Brands, LLC, and certain associates of Justin
Beiber, TBC was issued the following:

   -- 18,000,000 shares of the Company's common stock;

   -- 37,000,000 one-year warrants exercisable at $0.01 per share;

   -- 25,000,000 one-year warrants exercisable at $0.02 per share;

   -- A fee of $20,000 per month which accrues until the Company
      raises $500,000 or enters into a factoring agreement in
      which case the Company pays $10,000 per month with the
      balance accruing until the Company raises $5,000,000.

   -- Sales royalties based upon a percent of adjusted gross
      profit after deducting activation and software costs and
      royalties payable to the Bieber Group; and

   -- An option to take up to 50% of sales royalties due and
      receive shares of common stock at $0.01 per share, with a
      maximum of 25,000,000 shares issuable.

On Nov. 4, 2011, Russell Strunk notified the Company of his
resignation as President and as a director of the Company for
personal reasons, effective Nov. 7, 2011.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company's balance sheet at June 30, 2011, showed $3.9 million
in total assets, $8.9 million in total liabilities, all current,
and a stockholders' deficit of $5.0 million.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.


OSAGE EXPLORATION: Incurs $142,000 Third Quarter Net Loss
---------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $142,787 on $854,200 of total
operating revenues for the three months ended Sept. 30, 2011,
compared with a net loss of $260,836 on $467,947 of total
operating revenues for the same period during the prior year.

The Company also reported net income of $2.56 million on
$2.45 million of total operating revenues for the nine months
ended Sept. 30, 2011, compared with a net loss of $1.56 million on
$1.26 million of total operating revenues for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.32 million in total assets, $1.14 million in total liabilities,
and $4.17 million in total stockholders' equity.

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

                         http://is.gd/OPMZbw

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company reported a net loss $1.62 million on $1.83 million of
total operating revenues for the year ended Dec. 31, 2010,
compared with a net loss of $2.32 million on $2.81 million of
total operating revenues during the prior year.

GKM, LLP expressed substantial doubt about the Company's ability
to continue as a going concern.  GKM noted that the Company has
suffered recurring losses from operations and has an accumulated
deficit as of Dec. 31, 2010.


OZBURN-HESSEY HOLDING: S&P Lowers Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Brentwood, Tenn.-based Ozburn-Hessey Holding Co. LLC, including
lowering the corporate credit rating to 'B-' from 'B'. The outlook
is negative.

"The downgrade reflects OHL's deteriorating operating
profitability and cash flow adequacy, resulting from customer
attrition, and challenges integrating acquisitions," said Standard
& Poor's credit analyst Anita Ogbara. "Further, we expect credit
ratios to continue to weaken over the next several quarters."

The revised ratings on OHL reflect the company's competitive end
markets and high debt leverage. The contractual nature of the
contract logistics/warehousing business as well as relatively
stable industry fundamentals for the next few years partly offset
these factors. OHL offers various third-party logistics services,
including warehousing (about 37% of 2010 gross revenues), domestic
transportation (27%), and global freight management and logistics
(36%). Standard & Poor's characterizes OHL's business profile as
weak, its financial profile as highly leveraged, and its liquidity
as adequate.

"Our near-term outlook for the third-party logistics industry
remains stable because we expect companies to continue to
outsource these services to reduce costs, lower capital
expenditure requirements, manage working capital, and enhance
operating flexibility," Ms. Ogbara said. "Still, given the highly
fragmented competitive landscape, the sector will remain very
price competitive."

OHL developed its current suite of logistics services, which
include warehousing, transportation, and other ancillary services,
through a series of acquisitions. Because of its acquisition
history and private ownership structure, OHL is highly leveraged,
with limited financing sources. Over the past few quarters,
earnings have deteriorated following the refinancing and
consolidation (completed in March 2010) of its less-profitable
global freight management and logistics operations.


PACIFIC AVENUE: Judge Hodges Rejects Bid to Disqualify Attorney
---------------------------------------------------------------
Susan Stabley, staff writer at Charlotte Business Journal, reports
that U.S. Bankruptcy Court Judge George Hodges dismissed a motion
to disqualify James Henderson as the attorney for 210 Trade
Investments LLC at a hearing Monday on the Chapter 11 proceedings
for the owners and operators of uptown?s Epicentre.

According to the report, Blue Air 2010 -- the limited liability
company that bought the EpiCentre's $93.97 million construction
debt -- filed the motion on Nov. 3, 2011, as part of its dispute
with the complex?s developer Afshin Ghazi.  Blue Air alleges in
the filing that Ghazi did not disclose in federal bankruptcy court
his ownership stake in 210 Trade Investments, which holds the
development rights for a condo tower on a corner of the EpiCentre.

The report says 210 Trade Investments acquired the residential
tower's air rights in an auction in November 2010.  Mr.
Henderson's name was on those contracts, listing him as 210
Trade's manager.  Blue Air wants him to testify as a material
witness but worries he will claim attorney-client privilege to
avoid giving a deposition.

On Nov. 14, 2011, Mr. Henderson told Judge Hodges that he only
signed documents on behalf of 210 Trade and was never involved in
any negotiations or dispersion of funds.  Judge Hodges dismissed
the motion to disqualify without prejudice, adding that attorneys
for Blue Air can revisit the request if needed.

The report notes that, among several allegations made in federal
court, Blue Air says parking revenue rights from the EpiCentre was
transferred to 210 Trade before the complex's owners filed for
Chapter 11 bankruptcy reorganization.

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PILGRIM'S PRIDE: Settles Securities Fraud Suit for $1.5 Million
---------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Pilgrim's Pride
Corp. agreed Monday in Texas to pay $1.5 million to settle a
securities fraud class action accusing it of misleading investors
about the company's financial well-being months before it filed
for bankruptcy protection.

According to Law360, Pilgrim's Pride and the plaintiffs agreed to
settle all claims in the suit and filed a stipulation and
agreement of settlement in which the chicken company denied any
wrongdoing but agreed to pay $1.5 million within 10 days to avoid
further litigation.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from its Chapter 11 bankruptcy proceedings on Dec.
28, 2009.

                           *     *     *

According to the Troubled Company Reporter on July 5, 2011,
Moody's Investors Service downgraded Pilgrim's Pride's Corporate
Family and Probability of Default ratings to B2 from B1 and senior
unsecured note rating to Caa1 from B3 given the lack of
improvement in chicken prices and its consequent impact on
Pilgrim's Pride's financial performance, including expectations
for modest EBITDA at best for 2011. Moody's concern is somewhat
mitigated by the covenant relief provided by Pilgrim's lenders and
the cash advance of $50 million from JBS USA (a PIK subordinated
loan provided by a sister company). The SGL-3 speculative grade
liquidity rating was affirmed. The outlook is stable.


PIONEER NATURAL: S&P Raises Corp. Credit Rating From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Dallas-based Pioneer Natural Resources Co. to
'BBB-' from 'BB+'.

"We also revised our rating on the company's senior unsecured debt
to 'BBB-' from 'BB+', and withdrew our recovery ratings," S&P
said.

"The ratings on Pioneer Natural Resources Co. reflect a
satisfactory business risk profile and an intermediate financial
risk profile," said Standard & Poor's credit analyst Carin Dehne-
Kiley.

Pioneer is a midsize independent exploration and production (E&P)
company, with approximately 967 million barrels of oil equivalent
(mmboe); 56% crude oil and natural gas liquids (NGLs); and 57%
proved developed (adjusted for the sale of Pioneer's Tunisian
assets earlier this year and its 62% ownership in its master
limited partnership (MLP), Pioneer Southwest Energy). The
company's reserve base is concentrated in the onshore U.S.,
primarily in the Spraberry field (Permian Basin), the Eagle Ford
shale and the Raton Basin (Rockies), with less than 1% of its
reserves offshore South Africa. With daily production of 128
MBOE/d in the third quarter, Pioneer's reserve base is long at
more than 20 years, providing a multi-year, low-risk, development
drilling inventory.

Pioneer expects to grow production at an 18% CAGR from 2011 to
2014, including 20% or more in 2012. Growth is being driven by the
Spraberry field in the Permian Basin and the Eagle Ford shale in
South Texas, both liquids-rich plays. Oil/NGL production is
expected to grow from 44% of total volumes in 2010 to 50% in 2011
and 60% by 2015, which given Standard & Poor's price deck and the
high price of oil relative to natural gas, should enhance
profitability going forward.

"The outlook is stable, reflecting our expectations that Pioneer
will continue to maintain a more conservative financial policy,
such that debt to EBITDA remains below 2x. We could downgrade the
company if Pioneer's near-term debt to EBITDA approaches 3.0x, or
if FFO to debt deteriorates to less than 20%, and the company does
not take action to remedy this within a reasonable time frame. We
view a positive rating action as unlikely near-term, given the
company's smaller production base relative to its investment-grade
peers," S&P said.


PHARM'L PRODUCT: S&P Assigns Prelim. 'B+' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Wilmington, N.C.-based Pharmaceutical
Product Development Inc. "At the same time, we assigned our
preliminary 'BB-' issue-level rating and a preliminary '2'
recovery rating to PPD's $1.5 billion senior secured credit
facilities and a preliminary 'B' issue-level rating and a
preliminary '5' recovery rating to PPD's proposed $700 million
issue of senior notes. The senior secured credit facility consists
of a $175 million revolving credit facility due 2016 and a $1.325
billion term loan B due 2018. The senior credit facility also has
an incremental facility that provides the company with the ability
to upsize the term loan by the greater of $200 million and an
amount capped at 3.25X gross senior secured leverage," S&P
related.

"Our speculative-grade ratings on Wilmington, North Carolina-based
contract research organization (CRO) Pharmaceutical Product
Development Inc. (PPD) primarily reflect the company's highly
leveraged financial risk profile following the planned leveraged
buyout (LBO) by Hellman & Friedman and the Carlyle Group for $4
billion (including fees)," said Standard & Poor's rating analyst
Shannan Murphy. "The LBO will result in pro forma adjusted
leverage of more than 6x and funds from operations to total debt
of about 10%. PPD's leading market position in the late-stage
clinical segment of the CRO market, its substantial revenue
visibility, and our favorable view of the CRO industry's medium-
term growth prospects support our belief that PPD has a fair
business risk profile. It also supports our expectation that PPD
will generate low- to mid-single-digit revenue and EBITDA growth
over the near term."

"The financial risk profile incorporates our belief that leverage
likely will remain higher than 5x over the next few years, a level
we consider to be highly leveraged. We also believe sponsor
ownership will shape a financial policy resulting in free cash
flow being applied to tuck-in acquisitions and/or shareholder-
friendly actions, rather than debt repayment. However, we believe
PPD's relatively high revenue visibility and expected mid-single-
digit EBITDA growth eventually will steadily reduce leverage.
Assuming mid-single-digit revenue growth, modest cost savings, and
no margin expansion, we expect adjusted leverage to decline to
around 5.5x by the end of 2012. However, generous covenant tests
and sizeable incremental facility may also limit the company's
incentive to reduce debt," S&P related.


PHILADELPHIA ORCHESTRA: Seeks Longer 'Exclusivity'
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Philadelphia Orchestra for a second time is
requesting an extension of the exclusive right to propose a
bankruptcy reorganization plan.  The orchestra and the musicians'
pension fund may be near resolution of disputes over documents and
information the fund can obtain from donors.  The exclusivity
motion will be up for hearing on Nov. 28.

According to the report, in seeking an extension of exclusivity
until April 11, 2012, the orchestra lauds itself for reaching
agreement with the musicians' union on a new labor contract.  The
motion didn't say when a plan would be filed.  The orchestra did
say it still needs a new lease for the Kimmel Center, where it
performs.

Mr. Rochelle notes that although the union came to agreement on
wages for musicians, the pension plan and the orchestra are in
disagreement over the prospect of ending the existing pension
plan.  The pension plan has been attempting to subpoena
information from donors about conditions, if any, attached to
their gifts.   The pension fund aims to prove that some of the
endowment fund may be used to pay Chapter 11 claims, such as
damages resulting from termination of the pension plan.

The dispute appears to be on the road to settlement.  There will
be a status conference on Nov. 16.  If settlement fails, the
dispute over information from donors will be on the bankruptcy
court's Nov. 28 calendar.

                About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series Inc. tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PRESIDENTAL REALTY: Delays Filing of Quarterly Report
-----------------------------------------------------
Presidential Realty Corporation notified the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report on Form 10-Q for the period ended Sept. 30, 2011.  On
Nov. 8, 2011, Presidential Realty entered into a strategic
transaction.  The Company was unable to incorporate disclosure of
the transaction and its effects into its Form 10-Q for the period
ended Sept. 30, 2011, without unreasonable effort or expense
before the due date for the Form 10-Q.

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of June 30,
2011, showed $8.1 million in total assets, $3.7 million in total
liabilities, and net assets of $4.4 million.


PRIME RESTAURANTS: Ontario Court OKs Dec. 12 Special Meeting
------------------------------------------------------------
Prime Restaurants Inc. disclosed that the Ontario Superior Court
of Justice has issued an interim order authorizing, among other
things, the holding of a special meeting of the holders of Class A
limited voting shares of PRI, at which Shareholders will be asked
to approve the previously-announced proposed arrangement under
Section 182 of the Business Corporations Act (Ontario) with Cara
Operations Limited.  The Company also announced that Cara has
irrevocably waived its financing condition in connection with the
Transaction, bringing to an end the "go shop" period contemplated
in the acquisition agreement between Cara and the Company dated
Oct. 17, 2011.  Shareholders should review the full text of the
Acquisition Agreement, which is available on SEDAR for all terms
and conditions of the Transaction.

The Meeting is scheduled to be held at the offices of Goodmans
LLP, 333 Bay Street, Suite 3400, Toronto, Ontario at 9:00 a.m.
(Toronto time) on Dec. 12, 2011.  The record date for determining
Shareholders eligible to vote at the Meeting is Nov. 4, 2011.  The
Company's information circular being prepared in connection with
the Meeting  will include a summary of the Acquisition Agreement
and additional details concerning the Transaction. The Company
expects to mail the Information Circular to beneficial
Shareholders on or about Nov. 21, 2011, at which time it will also
be available on SEDAR.

The Company's board of directors, based on the recommendation of a
special committee of independent directors, has unanimously
recommended that Shareholders vote in favour of the Transaction.

On Oct. 25, 2011, in connection with the Transaction, Prime
Restaurant Holdings Inc. converted its 942,686 Class B limited
voting shares and 407,333 Class C non-voting shares into an
aggregate of 1,350,019 Class A limited voting shares.  Following
such conversion, PRH holds approximately 30% of the outstanding
shares eligible to vote on the Transaction at the Meeting.  PRH
has entered into a merger support agreement with Cara pursuant to
which it has committed to vote its shares in favor of the
Transaction, subject to certain terms and conditions

                      About Prime Restaurants

Prime Restaurants Inc. franchises, owns and operates one of
Canada's leading networks of casual dining restaurants and pubs.
With such well-respected brands as East Side Mario's, Casey's,
Fionn MacCool's, D'Arcy McGee's, Paddy Flaherty's, Tir nan Og, and
Bier Markt, PRI has been delivering quality, value and a superior
guest experience for more than thirty years.  PRI's Class A
limited voting shares are listed on the Toronto Stock Exchange
under the symbol "EAT".


PURADYN FILTER: Incurs $497,000 Net Loss in Third Quarter
---------------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $497,084 on $554,960 of net sales
for the three months ended Sept. 30, 2011, compared with a net
loss of $132,023 on $1.10 million of net sales for the same period
a year ago.

Puradyn Filter reported a net loss of $1.57 million on
$3.10 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $2.07 million on $1.91 million of net
sales during the prior year.

The Company also reported a net loss of $1.27 million on
$1.93 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $837,312 on $2.54 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 million in total assets, $9 million in total liabilities
and, a $7.61 million total stockholders' deficit.

As reported in the TCR on April 13, 2011, Webb and Company, P.A.,
in Boynton Beach, Fla., expressed substantial doubt about
PuraDdn Filter Technologies' ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder.

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

                        http://is.gd/HxEU3a

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the puraDYN(R) Oil Filtration System.


QUANTUM FUEL: Files Form S-3; Registers 2.9 Million Common Shares
-----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission a Form S-3 registration
statement relating to the resale by Anson Investments Master Fund
LP, Cranshire Capital Master Fund, Ltd., Freestone Advantage
Partners II, LP, et al., of up to 2,973,485 shares of common
stock, consisting of (i) 1,858,434 shares of common stock issuable
upon conversion of 10% convertible notes issued in a private
placement transaction that was completed in two tranches on
Sept. 29, 2011, and Oct. 12, 2011, and (ii) 1,115,051 shares of
the Company's common stock issuable upon the exercise of warrants
issued in the Private Placement.  The Company is not selling any
shares of common stock in this offering and, therefore, will not
receive any proceeds from this offering.  The Company will bear
all of the expenses and fees incurred in registering the shares
offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Global Market
under the symbol "QTWW."  The last reported sale price of the
Company's common stock on Nov. 9, 2011, was $2.00 per share.  The
Company's convertible notes and warrants are not and will not be
listed for trading on any exchange.

The shares included in this prospectus may be sold by the selling
security holders from time to time, in the open market, in
privately negotiated transactions, in an underwritten offering, or
a combination of methods, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices.  The selling security holders may engage
brokers or dealers who may receive commissions or discounts from
the selling security holders.  Any broker-dealer acquiring the
common stock from the selling security holders may sell these
securities in normal market making activities, through other
brokers on a principal or agency basis, in negotiated
transactions, to its customers or through a combination of
methods.

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

                        http://is.gd/Eoi1Q8

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


R & J MOTORS: Says Cash Use Will Adequately Protect Firstbank
-------------------------------------------------------------
R & J Motors Corp. filed with the U.S. Bankruptcy Court for the
District of Puerto Rico its response to secured creditor Firstbank
de Puerto Rico's motion to prohibit use of cash collateral.

The Debtor relates that its response is in compliance to the
Court's order dated Oct. 14, 2011, where the Court stated that if
consent for the use of Firstbank's cash collateral was not
obtained, the Debtor was to propose adequate protection of
Firstbank's interest.

The Debtor disputes owing Firstbank approximately $23,327,155 plus
attorney's fees and charges.

The Debtor notes that the Debtor's inventory and the real property
do not diminish in value, are well maintained, and properly
insured and the taxes thereon are being paid.

As additional adequate protection to Firstbank, the Debtor will
surrender its entire motor vehicle inventory thereto for the
agreed to value of $4,716,000, thus providing Firstbank with the
indubitable equivalent of its interest in Debtor's property.

Firstbank, in its second motion, asked the Court for an order:

   i) prohibiting further use of the cash collateral, further
sales of vehicle without the Court's or Firstbank's permission
with the sole purpose to protect interests and its collateral;

  ii) providing security measures to adequately protect the units
which for part of the Bank's collateral; and

iii) require the Debtor to provide insurance for his business and
Firstbank's collateral.

The Bank related the Court denied its first motion to prohibit the
use of cash collateral, and its motion to reconsider the Oct. 6
order denying the reconsideration request.

On Oct. 11, 2011, the Debtor filed a motion requesting conversion
of the case to voluntary Chapter 11 petition and on the same date
the order for relief was granted in favor of the Debtor.

The Bank reiterated its wish to prohibit the Debtor's use of cash
collateral because:

   -- the Debtor's main business is not operating in full capacity
and has a profound security issues that puts creditor's collateral
at risk;

   -- the Debtor has allowed its insurance policy to expire and
has not acquired a new one providing for an even bigger risk for
the creditor; and

   -- the Bank has not given permission for the Debtor to use its
collateral.

                     About R & J Motors, Corp.

San Juan, Puerto Rico-based R & J Motors, Corp.'s main business is
a car dealership with several locations across the island.  The
Company operates the dealerships under the business name of Autos
del Caribe.  The Company has dealerships in Rio Piedras, Ave.,
Kennedy, Canovanas and Fajardo.

Angel R. Marzan Santiago, Impact Extermination, Inc., and Walter
Martinez filed an involuntary Chapter 11 protection for R & J
Motors, Corp. (Bankr. D. P.R. Case No. Case Number 11-07952) on
Sept. 18, 2011.  The petitioners are represented by Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices (E-mail: alex@fuentes-
law.com).


REAL MEX: Committee Hires Bankruptcy Professionals
--------------------------------------------------
BankruptcyData.com reports that Real Mex Restaurants' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court motions to retain:

   -- Kelley Drye & Warren (Contact: James S. Carr) as counsel
      at these hourly rates: partner at $480 to 850, counsel
      at 450 to 600, associate at 305 to 580 and paraprofessional
      at 100 to 275;

   -- Cole, Schotz, Meisel, Forman & Leonard (Contact: Patrick J.
      Reilley) as co-counsel at these hourly rates: member and
      special counsel at $340 to 775, associate at 210 to 425
      and paralegal at 160 to 245; and

   -- Duff & Phelps Securities (Contact: Brent C. Williams) as
      financial advisor for a monthly fee of $125,000 and a
      deferred restructuring fee of $500,000.

                          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.


REALOGY CORP: Bank Debt Trades at 11% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.13 cents-on-the-
dollar during the week ended Friday, Nov. 11, 2011, an increase of
2.58 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 134 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


RENASCENT INC: Combined Hearing on Plan & Disc. Statement Dec. 8
----------------------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana has preliminarily approved Renascent, Inc.'s
amended Disclosure Statement filed August 31, 2011, subject to
Bank of America's continuing objection and a hearing on final
approval.

The hearing on final approval of Debtor's Amended Disclosure
Statement, and the hearing on confirmation of the Debtor's Amended
Chapter 11 Plan, filed Aug. 31, 2011, will be held on Thursday,
Dec. 8, 2011, at 10:00 a.m.  The last day for filing and serving
written objections to final approval of the amended Disclosure
Statement and objections to confirmation of the Plan is set on
Friday, Dec. 2, 2011.

The Debtor's proposed plan contemplates a combination of:

   a. the development and sale of the Debtor's real estate (81 &
      83 Bell Crossing); and

   b. continuing claims against the State of Montana and Ravalli
      County, continuing claims in Adversary #11-00045 against
      Countrywide Home Loans, Inc.; BAC Home Loans Servicing LP
      fka. Countrywide Home Loans, Servicing, LP; Thornburg
      Mortgage Securities Trust 2007-3; Recontrust Company NA;
      Mortgage Electronic Registration System, Inc.

A copy of the Aug. 24, 2011 disclosure statement is available for
free at http://bankrupt.com/misc/renascent.dkt159.pdf

The Plan designates 5 Classes of Claims and Interests:

Class I - Administrative Expenses.  This class is unimpaired.
This Class will be paid within 30 days of approval of fees by the
Court.  There is currently approximately $37,950 owed to Binney
Law Firm; Markette & Chouinard $8,676.92; and Goetz Law Firm,
amount unknown.

Class II - Thornburg Mortgage Securities Trust/BAC Home Loan
Financing -- Disputed mortgage on residence located at 81 Bell
Crossing, Victor, Montana.  The Debtor instituted an adversary
proceeding to determine validity and extent of lien.  There will
be no payments until the Court determines whether a valid debt is
owed to this creditor, if so, whether the debt is secured against
the above referenced property.  In the even there is a final
determination in favor of this creditor, the amount of the debt
will be paid with 3% p.a. interest only payments with a balloon
payment at 5 years after confirmation of the Chapter 11 Plan.

Class III - Secured Claim of Farmers State Bank -- 1st mortgage on
83 Bell Crossing, Victor, Montana.  The fully secured claim of
Farmers State Bank in the amount of $507,000 will be paid with
contractual rate interest only monthly payments of $3,389.34
to begin 30 days after confirmation of the Chapter 11 Plan with
a balloon payment at 5 years after confirmation of the Chapter 11
Plan.

Class IV - Rebecca L. DeSilva (79% Fractional Interest)/Creative
Finance & Investments, LLC, PSP (21% Fractional Interest) -- 2nd
mortgage on 83 Bell Crossing, Victor, Montana.  The fully secured
claim in the amount of $150,871.06 will be paid 12.5% per annum
interest monthly payments of $1,989 to begin 30 days after
confirmation of the Chapter 11 plan with a balloon payment at
5 years after confirmation of a Chapter 11 Plan.

Class V - Unsecured Creditors.  The Debtors will pay unsecured
creditors whose claims are allowed plus accruing interest at 4%
per annum with 4 annual interest only payments commencing one year
after confirmation.  The remaining balance of all unsecured claims
and any accrued interest will be paid in full through a balloon
payment at 5 years after the confirmation of the Chapter 11 Plan.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., owned two large tracts of
property in Ravalli County, Montana when it filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.
This property was sold in two sales for $2.5 million on July 14,
2001.

In addition, there is a 170 acre parcel of land consisting of 2
tracts of contiguous land near Stevensville, Montana (83 Bell
Crossing and 81 Bell Crossing).

Jon R. Binney, Esq., who has an office in Missoula, Montana,
represents the Debtor.  David Markette, Esq., and Dustin
Chouinard, at Markette & Chouinard, serve as the Debtor's special
counsel.  There was no official committee appointed in the
Debtor's case.  The Company disclosed $13,131,199 in assets and
$7,278,420 in liabilities as of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


REVEL ENTERTAINMENT: Bank Debt Trades at 11% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 89.20 cents-on-the-dollar during the week ended Friday,
Nov. 11, 2011, an increase of 0.70 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 15, 2017, and carries Moody's B3 rating and
Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 134 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Revel Entertainment Group, LLC -- http://www.revelinac.com/-- is
a gaming and entertainment company that is developing a $2.4
billion beachfront casino entertainment resort project in Atlantic
City, which is expected to open in mid-2012.  The company was
founded in 2006 and is based in Atlantic City, N.J.


RIVER ISALND: Court Sets Dec. 13 Disclosure Statement Hearing
-------------------------------------------------------------
River Island Farms, Inc., has filed a disclosure statement in
support of its plan of reorganization with the U.S. Bankruptcy
Court for the Southern District of Florida.

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

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

The Bankruptcy Court has set a hearing for Dec. 13, 2011, at 1:30
p.m. to consider the "adequacy" of the disclosure statement filed
in support of the Debtor's Plan.  Objections to approval of the
disclosure statement must be filed no later than Dec. 6, 2011.

As reported in the TCR on Oct. 18, 2011, the Debtor filed on
Oct. 5, 2011, a plan of reorganization with the Bankruptcy Court
for the Southern District of Florida.

On the Effective Date of the Plan, all property of the Estate will
vest in the Reorganized Debtor.  The shareholder of the Debtor
(Sid Corrie, Jr.) will contribute that amount as is necessary to
fund the amounts due professionals and the initial payment to
creditors on confirmation of the case to the extent that the
Debtor does not have sufficient cash available for those payments.
The shareholder will further deposit with the Disbursing Agent the
funds as may be required from time to time to make payments as
required under the terms of the Plan of Reorganization to the
extent the Reorganized Debtor has insufficient funds to make any
payment.

The plan designates 6 Classes of Claims and Interests:

  I. General Unsecured Claims
II. Secured claim of Gibraltar Private Bank and Trust Company
III. Secured claim of Eurotrade Loans, Ltd.
IV. Unsecured claim of Corrie Development Corporation (CDC)
  V. Unsecured claim of Sid Corrie, Jr. (Corrie)
VI. Equity security holder of the common stock of the Debtor

General Unsecured Claims in Class I will receive payment in full.

The secured claim of Gibraltar will be paid in full on or before
one year from the Plan's Effective Date.  Partial payment
on account of Gibraltar's allowed claim will be made upon the sale
or refinance of any property of the Debtor or any other property
securing the indebtedness owed Gibraltar occurring prior to that
date.  In the event that the total amount of the allowed claim due
Gibraltar has not been satisfied on or before 365 days after the
Effective Date, then, and in that event, River Island will deed
its interest in any remaining property on which Gibraltar holds a
lien.

The Class III allowed claim of Eurotrade will be paid upon the
sale of the collateral securing the claim or twelve (12) months
after the Effective Date, whichever occurs first.

The Class IV claim of CDC and the Class V Claim of Sid Corrie,
Jr., will be subordinated to the claims in Class I, Class II and
Class III and no payment will be made on Class IV and V until
claims in Class 1, Class II and Class III have been paid in full.

The Class VI equity security holder will retain all equity
interest in the Debtor.

A copy of the Plan is available for free at:

  http://bankrupt.com/misc/riverisland.chapter11plan.doc109.pdf

                  About River Island Farms, Inc.

Fort Lauderdale, Florida-based River Island Farms, Inc., was
initially formed as a single asset entity that acquired an 80%
interest in 55 acres of developable property opposite Blackhawk in
Danville, California.

On June 30, 2004, the Company sold the 55 acre property to Shapell
Industries.  The sale was structured as an Internal Revenue Code
Section 1031 exchange.  Due to the requirements that River Island
purchase property within a specified time period in order to take
advantage of the IRS Code provision, River Island purchased
property in Ft. Lauderdale and Stuart, Florida consisting of 2328
Aqua Vista Blvd., Ft. Lauderdale, Florida; 2521 Mercedes Drive,
Ft. Lauderdale, Florida; 2001 SE St. Lucie Blvd., Stuart, Florida;
and 1735 SE St. Lucie Blvd., Stuart, Florida.  The Mercedes Drive
residence was sold in June 2011.  The other remaining properties
are being actively marketed.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 11-15410) on Feb. 28, 2011.  Martin L. Sandler,
Esq., at Sandler & Sandler, in Miami, Fla., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $23,974,222 in assets
and $14,467,808 in liabilities as of the Chapter 11 filing.

The bankruptcy case was commenced as a result of a pending
foreclosure sale regarding one of the properties owned by the
Debtor.


SAND SPRING: Files List of Equity Security Holders
--------------------------------------------------
Sand Spring Capital III, LLC, et al., have filed a list of equity
security holders.  A copy of the 13-page list is available for
free at http://bankrupt.com/misc/Sand_Spring_EquityList.pdf

Nine funds advised by Commonwealth Advisors Inc. of Baton Rouge,
Louisiana, sought Chapter 11 protection on Oct. 25, 2011 after
failing to work out a reorganization plan acceptable to all
investors.  Lead Debtor is Sand Spring Capital III, LLC (Bankr. D.
Del. Case No. 11-13393).

Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC serves as claims and notice agent.

The funds were formed from 2005 to 2007 under Walter Morales,
president and chief investment manager, and attracted 456
investors, according to filings in U.S. Bankruptcy Court in
Wilmington, Delaware. Last year, investors filed class-action
and derivative suits alleging mismanagement, misrepresentation,
and breach of fiduciary duty.

According to Bloomberg News, the U.S. Securities and Exchange
Commission initiated a formal investigation in July 2009. The
funds were unable or unwilling to satisfy investors' redemption
demands, which would have required liquidation of "their
holdings in an illiquid market and at depressed prices."

The funds, Commonwealth and Morales negotiated a prepackaged
Chapter 11 plan, which was accepted by all classes of creditors
except one. Because third-party contributions required unanimous
approval, the funds said they filed in Chapter 11 so they could
have "further discussions with their investors with the oversight
of this court."

An 11 U.S.C. Sec. 341(a) meeting of creditors of Sand Spring
Capital III, LLC, et al., will be held on Dec. 1, 2011 at 10:00 AM
at US District Court, 844 King St., Room 5209, Wilmington.


SEAT PAGINE: Lenders Agree in Principle to Restructuring Deal
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Italian
directories publisher Seat Pagine Gialle SpA said late Friday that
its lenders, including Royal Bank of Scotland Group PLC, have
agreed in principle with a plan to reorganize its debt, although
it added that there were differences over a dividend limit, among
other things.

As reported in the Troubled Company Reporter on Nov. 8, 2011, Ben
Bloomberg News said that Seat Pagine Gialle SpA urged stakeholders
to agree to a debt-for-equity swap before the end of the month.
Seat Pagine said in a stock exchange statement on Thursday that it
backs an offer by bondholders to write down some of their EUR1.3
billion (US$1.8 billion) of debt, Bloomberg related.  The proposal
would see shareholders led by Permira Advisers Ltd., CVC Capital
Partners Ltd., and Investitori Associati SpA cede 90% of the
company, Bloomberg noted.

                          About Seat Pagine

Seat Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is
divided into four divisions: Directories Italia, operating
through, Seat Pagine Gialle; Directories UK, through TDL
Infomedia Ltd. and its subsidiary Thomson Directories Ltd.;
Directory Assistance, through Telegate AG, Telegate Italia Srl,
11881 Nueva Informacion Telefonica SAU, Telegate 118 000 Sarl,
Telegate Media AG and Prontoseat Srl, and Other Activitites
division, through Consodata SpA, Cipi SpA, Europages SA, Wer
liefert was GmbH and Katalog Yayin ve Tanitim Hizmetleri AS.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 4,
2011, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Italy-based international publisher of
classified directories SEAT PagineGialle SpA to 'CC' from 'CCC+'.
S&P said that the outlook is negative.


SECURITY NATIONAL: Gets Interim Access to Cash, Dec. 6 Hearing Set
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
in a second interim order, Security National Properties Funding
III, LLC, et al., to use cash collateral of prepetition agents and
lenders.

The Debtors set a Dec. 6, 2011 final hearing at 9:00 a.m., on the
requested access to the cash collateral.  Objections, if any, are
due Nov. 24, at 4:00 p.m. (Eastern Time).

The parties with an alleged interest in the cash collateral are
Bank of America, N.A., in its capacity as administrative agent for
itself and other lenders under the prepetition credit agreement,
and Banc of America Securities LLC, as sole arranger and sole book
manager.

The Debtors would use the cash collateral to (i) maintain their
operations and provide funding to affiliates; (ii) pay certain
prepetition obligations; and (iii) pay disbursements.  The Debtors
are permitted a 15% variance, however, the cumulative variance for
all line times during the specified period will not exceed more
than $300,000.

As of the Petition Date, the aggregate outstanding unpaid
principal balance of the loan was in the approximate amount of
$160,000,000.  The obligations of the Debtors under the loan
documents are secured by, among other things, a first priority
lien in and to the properties, all of the rents, profits and
revenues derived therefrom and substantially all of the assets of
the Security National Properties Funding III, LLC, including but
not limited to its ownership interests in each of the other
Debtors.

The loan matured on Oct. 31, 2009, and has thereafter been in
default, both as a result of maturity and certain payment and
other defaults under the terms of the loan documents, including
all amendments.

As a result of the defaults, the loan was not eligible for
extension past the Original Maturity Date.  Notwithstanding the
fact that the Lenders had no obligation to do so, the lenders have
twice agreed to extend the maturity date of the Loan first from
the Original Maturity Date to Jan. 29, 2010, and then again from
Jan. 29, 2010, to Jan. 29, 2012, pursuant to the terms and
conditions of the Sixth Amendment and Seventh Amendment,
respectively, to the loan agreement.

As adequate protection from any diminution in value of their
respective interest in the cash collateral, the Debtors will grant
the lenders replacement liens in all postpetition rents generated
by the qualified properties with the same priority as the
administrative agent's prepetition liens in the cash collateral.

As additional adequate protection, the Debtors will pay any
accrued prepetition interest to the lenders at the non-default,
contract rate and will pay postpetition interest at a rate of 4.5%

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.


SECURITY NATIONAL: BofA Wants Motion to Critical Provider Denied
----------------------------------------------------------------
Bank of America, N.A., as administrative agent for the lenders,
asks the U.S. Bankruptcy Court for the District of Delaware to
deny, on a final basis, Security National Properties Funding III,
LLC, et al.'s motion for authority to pay "critical provider"
claims.

BofA relates that on Oct. 18, 2011, the Court granted interim
relief, and authorized the Debtors to pay up to $300,000 in
prepetition obligations to alleged critical vendors through
Nov. 8, 2011.  The Debtors estimated that the total outstanding
prepetition amount owed to the critical providers is $520,822.

According to the BofA, the Debtors recently advised that they
erred and failed to include interim critical provider payments in
the budget.  Additionally, the Debtors have already issued checks
for the interim critical vendor payments to the recipient vendors.
The Debtors continue to provide information regarding these
payments to the lenders and Alvarez and Marsal, the lenders'
financial advisors who is looking into the issue on the lenders'
behalf.

BofA notes that the Debtors' motion provides no information
regarding the identity of the critical providers, other than
perfunctory statements regarding the categories of some of the
services involved, including janitorial, security, fire alarm and
monitoring and elevator services.

Moreover, BofA adds that it appears that a significant number of
the critical providers are under contract with the Debtors to
provide the goods and services.  Thus, the relief requested in the
motion may be unnecessary because the so-called critical providers
are under a contractual obligation to continue performance under
their respective contracts.

The lenders reserve the right to join in or assert additional
objections to the motion, either at, or prior to any hearing on
the motion.

BofA is represented by:

         Mark D. Collins, Esq.
         Julie A. Finocchiaro, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         E-mail: collins@rlf.com
                 finocchiaro@rlf.com

                  = and -

         Lloyd A. Palans, Esq.
         Michelle McMahon, Esq.
         BRYAN CAVE LLP
         1290 Avenue of the Americas
         New York, NY 10104
         Tel: (212) 541-2000
         Fax: (212) 541-4630
         E-mails: lapalans@bryancave.com
                  michelle.mcmahon@bryancave.com

         Keith M. Aurzada, Esq.
         BRYAN CAVE LLP
         JP Morgan Chase Tower
         2200 Ross Avenue, Suite 3300
         Dallas, TX 75201
         Tel: (214) 721-8000
         Fax: (214) 721-8100
         E-mail: keith.aurzada@bryancave.com

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.


SEQUENOM INC: FMR LLC Discloses 4.7% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 4,707,388 shares of common stock of
Sequenom Inc. representing 4.746% of the shares outstanding.  As
previously reported by the TCR on July 14, 2011, FMR LLC disclosed
beneficial ownership of 14,848,645 shares or 14.9% equity stake.
A full-text copy of the amended Schedule 13G is available for free
at http://is.gd/kYfggw

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHERIDAN GROUP: Incurs $963,225 Net Loss in Third Quarter
---------------------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $963,225 on $67.01 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.20 million on $67.86 million of net sales for the same period
during the prior year.

The Sheridan Group, Inc., reported a net loss of $5.9 million on
$266.2 million of sales for 2010, compared with net income of
$8.2 million on $293.9 million of sales for 2009.

The Company also reported a net loss of $7.21 million on
$200.20 million of net sales for the nine months ended Sept. 30,
2011, compared with net income of $946,449 on $200.58 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $230.36
million in total assets, $199.45 million in total liabilities and
$30.91 million in total stockholders' equity.

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant amount of current debt maturing
within the next twelve months and will need to raise additional
capital in order to settle these obligations.

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

                        http://is.gd/GI7UPM

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."


SILVERSUN TECHNOLOGIES: Incurs $14,000 Third Quarter Net Loss
-------------------------------------------------------------
Silversun Technologies, Inc., formerly known as Trey Resources,
Inc., filed with the U.S. Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $14,141 on
$2.37 million of total net revenues for the three months ended
Sept. 30, 2011, compared with net income of $730,785 on $1.90
million of total net revenues for the same period during the prior
year.

The Company also reported net income of $2.80 million on $7.82
million of total net revenues for the nine months ended Sept. 30,
2011, compared with net income of $343,359 on $5.52 million of
total net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.11
million in total assets, $2.89 million in total liabilities, all
current, and a $783,533 total stockholders' deficit.

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

                        http://is.gd/kohkyN

                          About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SMART-TEK SOLUTIONS: Delays Filing of Quarterly Report
------------------------------------------------------
Smart-Tek Solutions Inc. notified the U.S. Securities and Exchange
Commission that it will be late in filing its Quarterly Report on
Form 10Q for the period ended Sept. 30, 2011.  The review of the
financials by the outside auditors will be completed on or about
Nov. 16, 2011.

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company's balance sheet at June 30, 2011, showed $4.44 million
in total assets, $3.46 million in total liabilities, all current,
and $983,163 in total stockholders' equity.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


SPANISH BROADCASTING: Posts $8.7 Million Third Quarter Net Income
-----------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $8.79 million on $36.41 million of net
revenue for the three months ended Sept. 30, 2011, compared with
net income of $3.07 million on $34.55 million of net revenue for
the same period a year ago.

The Company also reported net income of $17.54 million on $102.81
million of net revenue for the nine months ended Sept. 30, 2011,
compared with net income of $11.68 million on $101.23 million of
net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $495.67
million in total assets, $441.65 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $38.33 million total stockholders' deficit.

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

                        http://is.gd/5uhBNJ

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SP NEWSPRINT: Files Chapter 11 to Maximize Going Concern Value
--------------------------------------------------------------
SP Newsprint Holdings LLC and its subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware.  The Company intends to use the
bankruptcy process to explore options to continue its business as
a going concern.

"As a result of weak economic conditions coupled with record
prices for key raw materials the Company's profit margins have
been reduced to levels that are not able to support servicing of
current outstanding debt.  Therefore, the Company is seeking court
protection to maximize going concern value in an orderly manner,"
said Ed Sherrick, Chief Financial Officer.

The Company is in the process of negotiating debtor-in-possession
(DIP) financing with certain of its lenders and agreed upon use of
cash collateral in the interim, which is expected to provide
liquidity during the restructuring process.  In connection with
today's filings, the Company is requesting customary relief to
support its customers and employees as the Company explores its
options.

SP Newsprint is seeking to retain Cahill Gordon & Reindel LLP and
Richards, Layton & Finger as legal counsel.

Information about the SP Newsprint restructuring is available at
the Company's restructuring Web site,
http://www.gcginc.com/cases/snpor via the Company's restructuring
information line at 1-888-290-4881      .

                       About SP Newsprint

SP Newsprint Co., a Georgia company and the main operating
company, is one of the largest producers of newsprint in North
America.  SP Recycling Corporation, a Georgia corporation and the
Debtors' other operating company, was established in 1980 as a
means for SP to secure a ready supply of recycled fiber, a key raw
material for its newsprint.


SPECTRAWATT INC: Files Creditor Payout Plan in Wake of Auction
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that after auctioning the
machinery inside the New York factory that used to make solar
panel parts, SpectraWatt Inc. filed a creditor payout plan that
would spread roughly $5 million in sale money among its
noteholders, owed about $41 million, and unsecured creditors.

As reported in the Troubled Company Reporter on Nov. 7, 2011, The
Hon. Cecelia G. Morris U.S. Bankruptcy Court for the Southern
District Of New York authorized Spectrawatt, Inc., to sell
substantially all of its assets to Canadian Solar, Inc.

In an auction held Sept. 28, 2011, Canadian Solar, Inc., acquired
all capital equipment of SpectraWatt, Inc. for $4.945 million.

The Series A-1 Noteholders have agreed to allow the sale of the
Purchased Assets upon the agreement of the Debtor to pay to the
Series A-1 Noteholder Agent the proceeds of the sale of the
Purchased Assets, less these costs, expenses and holdbacks.

                       About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


SPECTRAWATT INC: Court Approves Brad Walker as CRO and CEO
----------------------------------------------------------
SpectraWatt Inc. obtained authority from the Honorable Cecelia G.
Morris to employ Brad Walker as its chief restructuring officer
and chief executive officer.

The Debtor is also authorized to retain Mr. Walker's associate,
Daniel Warsowick to assist Mr. Walker in discharging his duties.
Mr. Warsowick will assist Mr. Walker with various financial
matters arising in the administration of the case and, in
particular, will assist in preparing schedules, statements, and
monthly operating reports

Mr. Walker will be compensated and reimbursed for any related
expenses in accordance with the engagement agreement between the
parties.  Mr. Walker will first draw down his $35,000 retainer in
full before being paid any further sums by the Debtor.

                       About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


SPECTRAWATT INC: Seeks to Hire McCabe & Mack as Local Counsel
--------------------------------------------------------------
SpectraWatt, Inc. seeks to employ McCabe & Mack LLP as local
counsel to assist in its duties as debtor-in-possession and to
assist its primary counsel, King & Spalding LLP, nunc pro tunc to
July 28, 2011.

The Debtor believes that the employment of McCabe & Mack will aid
in reducing the amount of administrative expenses to be incurred
in its bankruptcy case.  The Debtor also believes that the Firm
does not hold or represent an interest adverse to the bankruptcy
estate and that it is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code.

                       About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


STELLAR GT: Winning Bid to Be Presented at Nov. 18 Plan Hearing
---------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland has approved the revision of auction procedures.

The revised auction Procedures provide for submission of final
sealed bids by 2:00 p.m. Eastern Time on Nov. 14, 2011, except
that Lender's final bid must be submitted by Nov. 13, 2011.  Until
the Definitive Bid Deadline, the Broker will engage in
negotiations and discussions with (a) potential bidders who have
not previously bid, and (b) qualified bidders from the first round
of sealed bids, with the objective of obtaining higher and better
offers by the Definitive Bid Deadline.

The Revised Auction Procedures contemplate that by 5:00 p.m. on
Nov. 17, 2011, the qualified bidder with the highest cash bid that
exceeds Lender's highest credit bid will be declared the
successful bidder, and its bid will be presented to the Court for
approval at the confirmation hearing scheduled for Nov. 18, 2011.
The Revised Bidding Procedures also contemplate selection of a
backup bidder.

As reported in the Troubled Company Reporter on Sept. 14, 2011,
the Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland authorized Stellar GT TIC LLC, and VFF TIC LLC, to
sell all or substantially all of the Debtors' assets.

The Debtors intended to sell a certain 891-unit multi-family high
rise property (consisting of two 14-story apartment buildings)
located at 8750 Georgia Avenue in Silver Spring, Maryland, and
commonly known as The Georgian, which is subject to liens held by
Wells Fargo Bank, N.A., as trustee for the registered holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-
C9, Commercial Mortgage Pass-Through Certificates, U.S. Bank
National Association, as trustee, as successor in interest to Bank
of America, National Association, as trustee, as successor in
interest to Wells Fargo Bank, N.A., as trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, all acting by and through Helios AMC, LLC,
in its capacity as Special Servicer.

The auction of the project will be conducted by the broker at:

         CB RICHARD ELLIS INC.
         Attn: William S. Roohan
         250 West Pratt Street
         Baltimore, MD 21201
         Tel: (410) 244-7100
         Fax: (410) 244-3107
         E-mail: bill.roohan@cbre.com

The Lender is represented by:

         KILPATRICK TOWNSEND & STOCKTON LLP
         Mark D. Taylor, Esq.
         Suite 900, 607 14th Street, NW
         Washington, DC 20005-2018
         Tel: (202) 508-5800
         Fax: (202) 508-5858

                   - and -

         ZEICHNER ELLMAN & KRAUSE LLP
         Stephen F. Ellman, Esq.
         Jantra Van Roy, Esq.
         575 Lexington Avenue
         New York, NY 10022
         Tel: (212) 826-5353
         Fax: (212) 753-0396
         E-mail: sellman@zeklaw.com
                 jvanroy@zeklaw.com

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian
apartments located at 8750 Georgia Avenue in Silver Spring,
Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Wendelin I. Lipp oversees the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., at Ballard
Spahr LLP, serves as the Debtors' counsel.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The proposed plan is premised on either (1) a sale of
the project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
has been hired to conduct the sale.

The auction rules provide that a first-round sealed bid would be
required to be submitted by Aug. 24, 2011.  The broker would then
have until Sept. 5 to negotiate with the first-round bidders.
Second- round sealed bids would be due Sept. 5.  The highest
second-round bid would be identified by Sept. 12.  The highest bid
would be submitted for approval at the confirmation hearing in
October.

Wells Fargo, the holder of a $207.6 million secured debt, can bid
at the auction.  The Lender is represented by Mark Taylor, Esq.,
at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq.,
at Zeichner Ellman & Krause LLP.

The U.S. Trustee for Region 4 notified the Court that he has not
appointed an unsecured creditors' committee in the Chapter 11
cases of Stellar GT TIC LLC and VFF TIC LLC.


SUFFOLK BANCORP: Intends to Appeal Notice of NASDAQ Delisting
-------------------------------------------------------------
Suffolk Bancorp  disclosed that as expected, on Nov. 8, 2011, it
received a Delisting Determination letter from NASDAQ for failing
to timely file its Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2011 and June 30, 2011 with the Securities and
Exchange Commission in violation of Listing Rule 5250(c)(1).
NASDAQ had previously granted Suffolk an exception until Nov. 7,
2011 to regain compliance with the Rule but Suffolk failed to file
the Periodic Reports prior to that deadline.

Suffolk intends to appeal this determination to a NASDAQ hearings
panel by Nov. 15, 2011, which is the deadline for an appeal, and
to request a stay of any delisting of Suffolk common stock until
the hearing takes place and a decision is issued.  The filing of
the appeal will automatically stay a delisting until 15 calendar
days after the date of the hearing request.

Suffolk continues to work to file its Periodic Reports, as well as
its Quarterly Report on Form 10-Q for the quarter ended Sept. 30,
2011. Suffolk is also working to file amended filings with respect
to the periods ended Sept. 30, 2010, and Dec. 31, 2010, as
previously announced on Aug. 10, 2011.

Suffolk Bancorp is a one-bank holding company engaged in the
commercial banking business through the Suffolk County National
Bank, a full service commercial bank headquartered in Riverhead,
New York.  "SCNB" is Suffolk Bancorp's wholly owned subsidiary.
Organized in 1890, the Suffolk County National Bank has 30 offices
in Suffolk County, New York.


SUNVALLEY SOLAR: Delays Filing of Quarterly Report on Form 10-Q
---------------------------------------------------------------
SunValley Solar, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2011.  The Company was
unable to compile the necessary financial information required to
prepare a complete filing.  Thus, the Company would be unable to
file the periodic report in a timely manner without unreasonable
effort or expense.  The Company expects to file within the
extension period.

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at June 30, 2011, showed $3.88 million
in total assets, $3.84 million in total liabilities and $36,619
total stockholders' equity.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUSTAINABLE ENVIRONMENTAL: Amends Form S-8 Registration Statement
-----------------------------------------------------------------
Sustainable Environmental Technologies Corporation filed with the
U.S. Securities and Exchange Commission a Post-Effective Amendment
No. 1 to Form S-8 registration statement registering 20,000,000
shares of the Company's common stock, $0.001 par value per share,
issuable under the Company's 2010 Incentive and Nonstatutory Stock
Option Plan.

This Amendment corrects that of the 20,000,000 shares of Common
Stock issuable pursuant to the Equity Plan registered on Form S-8,
2,125,000 shares of Common Stock were previously issued pursuant
to the 2010 Plan to certain Company employees, directors and
consultants.

Therefore this Amendment contains two parts.  The first part
contains a resale prospectus prepared in accordance with the
requirements of General Instruction C to Form S-8 that covers
resales of "restricted securities" and "control securities".  This
resale prospectus relates to the 2,125,000 previously issued
shares of Common Stock pursuant to the 2010 Plan.  The second part
of this Registration Statement contains Information Required in
the Registration Statement pursuant to Part II of Form S-8.

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

                  About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

The Company's balance sheet at June 30, 2011, showed $3.39 million
in total assets, $3.50 million in total liabilities and a $101,562
total stockholders' deficit.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.


SW BOSTON: Wins Plan Confirmation Over Prudential's Challenge
-------------------------------------------------------------
SW Boston Hotel Venture LLC and its affiliated debtors won
confirmation of their Modified First Amended Joint Plan of
Reorganization over the objection of Prudential Insurance Company
of America.

Prudential is the only creditor and class which voted against the
Plan.  All other classes of creditors accepted or are deemed to
have accepted the Plan.  The City of Boston cast its own vote in
favor of the Plan.

Prudential submitted a ballot rejecting the Plan on behalf of the
City of Boston.  Prudential is seeking to strike the City's vote
and cast its own vote against the Plan on behalf of the City
pursuant to an Intercreditor and Subordination Agreement.  The
Intercreditor Agreement between the City as Junior Lender and
Prudential as Senior Lender is dated January 2009 and was executed
in connection with the City's $10 million loan to SW to assist it
in completing construction of the project.  Prudential contends
that the City agreed to assign its voting rights to Prudential
based upon Section 8(c) of the Intercreditor Agreement.

The Plan provides for payment in full of all allowed claims held
by non-insiders from the income generated by the Debtors'
operations and the sale of the Debtors' assets.  The Debtors
propose to sell the condominiums in the ordinary course of SW's
business and the proceeds of the sales of the condominiums, and
the assets and income of the affiliated Debtors will be used as
necessary to pay allowed claims in full with interest.

Under the Plan, Prudential is allowed a $180,803,187.86 claim in
Class 2.  The claim will be paid in full prior to March 31, 2014
with post-confirmation interest at a rate of 4.25%, or such other
rate as determined by the Court.  Prudential will retain its
prepetition liens on the Debtors' property and it will be paid
from condo sales.  Prudential also will receive, on a monthly
basis, the aggregate of the Debtors' cash in excess of working
capital amounts.  The Plan provides for Prudential to receive
additional treatment as the Court determines is necessary to
provide Prudential with the indubitable equivalent of the allowed
claim.

The City of Boston will be paid in full under the Plan including
interest at the contract rate of 8%.  The City is allowed a
secured claim for $10,704,247.  The City will only be paid
interest on account of its secured claim pending payment in full
of Prudential's claim.  The City will retain its liens on the
Debtors' property.

Prudential asserts a laundry-list of objections to the Plan,
including that it does not provide a fair and equitable treatment
of Prudential's secured claim in violation of 11 U.S.C. Sec.
1129(b)(2) because it does not provide fair and equitable
treatment of its claim due to the inadequate rate of interest to
be paid to it on its restructured obligation.

Prudential also maintains that the Plan is premised on the
improper substantive consolidation of the Debtors which it asserts
prejudices it, and violates the absolute priority rule which
requires that, absent full satisfaction of a creditor's allowed
claim, no member of a class junior in priority to the class of
that creditor, may receive any distributions on account of their
claim or interest.

Prudential also argues that the Debtors' Plan is not feasible as
it is based on projections that exceed historical performance and,
accordingly, does not satisfy the requirement of 11 U.S.C. Sec.
1129(a)(11).  Prudential also asserts that the Plan does not pay
to creditors at least the amount they would receive in a Chapter 7
case and, thus, does not satisfy the "best interests of creditors"
test set forth in 11 U.S.C. Sec. 1129(a)(7).

The City opposes Prudential's exercise of its voting rights with
respect to the Plan.  It cast its own vote to accept the Plan and
maintains that its vote in favor of the Plan is determinative of
Class 3's acceptance, not Prudential's surrogate vote.  The City
argues that the purported assignment of voting rights in the
Intercreditor Agreement is unenforceable as parties cannot
contractually annul provisions of the Bankruptcy Code.

The Debtors requested that the Plan be confirmed over the
objection of Prudential.  They point out that the Plan has been
accepted by all creditors other than Prudential and it satisfies
the requirements of 11 U.S.C. Sec. 1129 for a "cramdown," that is
confirmation over the objection of the sole dissenting class,
Prudential.  The Debtors emphasize that the Plan provides for
payment in full of all allowed, non-insider claims, plus post-
confirmation interest, which amounts are to be paid from the
Debtors' income from operations and sales of assets.  The Debtors
maintain that the treatment of its largest secured creditors,
Prudential and the City, satisfy 11 U.S.C. Sec. 1129(b) because
they are retaining their liens and receiving deferred cash
payments which total their allowed claims and have a present value
equal to their claims or the indubitable equivalent of their
claims.  They add that the Plan can be confirmed over the
objection of either creditor, under the so-called "cramdown"
method because the Plan complies with that subsection's
requirements for treatment of the claim: either deferred cash
payments with retention of liens until the claims are paid in full
with interest, fair and equitable treatment, or the indubitable
equivalent of the claim.

The Debtors also argue that they have provided for the appropriate
treatment of the City's claim as the Plan does not alter the debt
service payments or the maturity date of the City's loan set forth
in the loan documents and provides for payment by December 9,
2019.  They state that principal and interest payments to the City
as provided in the City loan documents will only begin after the
Prudential claim has been paid in full, although the City will
receive accrued interest and receive interest payments from the $4
million of cash collateral in the City Account subject to its
lien.  The Debtors also agree with the position of the City with
respect to its voting rights, and request that the Court determine
that the purported assignment of the City's voting rights is
unenforceable and that Prudential is not entitled to vote the
City's claim.

As to the treatment of Prudential's claim, the Debtors submit that
because Prudential's allowed claim will be paid in full by March
31, 2014 with post-confirmation interest at the rate of 4.25% per
year, which sums will be payable from sales in the ordinary course
of business of the condominium units that constitute Prudential's
collateral, all of which reasonably protect Prudential's interest
as mortgagee, the Plan provides for a proper treatment of
Prudential's claim under all of the subsections of 11 U.S.C. Sec.
1129(b)(2).  The Debtors argue that 4.25% is an appropriate and
adequate rate of post-confirmation interest.  They point to
evidence they presented through credible expert opinions that
there is no efficient market for comparable loans and that the
amount of interest was formulated using the guidelines established
by the Supreme Court in Till v. SCS Credit Corp., 541 U.S. 465
(2004).  The Debtors criticize the opinion of Prudential's expert
as being based on a number of erroneous assumptions.  In
particular, they point to the testimony that there is an efficient
market for a loan with similar characteristics to Prudential's
loan, the use of an inaccurate loan to value ratio, and the
failure to recognize that the Plan is feasible.

The Debtors maintain that the substantial and persuasive evidence
they presented in support of the Plan establish that the Plan is
feasible. They argue that their projections for the sale of
condominiums over a three year period are reasonable and are
supported by the record of sales during the pendency of their
cases.

In her Nov. 14, 2011 Memorandum, Bankruptcy Judge Joan N. Feeney
held that the Plan satisfies the applicable confirmation
requirements including those contested by the sole objecting
party, Prudential.  The Court also held that the assignment of
voting rights by the City to Prudential is not enforceable, the
City's vote accepting the Plan was valid, and Prudential cannot be
permitted to reject the Plan on behalf of the City.  Moreover,
because three other impaired classes voted to accept the Plan, the
voting dispute between Prudential and the City is irrelevant.

The Court also ruled that Prudential's argument that the City is
receiving amounts contrary to the Intercreditor Agreement is
without merit.  As the City correctly points out, its interest in
the City Account with a balance of approximately $4 million is not
subject to Prudential's liens, and it is only receiving interest
payments from that account until Prudential is paid in full.

The Court said the Debtors' proposed treatment of Prudential's
allowed secured claim over its objection meets the requirements
for a cramdown under 11 U.S.C. Sec. 1129(b)(2)(A). Prudential will
retain its lien and receive payments with interest at an
appropriate rate from the sale of the condominiums, a lien it will
retain until its claim its allowed secured claim is paid in full.
The Debtors intend to satisfy Prudential's lien in a relatively
short period of time, rapidly amortizing the loan no later than
March 31, 2014. The Debtors' treatment of Prudential's secured
claim is fair and equitable and does not unfairly discriminate.
Moreover, the Plan provides Prudential with the indubitable
equivalent of its claim and the treatment complies with the
requirements of 11 U.S.C. Sec. 1129(b)(2)(A)(i) and (iii).

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on
April 28, 2010.  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.

The debtor-affiliates are Auto Sales & Service, Inc., General
Trading Company, Frank Sawyer Corporation, 100 Stuart Street, LLC,
30-32 Oliver Street Corporation, General Land Corporation, and 131
Arlington Street Trust.

Prudential is represented in the case by:

         Gina L. Martin, Esq.
         GOODWIN PROCTER LLP
         Exchange Place
         53 State Street
         Boston, MA 02109
         Tel: (617) 570-1000
         Fax: (617) 523-1231
         E-mail: gmartin@goodwinprocter.com

              - and -

         Emanuel C. Grillo, Esq.
         GOODWIN PROCTER LLP
         The New York Times Building
         620 Eighth Avenue
         New York, NY 10018
         Tel: (212) 813-8800
         Fax: (212) 355-3333


TALON INTERNATIONAL: Incurs $126,000 Third Quarter Net Loss
-----------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $126,020 on $9.40 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.24 million on $9.27 million of net sales for the same period
during the prior year.

The Company reported a net loss of $1.46 million on $41.46 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $2.69 million on $38.67 million of net sales during the
prior year.

The Company also reported net income of $129,377 on $31.38 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.44 million on $32.48 million of net sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $15.37
million in total assets, $9.41 million in total liabilities,
$19.89 million in Series B Convertible Preferred Stock, and a
$13.93 million total stockholders' deficit.

"Our sales performance for the quarter and year-to-date reflect a
mixture of important strategic wins, overshadowed by competitive
and economic challenges," noted Lonnie Schnell, Talon's CEO.
"During 2011 we have seen solid growth in sales from our Trim
Products, and we have added more than a dozen new customers to our
approved zipper nominations representing in excess of 10% of our
zipper sales year-to-date.  Our year-to-date zipper sales to mass
merchandise retailers however have declined by over $3.0 million
from the same period in 2010 as a consequence of increased
competition from newly approved low-cost Asian manufacturers."

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

                        http://is.gd/49QESB

                      About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.


TELEFLEX INC: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Teleflex
to stable from positive, reflecting insufficient improvement in
financial metrics over the past year to warrant an upgrade at this
time. "We are affirming our 'BB' corporate credit rating," S&P
said.

"Margin improvement resulting from volume growth and favorable
pricing actions has been offset by pricing erosion in certain
geographies, as well as higher manufacturing and commodity costs,"
said Standard & Poor's rating analyst Cheryl Richer. "As a result,
EBITDA margins are slightly below our expectations. In addition,
the level of debt has increased modestly over the past year, and
profitability of divested industrial businesses was slightly
higher than that of the medical business. As a result, adjusted
debt to annualized EBITDA from the continuing health care
businesses of about 3.5x and funds from operations (FFO) to debt
of about 23% have not reached levels expected one year ago; we
expected ratios of under 3x and over 25%, respectively. However,
given a sizeable cash balance, future debt repayment, or cash-
financed acquisitions that bolster EBITDA, could accelerate
financial strengthening."

"The ratings on medical device developer and manufacturer Teleflex
Inc. reflect our expectation that revenues will grow at an annual
rate in the low- to mid-single digits as a result of growth in
medical procedures, market share gains, and price increases. We
expect margins to increase by about 100 basis points annually over
the next few years as a result of these factors, as well as
efforts to improve manufacturing efficiencies. Still, a
significant financial risk profile reflects debt leverage of 3.4x
(annualized third quarter of 2011) and FFO to debt below 25%,
although liquidity is strong.  The company's fair business risk
profile reflects some concentration in anti-infective, catheter-
based technologies as well as competitive threats. Despite
Teleflex's brand recognition, broad customer base, and long-term
customer relationships, its medical products compete with those of
significantly larger industry participants such as Ethicon (a
division of Johnson & Johnson), Smith & Nephew, Bard (C.R.) Inc.,
and CareFusion Corp.," S&P said.


TRADE UNION: Court Approves Settlement with Bank Group Lenders
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted the motion of Trade Union International, Inc. and Duck
House, Inc., approving (i) a Settlement and compromise of Disputes
with the Bank Group Lenders and (ii) Ancillary Loan Modification
Documents.

The parties to the Settlement Agreement are the Debtors, Wen Pin
Chang, an individual, Mei Lien Chang, an individual, and Wen Pin
Chang And Mei Lien Chang as Trustees of the Chang Revocable Trust
u/t/a Sept. 20, 1996, on the one hand, and Cathay Bank, a
California banking corporation, as agent for itself and Chinatrust
Capital Corporation, successor in interest to ChinaTrust Bank
U.S.A. as a lender, and Cathay as L/C Issuer.

Upon review of the Settlement and taking into consideration the
probability of success in litigation involving the claims
associated with the Settlement; the complexity; the expense; and
the inconvenience and delay necessarily attending that litigation,
the Court finds that the Settlement is fair and equitable and is
in the best interests of the bankruptcy estates and their
creditors.

The Debtors' settlement with and release of the Lenders under the
terms and conditions set forth in the Loan Modification Agreement,
as modified and amended at the hearing on the Motion and as
evidenced by Settlement Agreement and ancillary loan modification
documents identified in the Notice, is approved on a final basis.

The Debtors are authorized to immediately enter into the Loan
Modification Agreement with the Lenders, which provides for, among
other things, a new revolving line of credit capped at
$5,000,000, with the initial advance to be determined at the time
of closing, and four term loans: Term A in the principal amount of
$1,370,000; Term B in the amount of $1,620,000; Term C in
the amount of $5,500,000; and Term D in the face amount of
$400,000.

The Debtors are also authorized to assign, grant and convey to
the Bank Group liens in favor of the Bank Group against the
Debtors' assets that are identified to serve as collateral for the
Bank Group in accordance with the terms of Settlement Agreement,
the Loan Modification Agreement, and the ancillary loan
modification documents, no matter of what or where the collateral
is located.

The Bank Group Lenders are entitled to all of the protections of a
postpetition lender pursuant to the provisions of Section 364(e)
of the Bankruptcy Code and the Order, and the liens and
protections of the Settlement and the Financing will be binding
and protect the Bank Group Lenders even if the Order is reversed
or modified on appeal.

In a separate filing, the Court also approved a stipulation among
the Debtors, Cathay Bank, and the Official Committee of Unsecured
Creditors with respect to the Tenth Modification, which contains a
definition of "Effective Date" and a condition precedent to the
effectives of the agreement.  The Tenth Modification agreement is
so modified.

                        About Trade Union

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection on
January 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071).  In its
schedules, the Debtor disclosed $11,350,971 in assets and
$19,826,869 in liabilities.

Affiliate Duck House, Inc., a California corporation, filed
a separate Chapter 11 petition (Bankr. C.D. Calif. Case No.
11-13072)on Jan. 27, 2011.  Duck House, Inc., specializes in
designing products for sports enthusiasts.

Trade Union and Duck House are each owned one-half by Wen Pin
Chang and one-half by Mei Lien Chang.

The Debtors sought bankruptcy protection after the bank cut off
access to the bank account and said sought appointment of a
receiver.

James C. Bastian, Jr., Esq. -- jbastian@shbllp.com -- at Shulman
Hodges & Bastian LLP, in Irvine, Calif., serves as the Debtor's
bankruptcy counsel.

Robert E. Opera, Esq., and Richard H. Golubow, Esq.
-- ropera@winthropcouchot.com and rgolubow@winthropcouchot.com --
at Winthrop Couchot PC, in Newport Beach, Calif., serve as the
general insolvency counsel of the Official Committee of Unsecured
Creditors.

As reported in the TCR on Sept. 29, 2011, Trade Union
International Inc. won confirmation of a reorganization plan where
the owners maintain control in return for a contribution of about
$500,000.  The secured bank debt of some $11.5 million was rolled
over into a new secured obligation.  Unaffiliated unsecured
creditors with claims of about $900,000 will be paid $750,000 in
installments through 2016.  The owners in effect subordinated
unsecured claims of some $9 million.


TRANSATLANTIC PETROLEUM: Posts $328,000 Net Loss in 3rd Qtr.
------------------------------------------------------------
TransAtlantic Petroleum Ltd. filed its quarterly report on Form
10-Q, reporting a net loss of $328,000 on $32.0 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $11.8 million on $18.7 million of revenues for the
same period of 2010.

For the nine months ended June 30, 2011, the Company had a net
loss of $41.3 million on $92.7 million of revenues, compared with
a net loss of $39.5 million on $45.9 million of revenues for the
same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$512.0 million in total assets, $264.1 million in total
liabilities, and stockholders' equity of $247.9 million.

As reported in the TCR on April 27, 2011, KPMG LLP, in Calgary,
Canada, expressed substantial doubt about TransAtlantic
Petroleum's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a
working capital deficiency and significant commitments.

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

                       http://is.gd/ve3woZ

Istanbul, Turkey-based TransAtlantic Petroleum Ltd. (TSX:
TNP)(NYSE-AMEX: TAT) -- http://www.transatlanticpetroleum.com/--
is a vertically integrated, international energy company engaged
in the acquisition, development, exploration, and production of
crude oil and natural gas.  The Company holds interests in
developed and undeveloped oil and gas properties in Turkey,
Morocco, Bulgaria and Romania.  The Company owns its own drilling
rigs and oilfield service equipment, which it uses to develop its
properties in Turkey.  In addition, the Company's drilling
services business provides oilfield services and drilling services
to third parties in Turkey and Iraq.


TRANSWEST RESORT: Court Sets Nov. 28 Plan Confirmation Hearing
--------------------------------------------------------------
Transwest Resort Properties, Inc., et al., have filed a disclosure
statement in support of their second amended and restated Joint
Plan of Reorganization, filed Oct. 4, 2011.

The Court will hold hearings on the confirmation of the Plan on
Monday, Nov. 28, 2011, at 10:00 a.m.  The Court has tentatively
set aside Dec. 1, 2, 5, 6, and 9, 2011, as continued confirmation
hearing dates.

The Plan contemplates a comprehensive restructuring of the
Debtors' capital structure by re-sizing and modifying the Mortgage
Loan secured by the Resorts and the immediate investment of
$30.0 million of new capital in the Debtors to facilitate the Plan
and a multi-year property improvements plan that will devote over
approximately $33 million to refurbishing the Resort.

A newly formed holding company ("Newco") that will be fully
capitalized by Southwest Value Partners Fund XV, L.P. ("SWVP"), an
affiliate of Southwest Value Partners, will put up the $30 million
in new capital.

The capital infusion in the Reorganized Debtors (i.e., the
Operating Debtors as reorganized under the Plan), together with
the cash held by the Debtors on the Effective Date and additional
funds that they expect to receive in connection with negotiating
new management agreements for the Resorts, will be used to fund
not less than $14.5 million in improvements to the Resorts,
establish reserve accounts and make certain payments under the
Plan, including distributions to unsecured creditors that would
not be available in a liquidation of the Debtors.

Following the Effective Date, the Reorganized Debtors will
continue to own the Resorts.  The Reorganized Debtors will use the
income and proceeds derived from operation of the Resorts to fund
the obligations under the Plan.  Importantly, the Reorganized
Debtors will reserve 6% of gross operating revenue expressly for
purposes of making capital improvements.

The Plan classifies the various Claims and Equity Interests into
ten (10) Classes:

Class 1  - Senior Lender Secured Claims
Class 2  - EZ Trader Secured Claim
Class 3  - GE Capital Secured Claim
Class 4  - Convenience Unsecured Claims
Class 5  - Unsecured Trade Creditor Claims
Class 6  - General Unsecured Claims Impaired
Class 7  - Mezzanine Lender Claims Impaired
Class 8  - Subordinated Penalty Claims
Class 9  - TRP Creditor Claims
Class 10 - Equity Interests And Subject Insider Claims

Classes 1 through 7 are all impaired and thus entitled to vote.

The Class 1 Senior Lender Secured Claims will be restructured in a
manner that, based on the current and projected future performance
of the Resorts, will allow the Senior Lender to receive a
significant recovery of its Allowed Secured Claim.

Specifically, the Holder of the Class 1 Senior Lender Claims will
receive interest only months payments for 36 consecutive months.
Beginning on the first day of the 37th calendar month and
continuing for 82 consecutive months thereafter, the Reorganized
Debtors will make payments of principal and interest calculated on
a 30-year amortization.  The Replacements Notes will each be fully
due and payable 120 months after the date the first payment is
due.

The Secured Claims of EZ Trader LLC and GE Capital/GE Capital
Solutions will also be restructured in a manner that will allow
them to receive a full recovery on account of their Allowed
Secured Claims.

Each Holder of an Allowed Class 5A claim against Transwest Tucson
Property L.L.C. will receive 40% of his Class 5A Claim in 4 equal
annual installments payable on the first Business Day of March
beginning in 2012.  No interest will be paid on any Class 5A
Unsecured Trade Creditor Claims.

Each Holder of an Allowed Class 5B claim against Transwest Hilton
Head Property L.L.C. will receive 40% of his Class 5A Claim in 4
equal annual installments payable on the first Business Day of
July beginning in 2012.  No interest will be paid on any Class 5A
Unsecured Trade Creditor Claims.

On the later of the date sixty (60) days after the Effective Date
or the applicable Claim Payment Date, each holder of an Allowed
Class 6 Claim will receive:

(a) A Cash payment equal to a pro rata share of the Unsecured
Creditor Fund (with reserves for Disputed Claims, which will later
be distributed to the holders of Allowed Class 6 Claims to the
extent not paid with respect to such Disputed Claims); and

(b) A Class 6 Membership Appreciation and Cash Flow Certificate
that will entitle the holder to a pro rata right to share in the
cash flow, and appreciation in the Reorganized Debtors'
memberships equity securities, if certain conditions are met.

Holders of Class 8 Penalty Claims will be paid nothing on account
of their claims under the Plan.  Class 8 is impaired, but because
it will receive no distributions it will not vote and will be
deemed to reject the Plan.

Class 9 consists of all the Claims of creditors of Transwest
Resort Properties, Inc., including but not limited to, SGC Hotel
DLP, LP, the United States Internal Revenue Service, and certain
state taxing authorities.  On the Effective Date, Transwest Resort
Properties, Inc.'s Reorganization Case will be dismissed and the
Holders of Class 9 Claims will be free to pursue any and all
legal, equitable or contractual remedies as existed as of the
Petition Date.  Class 9 Claims are not impaired.

Class 10 consists of all of the Equity Interests in the Level II
Debtors and the Operating Debtors, and the Subject Insider Claims.
On the Effective Date, all Equity Interests in the Debtors will be
automatically canceled and voided.  All holders of Equity
Interests and Subject Insider Claims will receive nothing on
account of those Equity Interests and Subject Insider
Claims.

The holders of Class 10 Equity Interests and Subject Insider
Claims will not receive or retain anything under the Plan, and
thus Class 10 is deemed to reject the Plan.

A copy of the Disclosure Statement to Second Amended and Restated
Joint Plan of Reorganization dated Oct. 4, 2011, is available for
free at http://bankrupt.com/misc/transwestresort.dkt582.pdf

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc.,
indirectly owns an interest in two companies, Transwest Tucson
Property, L.L.C., and Transwest Hilton Head Property, L.L.C.
These two companies each own and manage a resort hotel: the Westin
La Paloma Resort and Country Club in Tucson, Arizona (the "La
Paloma Resort" or "La Paloma"), which is owned and managed by
Transwest Tucson Property, L.L.C., and the Westin Hilton Head
Island Resort and Spa on Hilton Head Island in South Carolina (the
"Hilton Head Resort," and collectively with La Paloma, the
"Resorts"), which is owned and managed by Transwest Hilton Head
Property, L.L.C.

TRP, Transwest Tucson Property, and Transwest Hilton Head property
are affiliates of Transwest Partners, a real estate development
and investment firm which has been active in the hospitality
sector in Southern Arizona and Sonora, Mexico.

Transwest Tucson Property is a wholly owned subsidiary of
Transwest Tucson II, L.L.C.  Transwest Hilton Head Property is a
wholly owed subsidiaryof Transwest Hilton Head II, L.L.C.

TRP filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 10-37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., Susan g.
Boswell, Esq., and Elizabeth S. Fella, Esq., at Quarles & Brady
LLP, in Tucson, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets at up to $50,000 and
debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TRAVELPORT HOLDINGS: Incurs $26 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $26 million on $509 million of net revenue for the three months
ended Sept. 30, 2011, compared with net income of $24 million on
$488 million of net revenue for the same period during the prior
year.

The Company also reported net income of $256 million on
$1.57 billion of net revenue for the nine months ended Sept. 30,
2011, compared with net income of $25 million on $1.54 billion of
net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities
and a $780 million total deficit.

"We continue to gain momentum on our commercial objectives of
enhanced travel content aggregation, the deployment of new point
of sale technologies for travel agencies and travel product
suppliers, and expanding our geographic and customer segment
footprints.  I am pleased to report solid results for the quarter,
with revenue up 4%, volume up 3% and Adjusted EBITDA in line with
management expectations despite the uncertain economic climate in
many key geographies."

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

                        http://is.gd/pr0HJr

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRAVELPORT INC: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport, Inc.,
is a borrower traded in the secondary market at 85.61cents-on-the-
dollar during the week ended Friday, Nov. 11, 2011, a drop of 0.77
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Standard & Poor's B rating.  The loan is one of the
biggest gainers and losers among 134 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                    About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed $3.680
billion in assets, $4.136 billion in total liabilities, and a
stockholders' deficit of $456 million.


TRIBUNE CO: Bank Debt Trades at 38% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 61.82 cents-on-the-
dollar during the week ended Friday, Nov. 11, 2011, an increase of
1.72 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 134 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIUS THERAPEUTICS: Reports $14.3-Mil. 3rd Quarter Net Income
-------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $14.31 million on $30.43 million of total revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $8.49 million on $1.94 million of total revenues for the
same period during the prior year.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company also reported a net loss of $5.73 million on $36
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $15.11 million on $5.51 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $77.02
million in total assets, $15.64 million in total liabilities and
$61.38 million in total stockholders' equity.

"We are pleased to report our consistent achievement of objectives
since our IPO in August 2010," said Jeffrey Stein, Ph.D.,
president and chief executive officer of Trius.  "We look forward
to continuing our track record of solid execution in our clinical
trials and company development."

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

                        http://is.gd/FenpVE

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.


TRONOX INC: Environmental Liability Suit Trial Set for May 15
-------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Tronox Inc.'s
$15 billion lawsuit against Anadarko Petroleum Corp. over a
spinoff that allegedly saddled it with insurmountable
environmental liabilities is scheduled to go to trial May 15,
though a New York bankruptcy judge nudged the parties toward
mediation Monday.

Law360 relates that with Anadarko and once-bankrupt Tronox each
possibly presenting testimony from at least four expert witnesses
-- and with some executives possibly taking the stand -- attorneys
said the trial could last at least eight weeks.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on Jan. 13, 2009 (Bankr. S.D.N.Y.
Case No. 09-10156), before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TROPICANA ENT: Proposes Liberty Mutual Settlement
-------------------------------------------------
Tropicana Entertainment, LLC, and the other Reorganized OpCo
Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement agreement between Aztar
Corporation and all of its affiliates, parents, and subsidiaries,
and Liberty Mutual Fire Insurance Company and all of its
affiliates, parents, and subsidiaries in connection with closing
out and finalizing the Parties' financial liabilities under the
insurance policies provided by Liberty Mutual to the Reorganized
OpCo Debtors.

The Release/Retrospective Premium/Deductible Advance
Reimbursement Buyout settlement provides for these terms:

    * In consideration of the Reorganized OpCo Debtors' payment
      of $175,000, Liberty Mutual agrees to release the
      Reorganized OpCo Debtors and any of their affiliates,
      parents, and subsidiaries from any future premium payments
      or other financial obligations that might arise under the
      Policies.

    * The Reorganized OpCo Debtors agree to pay Liberty Mutual
      the Settlement Amount from the proceeds of an existing
      letter of credit in the amount of $1,140,595.  The
      remaining funds from the letter of credit, amounting to
      $965,595, will be returned to the Reorganized OpCo Debtors
      upon receipt of a fully executed copy of the Settlement
      Agreement and entry of an order approving the settlement.

    * The Settlement Agreement is limited to the Reorganized
      OpCo Debtors' financial obligations to Liberty Mutual
      under the Policies and will have no effect on Liberty's
      continuing obligation to defend and indemnify the
      Reorganized OpCo Debtors against covered claims, together
      with all other obligations under the Policies, subject to
      certain terms, conditions, limitations and exclusions.
      Other than the Reorganized OpCo Debtors' financial
      obligations released under the Settlement Agreement,
      nothing in the settlement will otherwise alter the terms,
      conditions, limitations, exclusions or scope of coverage
      of the Policies.

    * The Reorganized OpCo Debtors agree to release and
      discharge Liberty Mutual of and from any obligation to pay
      or refund any and all credits, return premiums or any
      other sums due to the Debtors that may arise under the
      Policies.  The release and discharge will include any
      financial or monetary claims the Reorganized OpCo Debtors
      may have against Liberty under the Policies.

    * Liberty Mutual agrees to withdraw, with prejudice, Claim
      Nos. 78 and 646 filed in the Chapter 11 cases of Adamar of
      New Jersey, Inc., Case No. 09-20711, filed in the U.S.
      Bankruptcy Court for the District of New Jersey.

The Settlement Agreement will give the Reorganized OpCo Debtors
certainty as to the amounts owed under the Policies, and Liberty
Mutual will be prevented from looking to the Reorganized OpCo
Debtors for payment of defense costs and other similar
obligations under the Policies that are unknown at this time.
This certainty allows the Reorganized OpCo Debtors to move
forward expeditiously with the administration of their estates,
final payment of claims, and the closing of the Chapter 11 cases,
according to Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: Wimar Asserts Priority Treatment of Claim
--------------------------------------------------------
In connection with its motion for approval of its $2 million
administrative expense claim notes that Tropicana entities known
as the Reorganized OpCo Debtors have cited three cases to support
their opposition to the admin. claim.

Sandra G. M. Selzer, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware -- selzers@gtlaw.com -- on behalf of Wimar
Tahoe Corporation, points out that these cases involve some form
of temporary staffing agency providing workers for a fee.  Wimar
Tahoe's prepetition payroll claim is different than those of an
employment agency because Wimar provided the Debtors with
employees and paid their wages, Ms. Selzer asserts.  Wimar Tahoe
seeks reimbursement of those wage payments, without markup or a
fee, she continues.

Wimar Tahoe is not an individual and was not an employee of the
Debtors, but one court has stated that Section 507(a)(4) of the
Bankruptcy Code is not limited to employee claimants, Ms. Selzer
says, citing In re Corcoran, No. 10-00741, 2010 WL 5207589
(Bankr. D. Haw. Dec. 16, 2010).

Ms. Selzer emphasizes that Wimar Tahoe is entitled to priority
treatment for the payment of prepetition payroll under Section
507(a)(4).  In addition, Wimar seeks these same funds under its
alternative claim for administrative expenses as a result of its
substantial contribution to the Reorganized Debtors' estates
under Section 503(b)(3)(D) of the Bankruptcy Code, which has
already been fully briefed.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: LandCo Debtors File 3rd Qtr. Post-Conf. Report
-------------------------------------------------------------
Marie Ramsey, vice president of finance of the LandCo Debtors,
submitted separate post-confirmation quarterly summary
reports of the LandCo Debtors for the reporting period from
July 1, 2011, to September 30, 2011:

                                     Beginning      Ending
LandCo Debtor                        Cash Balance  Cash Balance
-------------                        ------------  ------------
Adamar of Nevada Corporation                  $0            $0
Hotel Ramada of Nevada Corporation             0             0
Tropicana Development Company LLC              0             0
Tropicana Enterprises                          0             0
Tropicana Las Vegas Holdings, LLC              0             0
Tropicana Las Vegas Resort and Casino, LLC     0             0
Tropicana Real Estate Company, LLC             0             0

The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5,
2009, and was subsequently declared effective on July 1, 2009.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: OpCo Debtors File 3rd Qtr. Post-Conf. Report
-----------------------------------------------------------
Lance Millage, chief financial officer and treasurer of
Tropicana Entertainment Inc., submitted a post-confirmation
quarterly summary report of the Reorganized OpCo Debtors for the
reporting period of July 1, 2011, through September 30, 2011.

                  Tropicana Entertainment, LLC
                    Cash Sources/Uses Summary
           For the Period July 1 to September 30, 2011
                           Unaudited

Beginning cash balance                              $76,212,031

All receipts received by Debtor:
Cash sales                                         84,982,546
Collection of accounts receivable                           0
Proceeds from litigation (settlement or                     0
   otherwise)
Sale of Reorganized OpCo Debtor's assets                    0
Capital infusion pursuant to OpCo Plan                      0
                                                --------------
Total cash received                                  84,982,546
                                                --------------
Total cash available                                161,194,577

Less all disbursements or payments:
Disbursements made under the OpCo Plan,                18,574
   excluding admin. claims of bankruptcy
   professionals
Disbursements made pursuant to the admin.                   0
   claims of bankruptcy professionals
All other disbursements made in the ordinary       69,203,908
   course
                                                --------------
Total disbursements                                  69,222,481
                                                --------------
Ending Cash Balance                                 $91,972,096
                                                ==============


                  Tropicana Entertainment, LLC
                     Combined Balance Sheet
                    As of September 30, 2011
                           Unaudited

                             ASSETS

Current Assets
Cash - unrestricted                               $23,387,874
Cash - restricted                                  12,410,770
Accounts receivable - net                          14,966,529
Inventory                                           1,704,654
Notes receivable                                            0
Prepaid expenses                                    7,338,293
Other                                                       0
                                                --------------
Total Current Assets                                 59,808,121

Property, Plant and Equipment
Real property, buildings, boats and               246,212,208
   improvements
Machinery and equipment                                     0
Furniture, fixtures and office equipment           37,947,759
Vehicles                                                    0
Leasehold improvements / CIP                        5,651,837
Less: Accumulated depreciation/depletion          (30,703,588)
                                                --------------
Total property, plant and equipment                 259,108,215

Due from affiliates and insiders                            0
Other                                              62,486,711
                                                --------------
TOTAL ASSETS                                       $381,403,047
                                                ==============

             LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities Not Subject to Compromise -
Postpetition Liabilities:
Accounts payable                                   $7,963,197
Taxes payable                                       5,714,571
Notes payable                                               0
Professional fees                                           0
Secured debt                                                0
Due to affiliates and insiders                    (26,762,796)
Other                                              53,799,568
                                                --------------
Total postpetition liabilities                       40,714,540

Liabilities Subject to Compromise - Prepetition
Liabilities:
Secured debt - per plan                                     0
Priority debt - per plan                                    0
Unsecured debt - per plan                                   0
Other - per plan                                            0
                                                --------------
Total prepetition liabilities                                 0
                                                --------------
Total Liabilities                                    40,714,540

Equity:
Common stock                                                0
Retained earnings (deficit)                       340,688,507
                                                --------------
Total Equity (Deficit)                              340,688,507
                                                --------------
TOTAL LIABILITIES AND OWNERS' EQUITY               $381,403,047
                                                ==============

The OpCo Debtors' Plan became effective on March 8, 2010.
Accordingly, at the Effective Date, the OpCo Debtors emerged from
Chapter 11 and are no longer debtors-in-possession.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 68.09 cents-on-the-dollar during the week
ended Friday, Nov. 11, 2011, an increase of 0.59 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 134 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNIGENE LABORATORIES: Discloses Results of Phase 3 SMC021 Study
---------------------------------------------------------------
Unigene Laboratories, Inc., announced that Novartis Pharma AG has
disclosed first interpretable results from a three-year Phase 3
trial, Study 2303, conducted by its license partner Nordic
Bioscience, assessing the safety and efficacy of an oral
formulation of calcitonin (SMC021), which used Emisphere's
proprietary oral delivery technology, in the treatment of post-
menopausal osteoporosis.

These results indicate that Study 2303 failed to demonstrate a
significant difference between treatment groups at three years for
the primary endpoint, with no statistically significant treatment
effect observed on the reduction of the occurrence of new
vertebral fractures.  Similarly no statistical significant
response was observed on key secondary endpoints such as new non-
vertebral fractures or new clinical fractures.  According to
Novartis, the only statistically significant treatment effect in
the first interpretable results dataset, which contains only the
most important analyses for expedited review, was an increase in
lumbar spine Bone Mineral Density in the SMC021 treatment group
relative to placebo.  Preliminary analysis of data did show that
SMC021 displayed a positive safety profile.

Novartis' Study 2303, evaluating an oral formulation of calcitonin
(SCM021) for the treatment of osteoporosis, was developed using
Emisphere's proprietary oral delivery technology and, under a
worldwide licensing agreement, using Unigene's patented peptide
manufacturing process to produce calcitonin.

Ashleigh Palmer, Unigene's President and CEO, stated, "While we
would have preferred positive results from this Phase 3 trial, the
outcome has very limited impact on Unigene's successful turnaround
strategy.  Unigene's own oral formulation of salmon calcitonin
reached Phase 3 statistical significance for its primary endpoint
as presented in detail at the American Society of Bone and Mineral
Research in September."  Palmer continued, "Although today's news
reduces the likelihood of near-term royalties under our
manufacturing license with Novartis, it ironically now places
Unigene in an exceptionally strong leadership position with
respect to our oral peptide drug delivery platform.  In recent
months, Unigene has demonstrated that our technology and expertise
can overcome Phase 3 development patient compliance and food
effect challenges for oral calcitonin; reach Phase 2 oral delivery
proof-of-concept for an exacting peptide like PTH; and engage
multiple partners in funding feasibility studies for a wide
variety of peptides requiring oral delivery across a broad
spectrum of therapeutic areas.  Without a doubt, Unigene truly is
now the industry's peptide development partner of choice!"

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.


UNILIFE CORPORATION: Posts $9.7 Million Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Unilife Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $9.7 million on $2.1 million of revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $7.2 million on $3.5 million of revenues for the there
months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$88.1 million in total assets, $42.5 million in total liabilities,
and stockholders' equity of $45.6 million.

As reported in the TCR on Sept. 29, 2011, KPMG LLP, in Harrisburg,
Pennsylvania, expressed substantial doubt about Unilife's ability
to continue as a going concern, following the Company's results
for the fiscal year ended June 30, 2011.  The independent auditors
noted that the Company has incurred recurring losses from
operations and estimates that its existing cash and cash
equivalents will last only through the third quarter of
fiscal 2012.

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

                       http://is.gd/Cgr4bF

Unilife Corporation is a U.S.-based developer, manufacturer and
supplier of advanced drug delivery systems with state-of-the-art
facilities in Pennsylvania.


UNI-PIXEL INC: Incurs $1.8 Million Net Loss in Third Quarter
------------------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.87 million on $731 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $1.47 million on
$37,273 of revenue for the same period during the prior year.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company also reported a net loss of $6.69 million on $190,297
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $2.94 million on $140,037 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $9.71
million in total assets, $143,600 in total liabilities and $9.57
million in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.

"During the third quarter of 2011, we achieved another major
milestone in commercializing UniBoss by initiating our sampling
program with multiple touch panel suppliers and OEMs," said Reed
Killion, UniPixel's president and CEO.  "The UniBoss design and
sampling program allows interested parties to submit their touch-
sensor design and work closely with our engineering team to
produce fully functional, multi-touch sensor prototypes.  The
program allows them to experience the numerous advantages our
UniBoss touch sensor offers over the ITO standard and other ITO
replacement alternatives."

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

                        http://is.gd/7osYbW

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


URANIUM ONE: S&P Assigns 'BB-' Long-Term Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating, and stable outlook, to Toronto-based
Uranium One Inc.

"The rating on Uranium One reflects what we view as the company's
limited operating and geographic diversification, relatively short
collective mine life, limited track record, and reliance on
residual cash flows from its joint venture mine operations," said
Standard & Poor's credit analyst Donald Marleau. "This is somewhat
offset, in our view, by Uranium One's attractive cost profile,
growing production base, relatively low debt leverage, and
resilient demand for uranium from a growing worldwide nuclear
reactor fleet," Mr. Marleau added.

Uranium One has varying ownership interests in five joint ventures
in Kazakhstan. The company also has interests in multiple advanced
development projects in the U.S. and Australia, as well as the
potential acquisition of the Tanzania-based Mkuju River project
that is currently owned by Uranium One's majority shareholder, JSC
Atomredmetzoloto (ARMZ; not rated). "Uranium One's reserve life is
relatively low based on proven and probable reserves reporting
standards in Canada, but we believe that resource estimates
indicate meaningful potential to extend the productive capacity of
its currently producing mines, with further potential output
growth from development projects," S&P said.

Uranium One is majority-owned by ARMZ, a wholly owned subsidiary
of Atomic Energy Power Corp. (JSC) (BBB-/Stable/A-3). Atomic
Energy, in turn, is a wholly owned subsidiary of State Atomic
Energy Corp. Rosatom (not rated), a state-owned entity of the
Russian Federation (foreign currency: BBB/Stable/A-3).

"Standard & Poor's assesses Uranium One's stand-alone credit
profile at 'b+', which is one notch below Atomic Energy's stand-
alone credit profile. We view Uranium One as a government-related
entity with a low probability of extraordinary government support
stemming from its limited link with, and limited importance to,
the Russian government," S&P said.

"The stable outlook reflects Standard & Poor's view that Uranium
One's operating performance should remain solid in the medium term
due to its low-cost production profile and long-term sales
contracts. We estimate that financial leverage will remain near
2.5x, on a proportionately consolidated basis, with EBITDA
generation of more than US$280 million per year," S&P said.

"We expect that pressure on the ratings would emerge if any
combination of significantly tighter uranium margins, higher
capital expenditures, or acquisitions contributed to debt-to-
EBITDA above 4.5x for an extended period. While unlikely given
currently low debt levels, we estimate that such a scenario could
occur if EBITDA were to significantly deteriorate from uranium
margins declining below US$15.00 per lb as a result of weaker
uranium demand expectations and accelerating cash costs at Uranium
One. Though not expected in the near term, we could consider a
positive rating action on the company's stand-alone credit profile
if it delivers on its growth plans, thus enhancing cash flow
diversity and earnings," S&P said.

"In addition, we would reassess our perspective on parental and
government support, as well as the company's operating risk, if we
see a fundamental change in the company's ties to its parent or to
either key government -- Russia or Kazakhstan," S&P said.


VERECLOUD INC: Amends March 31 Quarterly Report
-----------------------------------------------
Verecloud, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to its Form 10-Q for the quarter ended
March 31, 2011.  The Company's restated statement of operations
reflects a net loss of $3.42 million on $1 million of revenue for
the three months ended March 31, 2011, compared with a net loss of
$385,936 on $1 million of revenue as originally reported.

The Company's restated balance sheet at March 31, 2011, showed
$1.31 million in total assets, $1.56 million in long term debt,
and a $1.01 million stockholders' deficit, compared with $1.52
million in total assets, $1.42 million in long term debt and a
$658,407 stockholders' deficit, as originally reported.

A full-text copy of the amended Form 10-Q is available at no
charge at http://is.gd/RzytiQ

                          About Verecloud

Englewood, Colorado-based Verecloud, Inc. (OTC BB: VCLD)
-- http://www.verecloud.com/-- is an innovative technology
company that is developing Cloudwrangler(TM), a cloud service
brokerage platform, which connects and integrates cloud service
suppliers to small and medium size businesses (SMBs) through
multiple distribution channels.

Schumacher & Associates, Inc., in Littleton, Colorado, expressed
substantial doubt about Verecloud's ability to continue as a going
concern.  The independent auditors noted that the Company had
negative working capital and a stockholders' deficit and requires
additional funding to execute on its business plan.

The Company reported a net loss of $6.09 million on $4.42 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $400,493 on $5.84 million of revenue for the fiscal
year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $1.04 million
in total assets, $3.17 million in total liabilities, and a
stockholders' deficit of $2.13 million.


VERECLOUD INC: Incurs $1.2 Million Net Loss in Q1 Fiscal 2012
-------------------------------------------------------------
Verecloud, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.26 million on $140,862 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $147,851 on
$1.51 million of revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $808,140 in
total assets, $4.07 million in total liabilities and a $3.27
million total stockholders' deficit.

Following the Company's results for the year ended June 30, 2011,
Schumacher & Associates, Inc., in Littleton, Colorado, expressed
substantial doubt about Verecloud's ability to continue as a going
concern.  The independent auditors noted that the Company had
negative working capital and a stockholders' deficit and requires
additional funding to execute on its business plan.

The Company reported a net loss of $6.09 million on $4.42 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $400,493 on $5.84 million of revenue for the fiscal
year ended June 30, 2010.

                         Bankruptcy Warning

As of Nov. 14, 2011, the Company has not secured any additional
financing or commitments.  Assurances cannot be given that
adequate financing can be obtained to meet its capital needs.  If
the Company is unable to generate profits and are unable to obtain
financing to meet its working capital requirements, it  may have
to curtail business sharply or cease operations altogether.  Its
continuation as a going concern is dependent upon the Company's
ability to generate sufficient cash flow to meet its obligations
on a timely basis to retain its current financing, to obtain
additional financing, and, ultimately, to attain profitability.
Should any of these events not occur, the Company will be
adversely affected and may have to cease operations.  Failure to
secure additional financing in a timely manner and on favorable
terms would have a material adverse effect on financial
performance, results of operations and stock price and require it
to curtail or cease operations, sell off its assets, seek
protection from its creditors through bankruptcy proceedings, or
otherwise.

"While the financial results of this first fiscal quarter 2012
report do not reflect the momentum we have achieved and are
experiencing currently, we are anticipating good customer growth
to be reported in the second quarter of 2012 based on the fact
that we have already transitioned thousands of business users to
Cloudwrangler.  Since August 2011, we have launched numerous
successful promotions, and we have contracted partnerships with
exciting new sales channels.  Today, we are totally focused on
growing our customer base and adding best of breed services into
our Marketplace," said John McCawley, Verecloud CEO.

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

                        http://is.gd/rnPA3V

Englewood, Colorado-based Verecloud, Inc. (OTC BB: VCLD)
-- http://www.verecloud.com/-- is an innovative technology
company that is developing Cloudwrangler(TM), a cloud service
brokerage platform, which connects and integrates cloud service
suppliers to small and medium size businesses (SMBs) through
multiple distribution channels.


VERENIUM CORP: Reports $5.8 Million Third Quarter Net Income
------------------------------------------------------------
Verenium Corporation reported net income attributed to Verenium of
$5.79 million on $18.41 million of total revenue for the three
months ended Sept. 30, 2011, compared with net income attributed
to Verenium of $39.71 million on $12.57 million of total revenue
for the same period during the prior year.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

The Company also reported net income attributed to Verenium of
$8.14 million on $46.94 million of total revenue for the nine
months ended Sept. 30, 2011, compared with net income attributed
to Verenium of $23.23 million on $38.47 million of total revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $63.29
million in total assets, $50.97 million in total liabilities and
$12.31 million in stockholders' equity.

"We have made strong financial and operational progress in the
first nine months of this year," said James E. Levine, president
and chief executive officer at Verenium.  "In the third quarter of
2010 we shifted our business strategy toward growing a leading,
commercial industrial enzymes business.  The continued increase in
product revenue and record product gross profit we saw in the
third quarter of 2011 are important indicators that we've had a
solid year of progress against our new strategy and are well on
our way to building a successful industrial biotechnology
company."

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

                    About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.

                        Bankruptcy Warning

In April 2007, the Company completed the sale of $120 million of
2007 Notes.  In September 2009, pursuant to privately negotiated
exchange agreements with the Company, certain holders of the 2007
Notes exchanged approximately $30.5 million in aggregate principal
amount of 2007 Notes for approximately $13.7 million in aggregate
principal amount of the Company's 2009 Notes.

The holders of the 2007 and 2009 Notes have the right to require
the Company to purchase the Notes for cash on each of April 1,
2012, April 1, 2017, and April 1, 2022.  Assuming the holders of
the Notes exercise their put option in 2012, based on current cash
resources and 2011 operating plan, the Company's existing working
capital will not be sufficient to meet the cash requirements to
fund the retirement of the Notes, and planned operating expenses,
capital expenditures and working capital requirements after such
exercise without additional sources of cash.  If the Company is
unable to re-finance the Notes or raise additional capital, it
will need to defer, reduce or eliminate significant planned
expenditures, restructure or significantly curtail operations,
issue equity in exchange for the Notes at substantial dilution to
current stockholders, file for bankruptcy, or cease operations.


VEY FINANCE: Compass Bank Files Liquidating Plan
------------------------------------------------
The hearing to approve the disclosure statement explaining
creditor Compass Bank's proposed Liquidating Plan for Vey Finance,
LLC, is scheduled for Dec. 15, 2011, at 10:00 a.m.

In general, the Plan calls for the appointment of a Disbursing
Agent to (1) transfer and assign to the Bank of the West (owed
$1,445,993) and to Capital Bank (owed $847,124) all of the
collateral for their debts, (2) to liquidate all of the Debtor's
assets and pay Creditors with Allowed Claims according to the
terms of the Plan, (3) to pay 100% of the Allowed Claims of
Unsecured Creditors (estimated by Compass not to exceed $116,106,
plus interest) within 30 days after the Effective Date of the
Plan, (4) to compromise and settle pending litigation with
Compass, and (5) when all Allowed Administrative, Priority, Ad
Valorem Tax and Unsecured Claims have been paid, to pay to Compass
the balance of all funds in the Estate until its Allowed Claim has
been paid in full.

Compass will have an Allowed Claim of $9,045,859.  On the
Effective Date, or as soon thereafter as is practicable, the
Disbursing Agent will assign or otherwise transfer to Compass all
of the property which is collateral for the Allowed Claim of
Compass.  The USDC Lawsuit will be compromised and settled as
described in Article VI.

On the Effective Date, all Equity Interests in the Debtor will be
canceled.

             Compromise and Settlement of All Claims

On the Effective Date, Compass and the Disbursing Agent will
submit an Agreed Order in the USDC Lawsuit,  The Agreed Order will
provide, in general, for (1) the release of all Claims of Compass
against the Debtor, and (2) the release of all claims of the
Debtor against Compass; provided, however, the parties will
stipulate that Compass has an Allowed Claim of $9,085,859, and
that the monies in the registry of the United States District
Court which resulted from the sale of part of Compass' collateral
for its loans to the Debtor during the pendency of the USDC
Lawsuit, being approximately $251,993 plus interest, will be
release to the Disbursement Agent.

A copy of the Disclosure Statement explaining Compass Bank's
proposed liquidating plan for the Debtor is available for free at:

          http://bankrupt.com/misc/veyfinance.dkt79.pdf

                        About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., in El Paso, Texas,
represents the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The Debtor
scheduled assets of $10,477,513 and liabilities of $12,504,207.
The petition was signed by Veronica L. Veytia, managing member.


VYCOR MEDICAL: Amends 93.6 Million Common Shares Offering
---------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No.1 to Form S-1 registration statement
relating to the offering by the selling stockholders of the
Company of up to 93,602,221 shares of common stock, par value
$0.0001 per share.  The Company will not receive any proceeds from
the sale of common stock.

The selling stockholders have advised the Company that they will
sell the shares of common stock from time to time in broker's
transactions, in the open market, on the OTC Bulletin Board, in
privately negotiated transactions or a combination of these
methods, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated
prices.  The Company will pay the expenses incurred to register
the shares for resale, but the selling stockholders will pay any
underwriting discounts, commissions or agent's commissions related
to the sale of their shares of common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "VYCO.OB".  On Oct. 21, 2011, the closing sale
price of the Company's common stock was $0.03 per share.

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

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company's balance sheet at June 30, 2011, showed $4.7 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $1.9 million.

As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.


WALKABOUT CREEK: Court Says Plans Fail Feasibility Test
-------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied confirmation of the
separate reorganization plans submitted by Walkabout Creek Limited
Dividend Housing Association Limited Partnership and Walkabout
Creek II Limited Dividend Housing Association Limited Partnership,
saying the Debtors failed to demonstrate that the plans are
feasible as required under 11 U.S.C. Sec. 1129(a)(11) in that it
is more likely than not that the plans will not be followed by
"the liquidation, or the need for further financial
reorganization, of the debtor or any successor to the debtor under
the plan . . . ."

The Michigan State Housing Development Authority, which provided
loans to finance the debtors' purchase of their properties and is
the sole secured creditor of the debtors, opposed confirmation on
three grounds:

     -- The plans violate the absolute priority rule of 11 U.S.C.
        Sec. 1129(b)(2)(B);

     -- Each debtor has not met the cramdown requirements of 11
        U.S.C. Sec. 1129(b)(2)(A) with respect to its class.

     -- The debtor will have insufficient cash flow to provide for
        its ongoing capital expenditure needs over the course of
        the plan.

Walkabout Creek Limited Dividend Housing Association Limited
Partnership and Walkabout Creek II Limited Dividend Housing
Association Limited Partnership are affiliated partnerships and
the owners of adjacent residential apartment complexes in Dexter,
Michigan.  Walkabout I's complex consists of 100 units; Walkabout
II's consists of 65 units.

Each debtor operates its apartment complex subject to a Regulatory
Agreement between the debtor and MSHDA, entered into incident to
the purchases of the complexes, and requiring the debtor to rent
certain percentages of the units at reduced rents to households
whose income is not greater than certain percentages of median
income for the area.

The debtors filed voluntary Chapter 11 petitions (Bankr. D. D.C.
Case No. 09-00632) on July 21, 2009.

A copy of Judge Teel's Nov. 10, 2011 Memorandum Decision is
available at http://is.gd/CrhU96from Leagle.com.


WARNER MUSIC: Brian Roberts to Become Chief Financial Officer
-------------------------------------------------------------
Warner Music Group Corp. announced that Brian Roberts will become
WMG's Executive Vice President and Chief Financial Officer, by
Jan. 1, 2012.  Roberts, who will report to WMG CEO Stephen Cooper,
will succeed Steven Macri.  Macri, who has been WMG's Executive
Vice President and CFO since 2008, has decided to leave WMG, but
will remain in his position until up to the end of this year to
ensure a smooth transition.  Roberts currently serves as Senior
Vice President and CFO of Warner/Chappell Music, WMG's music
publishing business, a position he's held since 2007.

WMG's Chairman of the Board, Edgar Bronfman, Jr. said, "Steve
Macri has done an outstanding job, overseeing our global financial
operations with skill and vision, and putting in place a team of
top-flight financial executives, including Brian Roberts.  Brian's
financial acumen and deep understanding of the music industry and
the company make him the ideal candidate to fill this vital role."

Prior to joining Warner/Chappell in 2005, Roberts served for five
years as BMG Music Publishing's Senior Vice President, Finance &
Administration of North and South America.  In that role, he
managed all finance and administrative operations in that
company's Core, Contemporary Christian and Production Music
divisions.

Roberts received his B.S. degree in Accounting from Manhattan
College and is a Certified Public Accountant in New York.

Effective as of Jan. 1, 2012 or such earlier date, Mr. Roberts
will be paid an annual base salary of $550,000 and a target bonus
of $550,000.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at June 30, 2011, showed $3.58 billion
in total assets, $3.87 billion in total liabilities and a $289
million total deficit.

                         *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WAVE SYSTEMS: Incurs $1.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.84 million on $9.53 million of total net revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$1.17 million on $6.69 million of total net revenues for the same
period a year ago.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/mW289T

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WILLIAM SWITZER: Chapter 15 Case Closed at Monitor's Behest
-----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has closed the Chapter 15 case of
William Switzer & Associates, Ltd.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
PricewaterhouseCoopers, Inc., in its capacity as the monitor of
the Debtor, authorized by the Supreme Court of British Columbia,
Canada, and appointed by a consent to act in accordance with the
CCAA, explained that with the sale closed and the Canadian
Proceeding complete, there is no further activity anticipated in
this Chapter 15 case.  PwC related that title to all the Debtor's
assets was transferred to a new entity controlled and created by
091 (Newco) under the sale order and there are no remaining assets
in the United States to be administered.  Accordingly, the monitor
believed that the proceeding has been fully administered as
contemplated by Bankruptcy Code section 350(a) and must be closed
without prejudice.

The Court ordered that notwithstanding the dismissal of the
Chapter 15 case, all orders entered by the Court and the Canadian
Court will remain in full force an effect.

              About William Switzer & Associates, Ltd.

Switzer Ltd. is the successor corporation of the family-owned and
operated business founded by William Switzer in 1952 as a full-
service interior design business.  Since 1978, the Switzer Group
has evolved into a business specializing in the production of
handmade furniture, including bespoke custom furnishings, fine
quality reproductions, original house designs, the Lucien Rollin
Collection and the Charles Pollock collection.  Switzer Group
furniture is found in many exclusive homes and hotels world-wide.

Recognizing its financial difficulties, the Switzer Group retained
the services of PwC to help it address establish a plan for
restructuring.  The Switzer Group also retained restructuring
counsel at Davis LLP in Canada and Fox Rothschild LLP in the
United States to assist with a restructuring the business.
Despite having worked with these experienced parties to avoid a
court-supervised process since mid-February 2011, the demands of
the landlords in the United States and Canada have made it
necessary to go forward with formal court proceedings.

On May 13, 2011, the Honorable Madame Justice Gropper of the
Supreme Court of British Columbia, entered an initial order
commencing the Switzer Group's restructuring in Canada under the
CCAA.

PwC, on behalf of Switzer Ltd., sought creditor protection under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
11-12449) on May 20, 2011.  A copy of the Chapter 15 case summary
is in the May 24 edition of the Troubled Company Reporter.

According to papers filed in U.S. Bankruptcy Court, Switzer Ltd.
has taken further steps to reduce its surplus inventory, including
conducting a liquidation sale of showroom pieces through Maynards
Industries.  It is anticipated that in a restructuring proceeding,
Maynards will continue to play a key role in liquidating excess
inventory to realize substantial cash being tied up therein, and
to allow the Switzer Group's management to focus on restructuring
its business.

0910308 B.C. Ltd., a company owned by Renee and Allan Switzer, has
agreed to purchase Switzer Ltd.'s building on Cordova Street, in
Vancouver, British Columbia at its fair market value of
$1,175,000.  The Cordova Sale, which has been approved by PwC as a
prudent measure in restructuring the Switzer Group, is expected to
realize proceeds which will be used to pay down amounts owing to
the Bank of Montreal as the secured creditor with a collateral
mortgage on the building.  This will reduce the obligations of
Switzer Ltd. (and the obligations of the other members of the
Switzer Group pursuant to their guarantees) and also allow the
company to return its focus on its core business.  The Switzer
Group has total liabilities of roughly $12,365,000.


WIND WORKS: MNP LLP Raises Going Concern Doubt
----------------------------------------------
Wind Works Power Corporation filed on Oct. 28, 2011, its annual
report on Form 10-K for the fiscal year ended June 30, 2011.

MNP LLP, Chartered Accountants, expressed substantial doubt about
Wind Works Power's ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
revenues since its inception, has incurred annual losses, and
further losses are anticipated.  In addition, the Company requires
additional funds to meet its obligations and ongoing operations.

The Company reported a net loss of $5.08 million for the fiscal
year ended June 30, 2011, compared with a net loss of
$2.48 million on $0 revenue for the fiscal year ended June 30,
2010.

To date, the Company has not generated any revenues.

The Company's balance sheet at June 30, 2011, showed
$11.79 million in total assets, $11.65 million in total
liabilities, and stockholders equity of $141,993.

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

                       http://is.gd/XjekLc

Wind Works Power Corporation's business strategy is to pursue
opportunities in the alternative energy field with a particular
emphasis on wind energy.  The Company intends to develop wind
parks.  It will assemble land packages ("Wind Parks"), secure
requisite environmental permitting, provide wind testing  by
erecting towers to measure wind speed.  Subject to favorable wind
testing results, it will then apply for a power contract for the
number of megawatts (MW) that the project will allow.  Once it
secures power contracts, management believes that it will be able
to lease or sell the wind parks to operating utility companies or
companies desiring to purchase wind turbines and erect the
necessary power lines.

The Company is headquartered in Ottawa, Ontario, Canada.


WINDRUSH SCHOOL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Windrush School filed with the Bankruptcy Court for the Northern
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property            $1,676,352
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $13,030,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $127,159
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $49,117
                                 -----------        -----------
        TOTAL                    $14,809,364       $13,206,276

                       About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor estimated assets
and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee on
$13 million of bonds issued by the California Statewide
Communities Development Authority to Windrush School.


WOLF MOUNTAIN: Disclosure Statement Hearing Today
-------------------------------------------------
Debtor Wolf Mountain Resorts, L.C., and Canyon Mountain Partners,
LLC, jointly filed with the U.S. Bankruptcy Court for the Central
District of California on Oct. 14, 2011, a disclosure statement
describing the Debtor's first amended plan of reorganization dated
Oct. 14, 2011.  The Bankruptcy Court set a hearing for Nov. 16,
2011, at 9:30 a.m. to approve the disclosure statement.

All Cash necessary for the Reorganized Debtor to make payments
required by the Plan will be obtained from (i) existing Cash
balances, (ii) the operations of the Debtor or Reorganized Debtor,
including rent payments under the ASC Lease, not including the
September 2011 Rent Payment, (iii) the Equity Contribution, and
(iv) if necessary as a result of a Final Order entered in favor of
ASC, the Holder of a Development Litigation Claim, or other
Disputed Claims, the sale or refinance of some or all of the
Reorganized Debtor's assets.  The amount of the Equity
Contribution will be $2,300,000, including amounts previously lent
to the Debtor by CMP under the Court's Sept. 26, 2011 order
authorizing the Debtor to borrow funds from CMP under the Court's
Sept. 26, 2011 order authorizing the Debtor to borrow funds from
CMP on a super-priority administrative claim basis.  In addition,
and only to the extent the Debtor does not have sufficient cash
flow available to make all Plan Payments, CMP, or another
affiliate of Kenneth Abdalla will provide the Debtor with the Exit
Facility in an amount of up to $500,000.

The Plan designates 10 Classes of Claims and Interests:

     1    - Non-Tax Priority Claims           Unimpaired.
     2(a) ? ASC Secured Claim                 Impaired.
     2(b) ? Kirton & McConkie Secured Claim   Impaired.
     2(c) ? Brundage Secured Claim            Impaired.
     2(d) ? Build Secured Claim               Impaired.
     2(e) ? Highland Secured Claim            Impaired.
     2(f) ? Kilgoe Secured Claim              Impaired.
     2(g) ? Summit County Secured Claim       Impaired.

     2(h) ? Wasatch Capital Secured Claim     Impaired.
     2(i) ? Other Secured Claims              Unimpaired.
     3    - Convenience Claims                Impaired.
     4    - Development Litigation Claims     Impaired.
     5    - Osguthorpe Lease Claims           Impaired.
     6    - Fairstar Claims                   Impaired.
     7    - General Unsecured Claims          Impaired.
     8    - Insured Claims                    Unimpaired.
     9    - Subordinated Claims               Impaired.
    10    - Interests in Debtor               Impaired.

Interests in the Debtor will be canceled on the Effective Date and
Holders thereof will receive and retain nothing on account of
those Interests under the Plan.

The ASC Secured Claim in Class 2(a), which filed a Proof of Claim
in the amount of $60,456,704.70, will receive the ASC Note, the
ASC Deed of Trust, and the ASC Security Agreement.   The ASC Note
is in the original principal amount of $57,272,575 and accrues
interest at the rate of 3% per annum.  All principal, interest,
and other amounts due but unpaid under the ASC Note will be due
and payable on the ASC Note Maturity Date.

On the Effective date, each Holder of a General Unsecured Claim
will, at the option of the Plan Proponents, be entitled to either
Option A or B unless a Holder, in its sole and absolute
discretion, delivers written notice to the Debtor, elects the
treatment set forth in Option C.

Option A provides that a Holder of a General Unsecured Claim will
receive 16.67% of his claim on the Effective Date, and 16.67% plus
accrued interest at 3% per annum on the date that is one year
after the Effective Date, and continuing thereafter until the
obligation is fully paid on the 5th year.

Under Option B, each Holder of a General Unsecured claim that
timely filed a proof of claim will retain all legal, equitable,
and contractual rights pursuant to his Claim.

Under Option C, each Holder of an allowed General Unsecured Claim
will receive a Cash payment equal to such Holder's Pro Rata Share
of the Unsecured Creditors' Fund.

A copy of the Debtor's First Amended Plan of Reorganization is
available for free at:

         http://bankrupt.com/misc/wolfmountain.dkt148.pdf

ASC Utah, LLC, objects to the approval of the disclosure statement
describing the Debtor's first amended plan of reorganization,
citing that the amended disclosure statement still lacks adequate
information, and does not contain all of the information that the
Court previously directed the proponents to add.

A copy of ASC's objection is available for free at:

         http://bankrupt.com/misc/wolfmountain.dkt156.pdf

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., is a property owner and developer
located in Park City, Utah, and was formed in 1994 to own and
operate a ski resort located in Park City, Utah, then known as the
"Wolf Mountain Ski Resort" and now known as "The Canyons".  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 11-30162) on May 9, 2011.  Judge Peter Carroll presides over
the case.  David S. Kupetz, Esq., and Mark S. Horoupian, Esq., at
SulmeyerKupetz, serve as bankruptcy counsel.  Wolf Mountain
Resorts estimated that both its assets and debts measure between
$100 million and $500 million.


WORLDGATE COMMUNICATIONS: Incurs $790,000 3rd Quarter Net Loss
--------------------------------------------------------------
Worldgate Communications, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $790,000 on $249,000 of net revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $3.99
million on $11.65 million of net revenues for the same period a
year ago.

The Company also reported a net loss of $4.47 million on $10.56
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.80 million on $11.88 million of net
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $5.62
million in total assets, $11.29 million in total liabilities and a
$5.67 million total stockholders' deficiency.

                        Bankruptcy Warning

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

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

                        http://is.gd/QgsFxV

                    About Worldgate Communications

Trevose, PA, WorldGate Communications, Inc. (OTC BB: WGAT.OB)
designs and develops innovative digital video phones featuring
high quality, real-time, two-way video.

As reported in the TCR on April 12, 2011, Marcum LLP, in New York,
expressed substantial doubt about WorldGate Communications'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses from operations, working capital
deficiencies and stockholders' deficit.


WOODEND LLC: Deer Track Pulled Out of Foreclosure Sale
------------------------------------------------------
The Sun News reports that the former Deer Track North Course was
pulled out of a foreclosure sale last week, and one of its co-
owners said he expects to retain ownership of the property and
develop it.

According to the report, the National Bank of South Carolina has a
mortgage lien against the course's owners of nearly $2.93 million
stemming from a $2.6 million loan in 2006.  The course was on the
list of foreclosed properties to be auctioned on Nov. 7, 2011, but
the bank pulled it from the sale.

"We're negotiating with the bank on the note," the report quotes
co-owner McCray Smith as saying.  "The foreclosure was what the
bank had to do and we're doing what we have to do."

The report says the course was originally scheduled to be
auctioned off on July 5 after the bank foreclosed on Mr. Smith and
co-owner Jerry Pettus.  The sale was canceled after the owners
filed for Chapter 11 bankruptcy protection for the course in late
June, but the case was dismissed on Aug. 19, 2011, and officially
closed on Oct. 24, 2011, reinstituting the foreclosure.

The report says U.S. Bankruptcy Judge George R. Hodges, who
oversaw the bankruptcy case, granted a motion by Synovus Banks --
The National Bank of South Carolina is a division of Synovus --
seeking dismissal.

The report adds the case was filed in the Western District of
North Carolina after Deertrack Investors LLC -- the entity that
owns the course -- merged with Woodend LLC, another of Messrs.
Smith and Pettus? companies that owns property in North Carolina.
The bankruptcy was filed under Woodend.

Tara Nauful, Esq., at Haynsworth Sinkler Boyd P.A. represents the
bank.

Woodend LLC, the surviving entity from the merger of Woodend LLC
and Deertrack Investors LLC, filed a Chapter 11 petition (Bankr.
W.D. N.C. Case No. 11-31672) in Charlotte, on June 27, 2011.
Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC, in Charlotte,
serves as the Debtor's counsel.  The Debtor scheduled $8,907,881
in assets and $7,402,131 in liabilities.


YACOOBIAN ENTERPRISES: Creditor Wants to Foreclose on 3 Hotels
--------------------------------------------------------------
Eric Richardson at blogdowntown reports that a bankruptcy judge
was scheduled on Nov. 15, 2011, to consider the request of a
creditor owed $9.8 million to foreclose on three Skid Row
residential hotels -- the King Edward Hotel, the Leland Hotel and
the Baltimore Hotel -- owned by Yacoobian Enterprises, LP, which
declared chapter 11 bankruptcy in August 2010.  The report says
the trustee representing the debtor's estate has been working to
sell the three properties, all built between 1904 and 1910, and
filed a brief with the court last week to say that it had a
preferred "stalking horse bid" lined up.

According to the report, creditor Canico Capital Group believes
that the properties would go for roughly $7.5 million, less than
the amount it is owed.  It would argue on Tuesday that it should
be allowed to foreclose on the property before a sale could go
through.


* ESBA Named 2011 Outstanding Turnaround Firm by Beard Group
------------------------------------------------------------
Executive Sounding Board Associates Inc. (ESBA) announced that it
has been named a 2011 Outstanding Turnaround Firm by Turnaround &
Workouts, a leading restructuring industry publication produced by
the Beard Group.  The Outstanding Turnaround Firm designation is
presented to firms annually in recognition of their outstanding
achievements during the year.

During 2011, ESBA saved or created over 7,000 global and U.S.-
based jobs, created or preserved value in excess of $250 million
for involved stakeholders in client transactions and acted as
trusted adviser to over 50 clients.  The firm is consistently
ranked as a top turnaround firm in The Deal's league tables.

"We are honored to receive this highly prestigious designation
that continues an ESBA tradition of excellence in the turnaround
industry," said Martin I. Katz, Founder and President of Executive
Sounding Board Associates Inc.  "This award would not have been
possible without the hard work and dedication of our professional
and administrative staff.  The depth of our expertise, longevity
in the market and favorable reputation enable us to serve a range
of clients, from middle-market to Fortune 500 companies, both
private and public."

ESBA completed an extensive number of engagements during 2011
across all its practice areas including bankruptcy advisory
(debtor or creditor side representation), turnaround management
and performance improvement, corporate finance (sell-side and buy-
side mergers and acquisitions, financial restructurings,
refinancings, quality of earnings assessments), fiduciary services
(liquidating/distribution trusts) and served as chief
restructuring, operating and financial officers for clients.

Notable transactions during 2011 include:

    * DeCoro, Ltd and DeCoro USA, Ltd- Chapter 15 and
International Business Restructuring

    * Metaldyne Corporation Liquidating Trust- Chief Trustee
Officer after the Carlyle Group Credit Bid Purchase and Lead
Syndicator

    * Prominent Cultural Museum- Financial Advisor for Strategic
Vision

    * Sonix Resources- Chief Restructuring Officer through 363
Bankruptcy Sale

    * Manufacturer/Distributor- Corporate Finance Restructuring
through 363 Bankruptcy Sale and Subsequent Refinancing

    * World-Renowned Confectionary Manufacturer- Financial
Restructuring


* No Withdrawal Until Bankruptcy Judge Rules on 'Core'
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in New Jersey wrote an opinion at
the end of October on how jury-trial cases should be handled in
light of Stern v. Marshall, a ruling in June by the U.S. Supreme
Court dealing with constitutional limitations on the power of
bankruptcy judges.  The case involved a preference and fraudulent
transfer lawsuit by a bankruptcy trustee against a bankrupt's
lawyer to recover fees paid before bankruptcy.  The lawyer filed a
motion to remove the suit to district court.  U.S. District Judge
Susan D. Wigenton in Newark, New Jersey, denied the motion without
prejudice, meaning it can be refiled later.

According to the report, the lawyer claimed the right to a jury
trial and said she wouldn't consent to trial in bankruptcy court.
Judge Wigenton said that the "assertion that she is entitled to a
jury trial alone is not a basis for this court to grant" the
motion to withdraw the reference.  Judge Wigenton said the motion
was premature because the bankruptcy judge hadn't yet ruled on
whether the suit was "core" or "non-core."  "There is no reason
why the bankruptcy court may not 'preside over an adversary
proceeding and adjudicate discovery disputes and motions only
until such time as the case is ready for trial,'" the judge said.

According to the report, Judge Wigenton said the bankruptcy court
can rule on a summary judgment motion because it "does not raise
Seventh Amendment issues since the motion is disposed of as a
matter of law and review by an Article III judge is de novo."

The lawyer was told she could renew the motion after the
bankruptcy judge has ruled whether the suit is core and discovery
is complete.

The case is Perkins v. Verma, 11-2557, U.S. District Court,
District of New Jersey (Newark).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***