TCR_Public/111118.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 18, 2011, Vol. 15, No. 320

                            Headlines

78 FIRST: Taps Philip Keith to Prosecute MS Mission Claims
78 FIRST: Appoints Colliers International as Appraiser
ACCESS PHARMACEUTICALS: Reports $350,000 Third Quarter Net Income
ADINO ENERGY: Incurs $401,000 Net Loss in Third Quarter
AGY HOLDING: Incurs $7.8 Million Third Quarter Net Loss

ALLIED DEFENSE: Has $44.2 Million in Net Assets in Liquidation
AMARU INC: Incurs $341,900 Net Loss in Third Quarter
AMBAC FINANCIAL: Plan Voting Deadline Extended to Jan. 2
AMERICA WEST: Delays Filing of Quarterly Report on Form 10-Q
AMERICAN GREETINGS: Moody's Raises Corp. Family Rating to 'Ba1'

AMERICAN GREETINGS: S&P Affirms 'BB+' Corporate Credit Rating
AMERICAN NATURAL: Reports $474,000 Net Income in Third Quarter
AMERICAN PATRIOT: Incurs $82,991 Net Loss in Third Quarter
AMERICAN STEAMSHIP: S&P Lifts Counterparty Credit Rating to BB+
AMR CORP: Absence of Deal Could Prompt Chapter 11 Filing

AMR CORP: American Air Pilots' Union Rejects Latest Contract Offer
ANDRONICO'S MARKETS: Can Employ Kerri Bercik as Special Counsel
APPLIED MINERALS: Incurs $1.9 Million Net Loss in Third Quarter
AQUILEX HOLDINGS: Has $15MM Loan; Forbearance Extended to February
ARCADIA RESOURCES: Incurs $3.2 Million Net Loss in Sept. 30 Qtr.

ATLANTIC & PACIFIC: Wins Broad Test-Case Appeal
AURASOUND INC: Incurs $23,000 Net Loss in Sept. 30 Quarter
AVANTAIR INC: Files Form 10-Q, Incurs $1.7MM Q1 Fiscal 2012 Loss
AVISTAR COMMUNICATIONS: Files Form 10-Q, Posts $493,000 Q3 Income
AXION INTERNATIONAL: Incurs $1.7 Million Net Loss in 3rd Quarter

BELFOR HOLDINGS: Moody's Assigns Ba2 Rating to $50MM Term Loan
BELFOR USA: S&P Affirms 'BB-' Corporate Credit Rating
BERNARD L. MADOFF: Trustee Files Motion to Knock Out ERISA Claims
BIOCORAL INC: Incurs $129,000 Net Loss in Third Quarter
BIOFUEL ENERGY: Reports $2.5 Million Third Quarter Net Income

BIOLIFE SOLUTIONS: Incurs $478,000 Third Quarter Net Loss
BLACK RAVEN: Delays Filing of Quarterly Report on Form 10-Q
BLITZ USA: Bankruptcy Stays Purvis Lawsuit
BMB MUNAI: Incurs $142.8 Million Net Loss in Sept. 30 Quarter
BROADCAST INTERNATIONAL: Posts $4MM Net Profit in Third Quarter

BROADSTRIPE LLC: Sets December 8 Plan Confirmation Hearing
BROWNIE'S MARINE: Incurs $409,600 Net Loss in Third Quarter
BUTTERMILK TOWNE: Court OKs Sale of Assets to Visconsi Buttermilk
CAPSALUS CORP: Delays Filing of Quarterly Report on Form 10-Q
CAROLINA INTERNET: 10th Cir. Reverses Stand on Automatic Stay

CATASYS INC: Incurs $2.3 Million Net Loss in Third Quarter
CENTERLINE INC: Wells Fargo Awarded $51T in Lawyer Fees
CENTRAL FALLS, R.I.: Retirees Say Bankruptcy Not Authorized
CLARE AT WATER TOWER: Files for Chapter 11 in Chicago
CENTRAL FEDERAL: Posts $435,000 Net Loss in Third Quarter

CHEF SOLUTIONS: Reser Goods, Mistral Capital Cleared to Buy Firm
CHINA RUITAI: Reports $1.1 Million Third Quarter Net Income
CHINA TEL GROUP: Incurs $7.2 Million Net Loss in Third Quarter
CICERO INC: Incurs $936,000 Net Loss in Third Quarter
CIMINO BROKERAGE: Defaults on Plan; Ch. 11 Case Converted to Ch. 7

CIT GROUP: Thain Sees Opportunity to Grow Loan Volume
CMGT INC: Mayer Brown Wants Trustee Fined Over $17MM Suit
COLONY RESORTS: Delays Filing of Quarterly Report on Form 10-Q
COMMUNITY SHORES: Incurs $685,000 Net Loss in Third Quarter
COMPREHENSIVE CARE: Delays Filing of Quarterly Report

COMSTOCK MINING: Incurs $1.9 Million Net Loss in Third Quarter
CONQUEST PETROLEUM: Delays Filing of Form 10-Q for 3rd Quarter
CORD BLOOD: Incurs $979,000 Net Loss in Third Quarter
CORNERSTONE BANCSHARES: Files Form 10-Q, Posts $523,000 Q3 Income
CREATIVE VISTAS: Reports $11.6 Million Net Income in 3rd Quarter

CROATAN SURF: Court Sets Disclosure Statement Hearing on Dec. 12
CRYSTALLEX INT'L: Incurs US$8.6 Million 3rd Quarter Net Loss
DECORATOR INDUSTRIES: Files Schedules of Assets and Liabilities
DENBURY RESOURCES: S&P Reinstates 'BB-' Rating on $225-Mil. Notes
DOE MOUNTAIN INVESTMENTS: U.S. Trustee Unable to Form Committee

DULCES ARBOR: Has Until Feb. 17 to Propose Plan of Reorganization
EAGLE INDUSTRIES: Hearing on Plan Confirmation Moved to Nov. 21
EARTH SEARCH: Delays Filing of Quarterly Report on Form 10-Q
EAU TECHNOLOGIES: Incurs $491,000 Net Loss in Third Quarter
EDGEN MURRAY: Incurs $4.2 Million Third Quarter Net Loss

EDRA BLIXSETH: Trial of Lawsuit v. Insurer Begins Next Month
ELCOTEQ INC: Involuntary Chapter 11 Case Converted to Chapter 7
ELEPHANT TALK: Incurs $7.3 Million Net Loss in Third Quarter
EMISPHERE TECHNOLOGIES: Novartis Reports Results of SMC021 Study
EMMIS COMMUNCATIONS: Zell Agrees to Buy $35MM Unsecured Notes

EOS PREFERRED: Posts $591,000 Net Income in Third Quarter
EQK BRIDGEVIEW: Notifies Court on Change of Mailing Address
EVERGREEN ENERGY: Chairman and Interim CEO Ilyas Khan Resigns
EVERGREEN ENERGY: Delays Filing of Form 10-Q for 3rd Quarter
FILENE'S BASEMENT: Creditors' Retains Hahn & Hessen as Counsel

FILENE'S BASEMENT: Franklin, Two Shareholders on Syms Panel
FILENE'S BASEMENT: Court OKs 2nd Agency Pact With Hilco & Gordon
FIRST STREET: Taps Macdonald & Associates as Attorneys
FIRSTPLUS FIN'L: Trustee Taps KCC as Claims Agent
FITZGERALD HARRIS: Individual Debtor's Sale-Leaseback Deal Nixed

FLEETPRIDE CORP: Moody's Rates Credit Facilities at 'B1'
FLEETPRIDE CORP: S&P Puts 'B' Corp. Credit Rating on Watch Pos.
FLORIDA GAMING: Incurs $5.6 Million Net Loss in Third Quarter
FONAR CORP: Reports $1.7 Million Net Income in Sept. 30 Quarter
GENERAL MARITIME: Oaktree to Provide $175MM Funding in Ch. 11 Case

GIORDANO'S ENTERPRISES: Victory Park-Led Group Offers $61.6MM Bid
GRAHAM SLAM: Files Schedules of Assets and Liabilities
GRAYMARK HEALTHCARE: Incurs $1.5 Million Net Loss in 3rd Quarter
GREEN PLANET: Delays Filing of Form 10-Q for Sept. 30 Quarter
GRUBB & ELLIS: Reports $4.7 Million Net Income in Third Quarter

GUITAR CENTER: Incurs $27.4 Million Third Quarter Net Loss
HARRISBURG, PA: Majority of City Council Vote for Chapter 9
HAWAIIAN AIRLINES: To Touch Down on East Coast With NY Flights
HELLAS TELECOM: Noteholders File $104-Mil. Suit Against PE Firms
HMC/CAH CONSOLIDATED: Can Use Cash Colleteral Until Dec. 31

HOST HOTELS: Fitch Assigns 'BB' Rating to $300-Mil. Sr. Notes
HUSSEY COPPER: Tilton-Led Firm Cleared to Buy for $108MM
IDO SECURITY: Delays Filing of Form 10-Q for Third Quarter
IMH FINANCIAL: Delays Filing of Form 10-Q for 3rd Quarter
INTERNATIONAL RECTIFIER: S&P Affirms 'BB-' Corp. Credit Rating

I/OMAGIC CORP: Incurs $445,000 Net Loss in Third Quarter
IMPERIAL INDUSTRIES: Incurs $533,000 Net Loss in 3rd Quarter
INDIANAPOLIS DOWNS: Panel Prefers Shorter Exclusivity Extension
INTEGRATED BIOPHARMA: Delays Form 10-Q for Q1 of Fiscal 2012
JAMESON INN: Wants to Employ Pachulski Stang as Counsel

JOHN D. OIL: Incurs $430,000 Net Loss in Third Quarter
KL ENERGY: Amends Second and Third Quarter Results
KL ENERGY: Incurs $24.3 Million Net Loss in Third Quarter
KOPPERS HOLDINGS: Moody's Affirms 'Ba3' Corporate Family Rating
KOREA TECHNOLOGY: Wants Rutter & Wilbank's $5MM DIP Facility OK'd

KOREA TECHNOLOGY: Court Approves Stipulation for Limited Cash Use
KOREA TECHNOLOGY: Wins Green Light to Sell Assets to RWC
KTLA LLC: Seeks Case Dismissal Without Prejudice
KV PHARMACEUTICAL: Updates Makena Performance Metrics
LA JOLLA: Reports $3.5 Million Net Income in Third Quarter

LAST MILE: U.S. Trustee Appoints 3-Member Creditors' Panel
LIFECARE HOLDINGS: Incurs $13.3 Million Net Loss in 3rd Quarter
LITTLETON APARTMENTS: Can Use Cash Collateral on Interim
LOS ANGELES DODGERS: Sues Fox Over Media Rights Sale
LOS ANGELES DODGERS: Creditors Seek to Rein in Ch. 11 Control

MARCO POLO SEATRADE: Gets Final OK to Obtain $5 Million RBS Loan
MASTER SILICON: Delays Form 10-Q for Third Quarter
MF GLOBAL: Moody's Withdraws 'Caa1' Long-Term Issuer Rating
MICHAEL GINALDI: Court Rejects Addison Wolfe as Broker
MOUNTAIN PROVINCE: Incurs C$2.2MM Net Loss in Third Quarter

MPM TECHNOLOGIES: Delays Filing of Sept. 30 Quarterly Report
MUSCLEPHARM CORP: Reports $116,000 Net Income in Third Quarter
NEDAK ETHANOL: Incurs $1.5 Million Net Loss in Third Quarter
NEOMEDIA TECHNOLOGIES: Posts $59.4 Million Net Income in Q3
NEONODE INC: Stockholders Ratify Appointment of KMJ Corbin

NEWSOM PROPERTIES: Compass Bank Secured Claim Pegged at $3.4MM
NPC INT'L: S&P Puts 'B' Corp. Credit Rating on Watch Negative
NUVEEN INVESTMENTS: Moody's Says 'B3' Reflects Weak Fundamentals
NUVEEN INVESTMENTS: S&P Affirms 'B-' Counterparty Credit Rating
OPEN RANGE: Lacks Buyer, to Liquidate Assets

OPEN TEXT: Moody's Upgrades Corporate Family Rating to 'Ba1'
OPTIMUMBANK HOLDINGS: Incurs $563,000 Third Quarter Net Loss
PATIENT SAFETY: Incurs $228,000 Net Loss in Third Quarter
PIONEER DRILLING: Moody's Assigns 'B3' Rating to $150-Mil. Notes
PHARMACEUTICAL PRODUCT: Moody's Says 'B1' CFR Unchanged

PHARMACEUTICAL PRODUCT: S&P Keeps 'B+' Corporate Credit Rating
PLATINUM STUDIOS: Delays Filing of Form 10-Q for Third Quarter
PLY GEM HOLDINGS: Files Form 10-Q, Incurs $458,000 Q3 Net Loss
POINT BLANK: Files Notice to Change Names
QUINCY MEDICAL: Releases Stall Confirmation of Liquidating Plan

RADIENT PHARMACEUTICALS: Posts $1.9-Mil. 3rd Quarter Net Income
RADIOSHACK CORP: S&P Lowers Corporate Credit Rating to 'BB-'
RIVER ROCK: Reports $12.8 Million Income from Operations in Q3
RAYMOND GUILLAUME: BAC Home Loan's $150T Secured Claim Allowed
RED DOOR: Miss. Court Rejects Bid to Transfer Case Venue

RHI ENTERTAINMENT: Ex-Gen. Counsel Sue Over Unpaid Severance Fee
RICKY MURRAY: BB&T's Fraudulent Conveyance Suit Goes to Trial
SAGAMORE PARTNERS: Taps Meland Russin as Bankruptcy Counsel
SB PARTNERS: Incurs $325,000 Net Loss in Third Quarter
SEARCHMEDIA HOLDINGS: Partially Settles Class Lawsuit in Fla.

SHALAN ENTERPRISES: Court Approves Cash Collateral Substitution
SIMON WORLDWIDE: Incurs $534,000 Net Loss in Third Quarter
STANADYNE HOLDINGS: Incurs $1.4 Million Net Loss in Third Quarter
SUNRISE REAL ESTATE: Delays Filing of 3rd Quarter Form 10-Q
SWIFT ENERGY: Moody's Assigns 'B3' Rating to New Senior Notes

SWIFT ENERGY: S&P Assigns 'B+' Rating to $250-Mil. Senior Notes
T3 MOTION: Incurs $1.2 Million Net Loss in Third Quarter
THERMOENERGY CORP: Incurs $6.3 Million Net Loss in 3rd Quarter
TRANS-LUX CORPORATION: Delays Filing of 3rd Qtr. Form 10-Q
VERENIUM CORP: Files Form 10-Q, Posts $5.7MM Q3 Net Income

UNITED STATES: Postal Service Forecasts $14.1-Bil. Loss in 2012
UNIVAR INC: S&P Raises Corp. Credit Rating to B+; Outlook Stable
UNIVERSAL BIOENERGY: Delays Filing of Third Quarter Form 10-Q
VERIFONE SYSTEMS: S&P Affirms 'BB-' Corporate Credit Rating
VIASPACE INC: Incurs $207,000 Net Loss in Third Quarter

VERTICAL COMPUTER: Incurs $274,000 Third Quarter Net Loss
VUZIX CORP: In Default Under Two Loan Agreements
WEST PENN: S&P Affirms 'B+' Rating on $737MM Fixed-Rated Bonds
Z TRIM HOLDINGS: Delays Filing of Third Quarter Form 10-Q

* Court Denies Certiorari on Bankruptcy Case
* Federal Housing Administration Audit Sees Possible Bailout Need
* DOJ Says Former Stockbroker Arrested On Wire Fraud Charges

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix



                            *********

78 FIRST: Taps Philip Keith to Prosecute MS Mission Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized 78 First Street, LLC, to employ Philip Keith as
litigation counsel.

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

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

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

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

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

                       About 78 First Street

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

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

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


78 FIRST: Appoints Colliers International as Appraiser
------------------------------------------------------
78 First Street, LLC, and various affiliates ask permission from
the U.S. Bankruptcy Court for the Northern District of California
to employ Colliers Parrish International, Inc., as appraiser.

Colliers International estimates that it will require at least 45
days to complete the appraisal.

Colliers International does not hold a prepetition claim against
any of the Debtors.  Although First Street Holdings NV, LLC
scheduled Colliers International with an unsecured claim of
$3,000, this is from an old invoice and the Debtor does not owe
Colliers International any amount on account of the invoice.

Colliers International has previously appraised the Debtors'
assets.  In addition, Colliers International has provided
appraisals for other assets ultimately managed by David Choo, a
principal of the Debtors.

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

The Debtors understand that their obligation to pay fees and costs
is subject to the Guidelines for Compensation and Expense
Reimbursement of Professionals and Trustees, promulgated by the
United States Bankruptcy Court for the Northern District of
California, and payment of such fees and costs are subject to
prior court approval.

                       About 78 First Street

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

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

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

Philip Keith is the Debtors' litigation counsel.


ACCESS PHARMACEUTICALS: Reports $350,000 Third Quarter Net Income
-----------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $350,000 on $1.04 million of total revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$12.72 million on $127,000 of total revenues for the same period a
year ago.

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 also reported a net loss of $2.81 million on
$1.34 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $9.84 million on
$334,000 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.22 million in total assets, $25.68 million in total
liabilities, and a $23.46 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.

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

                        http://is.gd/Rb5sxv

                    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.


ADINO ENERGY: Incurs $401,000 Net Loss in Third Quarter
-------------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $401,289 on $593,123 of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $162,913
on $389,019 of total revenues for the same period during the prior
year.

The Company also reported a net loss of $851,570 on $1.67 million
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $84,134 on $1.51 million of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.55 million in total assets, $6.57 million in total liabilities,
and a $3.01 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations and
maintains a working capital deficit.

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

                        http://is.gd/0uQqW3

On Nov. 3, 2011, Adino Energy purchased all unencumbered assets of
AOS 1A, LP and AOS 1-B, LP, limited partnerships managed by Ashton
Oilfield Services, Inc.  The consideration for this purchase was
100,000 shares of Adino's Class "B" Preferred Stock Series 1, as
follows: 95,534 shares to AOS 1A, and 4,466 shares to AOS 1-B.
The Preferred Stock will be convertible into common shares at AOS
1A or AOS 1-B's option at any time after six months, provided that
(a) no conversion may be made during the first six months, (b)
after the first six months, only 25% of the Preferred Stock may be
converted to common stock, and (c) each month thereafter, only up
to 12.5% of the Preferred Stock may be converted to common stock.
The Preferred Stock will have other terms as determined by Adino's
Board of Directors.  The number of shares of Preferred Stock was
chosen to conform to the agreed upon value of $1,500,000 for the
assets.

On Nov. 7, 2011 Adino amended its articles of incorporation in
order to change the designation of its Class B Preferred Stock
Series 1.  The amendment to the articles of incorporation is as
follows:

   (a) The number of authorized shares of Class B Preferred Stock
       Series 1 is 666,680 shares with a par value of $0.001 per
       share.

   (b) Beginning on the date that is six months from the date of
       issuance of the Class B Preferred Stock Series 1, any
       holder of Class B Preferred Stock Series 1 may convert up
       to 25% of such stockholder's initial holdings of Class B
       Preferred Stock Series 1 into fully paid and non assessable
       shares of common stock of the Company at the rate of 100
       shares of common stock per share of Class B Preferred Stock
       Series 1.  Every month thereafter, any holder of Class B
       Preferred Stock Series 1 may convert up to 12.5% of such
       stockholder's initial holdings of Class B Preferred Stock
       Series 1 into fully paid and non assessable shares of
       common stock of the Company at the rate of 100 shares of
       common stock per share of Class B Preferred Stock Series 1.

   (c) Conversion of Class B Preferred Stock Series 1 may be
       effected by giving to the Secretary of the Company written
       notice of conversion, accompanied by the surrender of the
       certificates of the stock to be converted, duly endorsed,
       along with any other information or documents reasonably
       requested by the Secretary to effect the conversion.

   (d) The shares of Class B Preferred Stock Series 1 shall not
       have any voting rights.

   (e) The preferential amount payable with respect to shares of
       Class B Preferred Stock Series 1 in the event of voluntary
       or involuntary liquidation, dissolution, or winding up will
       be an amount equal to $15.00 per share.

On or about Oct. 12, 2011, Adino Energy Corporation signed a
letter of intent to purchase all of the assets of Ashton Oilfield
Services, AOS 1A, and AOS 1-B . The purchase price is $6,000,000
payable in Adino's preferred stock with a conversion price of
$0.15 per share of Adino's common stock.  The parties agreed that
partial closing of the purchase would occur once the sellers
received clear title to the assets subject to the agreement.  The
Asset Purchase Agreement is the first partial closing.

                         About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


AGY HOLDING: Incurs $7.8 Million Third Quarter Net Loss
-------------------------------------------------------
AGY Holding Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $7.87 million on $46.60 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of
$6.71 million on $45.56 million of net sales for the same period
during the prior year.

The Company reported a net loss of $14.57 million on
$183.67 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $93.51 million on $153.85 million of
net sales during the prior year.

The Company also reported a net loss of $21.10 million on
$141.54 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $17.64 million on
$140.44 million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$294.72 million in total assets, $288.21 million in total
liabilities, $233,000 in obligation under put/call for
noncontrolling interest and $6.27 million in total shareholders'
equity.

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

                        http://is.gd/c6D56h

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                           *     *     *

AGY Holding carries a 'CCC+' corporate credit rating from Standard
& Poor's Ratings Services.  In December 2009, S&P lowered the
rating to 'CCC+' from 'B'.  "The downgrade follows S&P's ongoing
concern on operating performance, including S&P's expectation for
very weak credit metrics for 2009, weak liquidity relative to
interest payments and operating requirements in 2010, and
integration concerns related to the large $72 million acquisition
-- with a $20 million cash component -- of AGY Hong Kong Ltd.,"
said Standard & Poor's credit analyst Paul Kurias.


ALLIED DEFENSE: Has $44.2 Million in Net Assets in Liquidation
--------------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $39.40 million on $0 of revenue for the three months
ended Sept. 30, 2010.  The Company also reported net income of
$24.58 million on $0 of revenue for the nine months ended
Sept. 30, 2010.

The Company's consolidated statements of net assets showed
$47.80 million in total assets, $3.56 million in total
liabilities, and $44.24 million in net assets in liquidation.

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

                        http://is.gd/UNb4l3

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.

The Company's balance sheet at June 30, 2011, showed
$48.22 million in total assets, $3.78 million in total
liabilities, and $44.44 million in net assets in liquidation.

               Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.


AMARU INC: Incurs $341,900 Net Loss in Third Quarter
----------------------------------------------------
Amaru, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
including noncontrolling interest of $341,977 on $103 of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss including noncontrolling interest of $112,423 on $1,386 of
total revenue for the same period during the prior year.

The Company also reported a net loss including noncontrolling
interest of $1.25 million on $4,342 of total revenue for the nine
months ended Sept. 30, 2011, compared with a net loss including
noncontrolling interest of $745,291 on $45,737 of total revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.86 million in total assets, $3.42 million in total liabilities,
and a $566,201 total stockholders' deficit.

As reported in the TCR on April 26, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, expressed substantial doubt
about Amaru, Inc.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has sustained accumulated losses from
operations totaling $38.5 million at Dec. 31, 2010.

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

                        http://is.gd/mP5oa8

                         About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.


AMBAC FINANCIAL: Plan Voting Deadline Extended to Jan. 2
--------------------------------------------------------
Ambac Financial Group, Inc. disclosed that, in order to provide
holders of claims against Ambac Financial with additional time to
review the terms of any proposed settlement with the Department of
the Treasury -- Internal Revenue Service and vote to accept or
reject the Second Amended Plan of Reorganization of Ambac
Financial, dated Sept. 21, 2011, the Plan voting deadline has been
extended to Jan. 4, 2012.  In addition, the Plan objection
deadline has been extended to Dec. 30, 2011 and the Bankruptcy
Court hearing relating to the confirmation of the Plan has been
rescheduled for Jan. 19, 2012.

                      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).


AMERICA WEST: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
America West Resources, Inc., is in the process of preparing and
reviewing the financial and other information to be disclosed in
the Quarterly Report on Form 10-Q for the period ended Sept. 30,
2011, and  management does not believe the Form 10-Q can be
completed on or before the prescribed due date without
unreasonable effort or expense.

                         About America West

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

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

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

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


AMERICAN GREETINGS: Moody's Raises Corp. Family Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded American Greetings Corp's
Corporate Family Rating to Ba1 from Ba2 and assigned a Ba2 rating
to the new $225 million senior unsecured notes. The following
ratings were also upgraded: Probability-of-Default Rating to Ba1
from Ba2 and the Revolving Credit Facility Rating to Baa2 from
Baa3. The Speculative Grade Liquidity Rating was affirmed at SGL-
1. The rating on the existing notes will be withdrawn upon
closing. The outlook is stable.

"Despite significant turmoil in the macro economy, American
Greetings was able to increase its revenue in each of the first
two quarters of fiscal 2012," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. This is significant because
revenue fell in each quarter in fiscal 2011. "While we don't think
the 7.6% revenue increase in the 2nd quarter will hold up for the
rest of the year, Moody's thinks it will modestly improve for the
full year," noted Cassidy. The upgrades reflect Moody's increasing
comfort that revenue and margins will materially stay at about the
same levels in the near to mid-term or possibly increase slightly,
despite increasing macro economic uncertainty around the world.

RATINGS RATIONALE

American Greetings Ba1 Corporate Family Rating reflects the
business risks inherent in the greeting card industry, which is
characterized by low or in some cases declining growth rates, its
modest size with revenue around $1.6 billion, weak consumer
branding and heavy competition. The rating also considers the
possibility of American Greetings being modestly more aggressive
with shareholder returns after a couple of years of modest
activity. The ratings are supported by the company's position in
the U.S. greeting card industry as one of the two leading
companies, its long operating history of over 100 years,
predictable demand for its products, and important relationships
with retail customers. A key element to American Greetings' rating
is its efficient cost structure and recent strategic acquisitions
and disposition of its retail operations. This has resulted in
strong credit metrics with debt/EBITDA around 2 times and retained
cash flow/net debt over 50%. Moody's believes stronger credit
metrics are necessary to balance the mature nature of American
Greetings' business. Moody's expects credit metrics to weaken in
2013 as the company builds a new corporate headquarter costing
between $150 million and $200 million and finances more than half
of the purchase with debt. The remainder will be paid for with
cash.

An upgrade is not likely in the near term. The rating could be
upgraded over the longer term if revenue increases on a sustained
basis and credit metrics improve from current levels.
Specifically, debt/EBITDA would need to be sustained below 1.5
times and retained cash flow/net debt should be sustained no lower
than 35%. Successful integration of the Watermark Publishing
acquisition and continued stability in financial policies are also
factors that will be considered. The company's capital structure
with the Weiss brothers having super voting interests will also be
considered.

The rating could be downgraded if the company increases leverage
to fund shareholder returns or acquisitions such that debt to
EBITDA approaches 3 times on a sustained basis or EBITA/interest
approached 2.5 times on a sustained basis.

The stable outlook reflects Moody's belief that American Greetings
operating performance will likely remain at or close to current
levels in the near to mid-term. An increase in debt to partially
fund the new corporate headquarter building is reflected in the
stable outlook.

Rating Assigned:

Senior Unsecured Notes Due 2021 at Ba2 (LGD 5, 72%);

Ratings Upgraded:

Corporate Family Rating to Ba1 from Ba2;

Probability-of-Default Rating to Ba1 from Ba2;

$350 million revolving credit facility expiring 2015 to Baa2 (LGD
2, 18%) from Baa3 (LGD 2, 19%);

Rating Affirmed:

Speculative Grade Liquidity Rating at SGL-1

The principal methodology used in rating American Greetings was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.6 billion for the twelve months ended
August 30, 2011.


AMERICAN GREETINGS: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its corporate credit
rating of 'BB+' on Ohio-based American Greetings Corp. "At the
same time, we affirmed our 'BBB' rating on the company's $350
million secured revolving credit facility due 2015. The recovery
rating remains unchanged at '1', indicating our expectation of
very high recovery (90% to 100%) in the event of a payment
default," S&P said.

"At the same time, we assigned a preliminary 'BB+' senior
unsecured debt rating to the company's proposed Rule 415 universal
shelf filing. We also assigned a 'BB+' rating to American
Greetings' proposed new $225 million of senior unsecured notes due
2021. The recovery rating is '3', indicating our expectation that
lenders would receive meaningful (50% to 70%) recovery in the
event of a payment default. The notes will be issued under the
company's Rule 415 shelf registration. We expect the net proceeds
from the offering to repay the company's existing $222 million
senior unsecured notes due to mature in June 2016," S&P said.

"Our rating affirmation reflects the company's strong credit
metrics and our expectation for the company to maintain moderate
financial policies, despite acquisitions, and strong liquidity,"
said Standard & Poor's credit analyst Stephanie Harter. "The
proposed refinancing will extend American Greetings' debt maturity
profile."

"American Greetings is the second-largest manufacturer and
distributor of greeting cards and other social expression products
(behind Hallmark Cards Inc., unrated) in the United States.
Standard & Poor's believes the industry's low growth and mature
characteristics will continue to constrain growth in the company's
core greeting card business. Therefore, we believe sales and
EBITDA growth will be largely dependent on the company's ability
to drive greeting card sales and increase operating efficiencies,"
S&P said.

"The company's credit measures have remained relatively stable
over the past year, primarily thanks to debt reduction," said Ms.
Harter. "Despite increased uses of working capital and capital
expenditures, we expect debt levels to remain near current
levels."

The rating outlook is positive. Standard & Poor's expects the
company's operating performance to remain stable, despite the
possibility of a weaker sales mix from a slow economic recovery in
the U.S.


AMERICAN NATURAL: Reports $474,000 Net Income in Third Quarter
--------------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $474,022 on $607,107 of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$475,388 on $608,891 of revenue for the same period during the
prior year.

The Company also reported a net loss of $168,698 on $1.92 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.02 million on $2.24 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$17.04 million in total assets, $9.49 million in total
liabilities, and $7.55 million in total stockholders' equity.

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

                      http://is.gd/ZMRGHy

                     About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

As reported by the TCR on April 5, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss in 2010 and has a
working capital deficiency and an accumulated deficit at Dec. 31,
2010.


AMERICAN PATRIOT: Incurs $82,991 Net Loss in Third Quarter
----------------------------------------------------------
American Patriot Financial Group, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $82,991 on $1.09 million of total
interest and dividend income for the three months ended Sept. 30,
2011, compared with a net loss of $59,078 on $1.26 million of
total interest and dividend income for the same period a year ago.

The Company reported a net loss of $2.29 million on $5.04 million
of total interest and dividend income for the year ended Dec. 31,
2010, compared with a net loss of $4.02 million on $6.23 million
of total interest and dividend income during the prior year.

The Company also reported a net loss of $996,612 on $3.02 million
of total interest and dividend income for the nine months ended
Sept. 30, 2011, compared with a net loss of $1.38 million on $4.04
million of total interest and dividend income for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$94.42 million in total assets, $93.21 million in total
liabilities and $1.21 million in total stockholders' equity.

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

                        http://is.gd/3XgJrs

                       About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

As reported by the TCR on April 6, 2011, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past four years resulting in a retained
deficit of $5,946,761.  At Dec. 31, 2010, the Company and its
subsidiary were significantly undercapitalized based on regulatory
standards and has consented to an Order to Cease and Desist with
its primary federal regulator that requires, among other
provisions, that it achieve regulatory capital thresholds that are
significantly in excess of its current actual capital levels.  The
Company's nonperforming assets have increased significantly during
2010 and 2009 related primarily to deterioration in the credit
quality of its loans collateralized by real estate.  The Company,
at the holding company level, has a note payable that was due Feb.
28, 2011; however, the Company does not currently have sufficient
funds to pay off this note and it is uncertain whether the lender
will renew the note, or whether the Company can raise sufficient
capital to pay off the note.  This note is securitized by 100% of
the stock of the subsidiary.


AMERICAN STEAMSHIP: S&P Lifts Counterparty Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on American Steamship Owners Mutual
P&I Assoc. Inc. (American Club) to 'BB+' from 'BB'. The outlook is
stable.

"The upgrade reflects American Club's improved underwriting
performance over the past couple of years, improvement in risk-
based capital adequacy, and a modest improvement in its
competitive position," said Standard & Poor's credit analyst
Siddhartha Ghosh. The club's generally accepted accounting
principles (GAAP) combined ratio (excluding unbudgeted calls)
improved to 98% in 2010 from 110.1% in 2009 and 114.1% in 2008. A
favorable claims environment helped improve the underwriting
results. Also supporting the rating is improvement in American
Club's risk-based capital adequacy based on Standard & Poor's
statutory capital model, in part because of significant growth in
the club's surplus to $71.4 million as of year-end 2010 from $48.2
million as of year-end 2009. The club's increased surplus in
recent years is mainly because of supplemental calls, improved
underwriting results, and net realized capital gains. The quality
of American Club's capital remains a rating weakness because of
high volatility in its surplus from potential large swings in the
equity markets, which occurred in 2008 and early 2009. Management
is addressing this risk factor through further reduction in its
equity holdings relative to the overall portfolio. For example,
the ratio of American Club's equity to surplus as of Sept. 30,
2011, has declined to 24.5% compared with 31.8% as of year-end
2010.

"We consider American Club's competitive position to be good, and
it is gradually improving as the club focuses on improving quality
of risks as it evaluates the historical performances of members at
every renewal. The club has grown its gross tonnage (GT) in Asia,
particularly in China. The club's protection and indemnity (P&I)
business grew to 16.1 million GT as of Sept. 20, 2011, since its
recent renewal on Feb. 20, 2011," S&P said.

"The stable outlook reflects Standard & Poor's expectation that
American Club will continue to improve its underwriting
performance with a GAAP combined ratio excluding any unbudgeted
calls of about 100% over the next two years. Additionally, we
expect the club to grow its surplus over the next two years, which
will enhance its risk-based capital adequacy based on our capital
model. Standard & Poor's also expects American Club to maintain
good underwriting discipline and good risk selections by focusing
on profitability as the key driver behind growth, especially from
Asia, which has been the focus of the club's growth strategy in
the past few years. We expect American Club's equity holdings as a
percentage of its surplus to remain at about 25% at the most over
the next couple of years as management remains focused on reducing
equity tolerances in its investment portfolio. We believe the
club's current growth strategy in Asia will continue, particularly
in China where more businesses are being generated because of
strong demands for P&I coverages and the club's fully operational
branch office in China," S&P said.

"Standard & Poor's doesn't expect to raise the rating on American
Club within the next two years unless there is a significant
improvement in its risk-based capital adequacy as per Standard &
Poor's capital model and the club continues to meet all our
expectations with regard to underwriting performance and its
competitive position. However, if the club does not meet our
expectations in the next two years, materially increases its
equity holdings relative to the total investment portfolio, or its
surplus drops significantly, we could lower the rating," S&P said.


AMR CORP: Absence of Deal Could Prompt Chapter 11 Filing
--------------------------------------------------------
Fitch relates 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.

According to Fitch, 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.

Fitch says "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," notes Fitch.


AMR CORP: American Air Pilots' Union Rejects Latest Contract Offer
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review Cap reports that union leaders
for American Airlines pilots rejected the latest contract offer
from American parent AMR Corp., but said they remain "ready and
willing" to resume stalled negotiations that are seen as vital for
AMR to avoid bankruptcy.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the board of AMR Corp., parent of American Airlines,
may be discussing whether or when filing for Chapter 11
reorganization may be necessary given the inability to negotiate a
labor-saving contract with the pilots' union.  The board meets
Nov. 16.

As reported in the Troubled Company Reporter on Nov. 16, 2011,
Fitch Ratings said in a statement that the absence of progress 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.

                     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.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

                           *     *     *

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.


ANDRONICO'S MARKETS: Can Employ Kerri Bercik as Special Counsel
---------------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California has authorized Andronico's
Markets, Inc., to employ the Law Offices of Karrie L. Bercik, JD,
LLM, as special counsel to represent the Debtor on tax law issues.

Ms. Bercik specializes in all areas of tax law involving
corporations, partnerships and individuals.  Additionally,
Ms. Bercik is knowledgeable on the particular tax consequences
resulting from acquiring or liquidating interests and assets in
bankruptcy cases.

Bercik has agreed to provide these services for the Debtor:

   a. perform legal services related to matters involving tax law
   issues, including reviewing and drafting documentation and
   instruments relative to the proposed sale transaction; and

   b. provide services pertaining to other related tax law matters
   as may be required by the Debtor.

Ms. Bercik will be employed on an hourly basis, at the rate of
$500 per hour.  The Debtor has also agreed that Ms. Bercik will be
reimbursed for her out-of-pocket expenses incurred in connection
with this case.

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

Ms. Bercik can be reached at:

         Karrie L. Bercik, Esq.
         BERCIK & ROBERTS, LLP
         Steuart Tower, Suite 1640
         One Market Plaza
         San Francisco, California 94105
         Tel: (415) 974-1693
         Fax: (415) 974-5374

                     About Andronico's Markets

Andronico's Markets, Inc., aka Andronico's Community Markets, is
an independent, specialty supermarket operator in the San
Francisco Bay Area.  Founded in 1929, the Company operates seven
stores in prime upscale urban and suburban locations in Berkeley
(four stores), San Francisco, Los Altos, and San Anselmo.
Andronico's is a California C-corporation, owned by Solano
Enterprises LLC.  The ownership of Solano Enterprises LLC is
divided among various Andronico family members.

Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman, LLC, serves as financial advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.


APPLIED MINERALS: Incurs $1.9 Million Net Loss in Third Quarter
---------------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss from exploration stage before discontinued operations of
$1.93 million on $22,804 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss from exploration stage
before discontinued operations of $1.29 million on $0 of revenue
for the same period during the prior year.

The Company also reported a net loss from exploration stage before
discontinued operations of $5.60 million on $85,971 of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
from exploration stage before discontinued operations of $3.53
million on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.91 million in total assets, $4.41 million in total liabilities
and $499,548 in total stockholders' equity.

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

                        http://is.gd/iid7eU

                      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.

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.


AQUILEX HOLDINGS: Has $15MM Loan; Forbearance Extended to February
------------------------------------------------------------------
Aquilex Holdings LLC reached an agreement for $15 million in
incremental debt financing from a group of senior noteholders led
by affiliates of Centerbridge Partners, L.P.  This investment,
which is expected to close and be fully funded by Nov. 16, 2011,
represents an important first milestone in the Company's financial
restructuring process and increases the Company's liquidity to
$33.5 million when coupled with its existing cash on hand of
$18.5 million, as of Nov. 14, 2011.  The additional liquidity,
which is being provided pursuant to a second-lien senior secured
credit facility, will help ensure that Aquilex's operations
continue in the normal course while the Company continues to
engage in constructive negotiations with lenders and senior
noteholders regarding a consensual balance sheet restructuring.

"We are pleased to have reached an agreement for a $15 million
investment from our largest senior noteholders, which will provide
us with incremental liquidity and represents the first major
milestone in our financial restructuring efforts.  The actions by
our senior noteholders and lenders are a strong sign of support
for the Company in this process," said Bill Varner, President and
Chief Executive Officer of Aquilex.  "This additional liquidity
will help ensure that business continues as usual for our
employees, customers and vendors as we continue to engage in
active and constructive negotiations with our lenders and senior
noteholders regarding a consensual balance sheet restructuring
that would significantly deleverage the Company's balance sheet,
enhance the financial flexibility of Aquilex, and allow us to
reinvest in the business to better support our customers."

He continued, "Throughout this restructuring process, we will
focus on minimizing any impact on our customers, vendors and
suppliers, who should not experience any changes or disruption in
the high quality services they have come to expect from Aquilex.
We intend to honor vendor contracts under normal terms and expect
service to customers will continue without interruption during
this process.  We appreciate the continued support of our
employees, customers and vendors as we shape Aquilex into a world-
class provider of solutions to the energy services industry."

In connection with the financing agreement, Aquilex's lenders have
agreed to extend the previously announced forbearance agreement
from Dec. 8, 2011, to Feb. 3, 2012.  As part of the amended
forbearance agreement, the Company's lenders have agreed not to
take any action relating to a potential financial covenant default
as a result of the Company's fourth quarter 2011 financial
performance.  Separately, a majority of the Company's senior
noteholders have agreed to forbear until Feb. 3, 2012, from taking
any legal action if the Company determines not to pay the $12.5
million interest payment on the Company's senior notes due on
Dec. 15, 2011.

The Company anticipates that it will reach an agreement-in-
principle on the terms of the financial restructuring by Dec. 15,
2011.  While the plan has not yet been finalized, the Company
expects that the potential transaction will result in a
substantial reduction in the level of its debt and increased
financial flexibility.  Aquilex expects the cornerstones of the
restructuring to include a substantial new equity investment by
the senior noteholders, which will provide additional liquidity
for working capital purposes and a significant paydown of the
Company's secured debt.  Aquilex expects that, as part of the
restructuring, the Company's senior notes would be exchanged for
common equity of the Company pursuant to an out-of-court
restructuring or a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code, which the Company currently expects would be a
"pre-packaged" bankruptcy filing.  In the event of such a filing,
the Company expects that the closing of the restructuring would
take place as soon as 45 to 60 days thereafter and the proceedings
would not affect its customers, vendors or employees.  As part of
the closing of the transaction, the Company expects that
affiliates of Centerbridge Partners, L.P. would become the
controlling shareholder of Aquilex.

Rothschild Inc. is acting as financial advisor and investment
banker and Richards, Layton & Finger is acting as legal advisor to
Aquilex in connection with the restructuring.  Alvarez & Marsal is
acting as restructuring advisor to the Company.

The Company noted that the foregoing represents only its current
expectations and is subject to numerous assumptions, including the
receipt of sufficient support for its restructuring plan from its
existing creditors.  Additional information is available in the
Company's filings with the Securities and Exchange Commission,
including but not limited to its Quarterly Report on Form 10Q for
its third quarter of 2011, as filed with the SEC on Nov. 14, 2011.

                       About Aquilex Holdings

Aquilex Holdings LLC is the parent of Aquilex Corporation, a
leading provider of critical maintenance, repair and industrial
cleaning solutions to the energy industry. Through our divisional
and branch offices in the United States and Europe, we provide our
services to a diverse global base of over 600 customers, primarily
in the oil and gas refining, chemical and petrochemical
production, fossil and nuclear power generation and waste-to-
energy industries.

The Company reported a net loss of $13.9 million on $226.6 million
of revenues for the six months ended June 30, 2011, compared with
a net loss of $25.1 million on $213.3 million of revenues for the
same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$670.5 million in total assets, $490.9 million in total
liabilities, and stockholders' equity of $179.6 million.

The Company's Credit Agreement requires it to maintain certain
financial ratios, including a minimum ratio of Adjusted EBITDA to
total interest expense and maximum ratios of total debt and senior
secured debt to Adjusted EBITDA.

"While the Company was in compliance with its debt covenants as of
June 30, 2011, based on current business conditions and forecast,
there can be no assurance that the Company will be in compliance
with those covenants as of Sept. 30, 2011, or thereafter," the
Company said in its Form 10-Q for the quarter ended June 30, 2011.

                           *     *     *

As reported by the TCR on Oct. 24, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aquilex Holdings
LLC to 'CCC-' from 'CCC+'.  The rating actions reflect Aquilex's
weak liquidity, as the company breached its financial covenants in
the third quarter of 2011 and is now operating under a forbearance
agreement expiring Dec. 8, 2011.


ARCADIA RESOURCES: Incurs $3.2 Million Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Arcadia Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.19 million on $20.42 million of revenue for the
three-month period ended Sept. 30, 2011, compared with a net loss
of $2.89 million on $20.93 million of revenue for the same period
a year ago.

The Company reported a net loss of $14.35 million on
$100.04 million of revenues for the fiscal year ended March 31,
2011, compared with a net loss of $31.09 million on $98.08 million
of revenues for the fiscal year ended March 31, 2010.

The Company also reported a net loss of $5.98 million on $40.86
million of revenue for the six-month period ended Sept. 30, 2011,
compared with a net loss of $6.93 million on $41.29 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$23.69 million in total assets, $49.52 million in total
liabilities, and a $25.82 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

                        Bankruptcy Warning

The Company continues to generate negative cash flows on a
consolidated basis.  As of Sept. 30, 2011, the Company has $42.3
million of outstanding debt, of which $37.8 million is due in or
before April 2012.  As of Sept. 30, 2011, 193 million of the 300
million authorized shares of common stock were outstanding.  The
Company's stock price as of Sept. 30, 2011, was $0.025.  The
Company has received notices of default from its two secured
lenders, Comerica Bank and HD Smith.  The Company intends to sell
or wind down its Pharmacy segment operations and is analyzing the
various alternatives for its Services segment, which includes the
divestiture of the business.  If these sale transactions are
consummated, it is highly unlikely that proceeds from these
transactions will be adequate to pay down all of the secured debt
and a significant portion of the unsecured debt.  Additionally, it
is possible that issues of liquidity or other factors could cause
the Company to file a petition for relief under the United States
Bankruptcy Code or initiate other reorganization proceedings.

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

                        http://is.gd/ZFmumJ

                     About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program. The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."


ATLANTIC & PACIFIC: Wins Broad Test-Case Appeal
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. did bankrupt
companies a favor by winning an appeal over power companies
complaints that a two-week security deposit was inadequate.  The
22-page opinion on Nov. 14 by U.S. District Judge Cathy Seibel
knocked down several arguments utility companies often make in
pursuit of larger security deposits.

The case involved Section 366 of the Bankruptcy Code where
companies in bankruptcy, including Chapter 11, are required to
give utilities "adequate assurance" that future bills will be
paid.  A&P proposed creating an escrow deposit with $7.45 million,
representing two weeks of utility service.  U.S. Bankruptcy Judge
Robert Drain agreed that two weeks was sufficient.  Utilities took
an expedited appeal, and A&P won.

The report relates that Judge Seibel's opinion is most notable for
her disagreement with an interpretation of Section 366 proffered
by the utilities.  The power companies contended that a bankrupt
company must first give utilities the security deposits they
demand and then ask the bankruptcy court for permission to reduce
the deposits.

Judge Seibel said the utilities' statutory interpretation was
"contrary to the clear language of the statute."  She also said
that the utilities' proposal was "unworkable."  The district judge
rejected several other stock arguments often made by utility
companies opposing a bankrupt's adequate assurance proposal.
Among them, Judge Seibel rejected the argument that the bankruptcy
court must defer to state regulations in determining the size of a
security deposit.

The appeal is Long Island Lighting Co. v. The Great Atlantic &
Pacific Tea Co. Inc. (In re The Great Atlantic & Pacific Tea Co.
Inc.), 11-1338, U.S. District Court, Southern District New York
(White Plains).

                  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.


AURASOUND INC: Incurs $23,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
AuraSound, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $23,748 on $15.12 million of net revenue for the three months
ended Sept. 30, 2011, compared with net income of $35,453 on
$10.97 million of net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$34.82 million in total assets, $28.89 million in total
liabilities, all current, and $5.92 million in total stockholders'
equity.

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

                       http://is.gd/14JNPE

                       About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
During the year ended June 30, 2011, the Company had negative cash
flow from operating activities amounting to $1,909,846, and an
accumulated deficit of $36,884,905.


AVANTAIR INC: Files Form 10-Q, Incurs $1.7MM Q1 Fiscal 2012 Loss
----------------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.70 million on $38.21 million of total 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'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.

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

                        http://is.gd/yEV6TJ

                        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.


AVISTAR COMMUNICATIONS: Files Form 10-Q, Posts $493,000 Q3 Income
----------------------------------------------------------------
Avistar Communications Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $493,000 on $3.92 million of total revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $1.50 million on $2.23 million of total revenue for the
same period during the prior year.

The Company also reported a net loss of $4.11 million on
$6.78 million of total revenue for the nine months ended Sept. 30,
2011, compared with net income of $6.32 million on $18.03 million
of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$6.60 million in total assets, $17.47 million in total liabilities
and a $10.86 million total stockholders' deficit.

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

                         http://is.gd/BteoZV

                    About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


AXION INTERNATIONAL: Incurs $1.7 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $1.70 million on $698,758 of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$579,062 on $409,460 of revenue for the same period during the
prior year.

The Company also reported a net loss of $6.57 million on
$2.18 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $4.46 million on $1.25 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.96 million in total assets, $2.37 million in total liabilities,
$6.59 million in 10% convertible preferred stock, and a $3 million
total stockholders' deficit.

"Axion is pleased to announce its third quarter financial
results," said Steve Silverman, Axion's President and Chief
Executive Officer.  "In the third quarter Axion experienced
sizable growth from the same period last year and we also
undertook our first capacity expansion through our new third-party
manufacturing facility in Waco, Texas.  As with any new systems,
we hit some bumps along the way and it took three months longer
than expected, but our hats are off to the team as they did a
great job overcoming these obstacles and got the facility
operational with solid results.  We are now in the process of
setting up a second production line in the Waco facility."

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

                        http://is.gd/e2Kquy

                    About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.


BELFOR HOLDINGS: Moody's Assigns Ba2 Rating to $50MM Term Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the planned
$50 million first-lien incremental term loan of Belfor Holdings
Inc. All other ratings, including the Ba3 corporate family and B1
probability of default rating remain unchanged. The rating outlook
is stable. Proceeds of the planned incremental term loan will
reduce revolver borrowings and help restore a liquidity profile
that has weakened due to working capital growth.

RATINGS RATIONALE

Belfor's Ba3 corporate family rating continues unchanged because
Moody's anticipates significant near-term free cash flow and
better EBITDA margin upcoming. Substantial year-over-year revenue
growth in Q2 and Q3- 2011 grew accounts receivable, and revolver
borrowings, diminishing liquidity. The additional debt will
restore financial flexibility. Moody's notes that liquidity
diminished, in part, because profits have not grown in-step with
revenues as a greater proportion of non-flood related work in the
revenue mix hurt margins. Moody's anticipates a reversal of the
margin decline as the company's pending work pipeline includes a
more balanced mix. Further, the accounts receivable turnover rate
fell in 2011 as payments by insurance companies slowed as claim
volumes rose; turnover rates should improve once the claims surge
normalizes.

The stable outlook reflects Belfor's experience, operating
efficiency and scale in the highly fragmented disaster recovery
services niche. Revenues, earnings, and cash flow in the business
can fluctuate with the unpredictable frequency and severity of
natural and other disasters. Moody's anticipates liquidity profile
adequacy once the $50 million incremental term loan closes.
Expectation of higher margins and free cash flow add confidence
that credit metrics will soon attain levels on par with the
rating. The outlook anticipates debt reduction or internal funding
of acquisitions in 2012, both of which should also raise financial
ratio covenant compliance headroom.

Downward rating pressure would grow with debt to EBITDA remaining
above 4x, return on assets remaining below 3%, or free cash flow
to debt remaining below 5%. Expectation of a weak liquidity
profile would also negatively pressure the rating. Upward rating
momentum, not currently anticipated, would develop with debt to
EBITDA below 3x, EBIT to interest approaching 4x and free cash
flow to debt above 10%. Expectation of a good liquidity profile
would also likely accompany a higher corporate family rating.

The ratings are:

Belfor Holdings, Inc.

Corporate Family, unchanged at Ba3

Probability of Default, unchanged at B1

Outlook, Stable

Belfor USA Group, Inc.

$50 million incremental first-lien term loan A due 2016, assigned
at Ba2, LGD2, 24%

$125 million first-lien revolver due 2016, unchanged at Ba2, LGD2,
24%

$85 million first-lien term loan A due 2016, unchanged at Ba2,
LGD2, 24%

$260 million term loan B due 2017, unchanged at Ba2, LGD2, 24%

Outlook, Stable

Through its subsidiaries, Belfor Holdings, Inc. is a global damage
recovery and restoration provider, offering its services to
insurance companies, insurance intermediaries, industrial,
commercial and residential customers. Revenues over the last
twelve months ended September 30, 2011 were about $1.2 billion.

The principal methodology used in rating Belfor Holdings Inc. was
the Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


BELFOR USA: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and issue-level ratings on Birmingham, Mich.?based Belfor
USA Group Inc. (Belfor) in advance of the company's proposed $50
million incremental term loan A financing. "The company expects to
issue the term loan under its existing credit facility agreement
dated April 8, 2011 (an amendment is not required). However, in
light of the additional debt, we are revising our recovery ratings
on the credit facilities to '4' from '3', indicating our
expectation of an average recovery (30% to 50%) in the event of a
payment default," S&P said.

"The ratings incorporate Belfor's aggressive financial risk
profile, marked by significant debt and an acquisition-oriented
growth strategy, along with its fair business risk profile as a
global damage recovery and restoration services provider; its
extensive network of relationships with insurance companies and
other intermediaries; stable growth in the core business; and
limited capital spending requirements," said Standard & Poor's
credit analyst James Siahaan. "Partially offsetting factors
include a revenue base that is subject in part to the vagaries of
natural disasters, the typically high working-capital requirements
and customer concentrations that arise from such disaster-related
services, and modest profit margins in the base business."

"Belfor derives a substantial portion of its revenues from
repairing and restoring damage caused by small- and medium-size
events -- we view this as a reasonably predictable core business.
This base business has exhibited steady growth in recent years.
The company's services also include work on sizable hurricane-
related projects, which give rise to customer concentration. The
predictability of this portion of the business is far less certain
given the dependence on major weather events, which vary in the
frequency of occurrence as well as magnitude of damage. The
related cash flows are tied to the timing and receipt of insurance
proceeds, which can prolong collections. Competition in Belfor's
markets is highly fragmented and comprises regional firms that are
smaller, and have fewer service offerings and less capacity to
handle large hurricane-related projects. In contrast, Belfor
benefits from its ability to mobilize its skilled labor force
quickly. Consequently, we expect Belfor to continue to enjoy
satisfactory organic growth opportunities consistent with
its efforts to expand its geographic reach through new branch
openings and to increase its service capabilities," S&P stated.

Belfor's revenues, operating income, and profitability benefited
significantly from storms in 2005 through 2008, as the damage from
particularly severe hurricane seasons gave rise to an extended
tail of future revenues. However, storm-related revenues are
highly uncertain. As the company completed damage restoration and
reconstruction projects associated with past hurricanes, overall
operating margins have steadily declined during the past few
years. Still, despite the erosion in storm-related revenue and the
weak economy, revenue from the company's base business has
steadily grown by almost 13% while its base margin has shown solid
improvement in 2005-2010. Belfor has reduced costs globally and
has benefitted from acquisition-related contributions.

Belfor has completed roughly 50 transactions since 1999 for a
total of more than $250 million in revenue at the time of the
purchases. These acquisitions tend to be of the smaller, tuck-in
variety, and they help the company fuel growth and expand its
service offerings geographically. The company has demonstrated a
successful track record of integrating the many businesses it
acquires, and has been able to successfully execute its growth
strategy without stretching its financial risk profile.

"The outlook is stable. Key factors supporting the ratings include
Belfor's solid competitive position, its ability to exhibit stable
growth in its base business, and its opportunity to enjoy enhanced
earnings should any natural disaster-related projects arise. The
company benefits from a steady base of recurring revenues from
small- and medium-size damage-restoration projects, which
constitute the majority of its revenues; an extensive office
network around the U.S.; and good operating efficiencies. Belfor's
overall profitability and free cash generation were weak in the
first half of 2011 on a lower-margin mix of business along with
the continued lack of storm-related work. However, following the
company's stronger third-quarter performance, we believe that
Belfor's profitability will be supported in the near term since
the pace of order flow and backlog bookings have increased
rapidly. Through a combination of improving earnings and debt
reduction, we believe Belfor's FFO to debt ratio could return to
the 15% to 20% range over the next year -- we consider this
appropriate for the current ratings," S&P said.

"We could raise the ratings if the company's organic- and
acquisition-related growth improves operating performance so that
the FFO to adjusted debt regularly exceeds 20%," Mr. Siahaan
continued. "The unpredictable nature of hurricane-related revenues
and moderately aggressive debt leverage are negative credit
factors, but we believe these will most likely not lead to a
ratings downgrade in the next few quarters. Although demand for
Belfor's damage-restoration services is difficult to predict, we
recognize that a weaker economy could potentially erode pricing.
If Belfor's revenues contract by 8% and its EBITDA margins erode
by roughly 2% in the next year, then its FFO to debt would likely
approach 12%, and we could consider a downgrade."


BERNARD L. MADOFF: Trustee Files Motion to Knock Out ERISA Claims
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. filed papers to knock out claims where investors
contend they have status as "customers" as a result of the
Employee Retirement Income Security Act of 1974, commonly known as
ERISA.

Mr. Rochelle recounts that the bankruptcy judge previously
eliminated customer claims from investors in feeder funds who
weren't themselves customers of the Madoff firm.  The decision is
on appeal.  When the bankruptcy judge dismissed feeder fund
investors' claims, he didn't decide whether the ruling would apply
to that claiming customer status under ERISA.  Irving Picard, the
Madoff trustee, says that the ERISA statute has nothing to say
about who is or isn't a customer in a brokerage liquidation.

According to the report, Mr. Picard explains how the Securities
Investor Protection Act defines a customer as someone who has a
claim based on securities or cash the person gave the broker.
ERISA, Mr. Picard says, doesn't change the definition.  Anyone
opposing the trustee's effort to eliminate customer claims under
ERISA must file papers by Jan. 17.  The bankruptcy court scheduled
a hearing for May 23.

Mr. Rochelle notes that only creditors with customer claims are
entitled to a portion of the more than $8 billion the trustee has
collected in what's known as the fund of customer property.
General creditors don't participate in distributions from the
customer property fund.  General creditors will only be paid from
whatever assets the trustee collects that aren't deemed customer
property.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIOCORAL INC: Incurs $129,000 Net Loss in Third Quarter
-------------------------------------------------------
Biocoral, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $129,362 on $48,887 of net sales for the three months ended
Sept. 30, 2011, compared with a net loss of $158,214 on $64,234 of
net sales for the same period during the prior year.

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.

The Company also reported a net loss of $591,487 on $208,822 of
net sales for the nine months ended Sept. 30, 2011, compared with
a net loss of $485,577 on $212,079 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.57 million in total assets, $6.90 million in total liabilities,
and a $5.33 million total stockholders' deficit.

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

                       http://is.gd/a7S0zr

                       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.

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."


BIOFUEL ENERGY: Reports $2.5 Million Third Quarter Net Income
-------------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $2.55 million on $162.54 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.75 million on $114.74 million of net sales for the same period
during the prior year.

The Company also reported a net loss of $14.81 million on
$489.08 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $24.16 million on $312.03
million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$305.51 million in total assets, $210.43 million in total
liabilities, and $95.08 million in total equity.

                        Bankruptcy Warning

Should commodity margins narrow again and continue for an extended
period of time, the Company may not generate sufficient cash flow
from operations to both service its debt and operate its plants.
The Company is required to make, under the terms of its Senior
Debt facility, quarterly principal payments in a minimum amount of
$3,150,000, plus accrued interest.  The Company cannot predict
when or if crush spreads will fluctuate again or if the current
commodity margins will improve or worsen.  If crush spreads were
to narrow again and continue there for an extended period of time,
the Company may expend all of its sources of liquidity, in which
event the Company would not be able to pay principal and interest
on its debt.  Any inability to pay principal and interest on the
Company's debt would lead to an event of default under the
Company's Senior Debt facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
its lenders, could require the Company to seek relief through a
filing under the U.S. Bankruptcy Code.  The Company expects
fluctuations in the crush spread to continue.

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

                        http://is.gd/UzCqQN

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $25.22 million on
$453.41 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $19.70 million on $415.51 million of
net sales during the prior year.

The Company's balance sheet at June 30, 2011, showed $311.74
million in total assets, $219.59 million in total liabilities and
$92.14 million in total equity.

                      Going Concern Doubt;
                       Bankruptcy Warning

Grant Thornton LLP, in Denver, did not issue a going concern
qualification after auditing the Company's financial statements
for the year ended Dec. 31, 2010.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.


BIOLIFE SOLUTIONS: Incurs $478,000 Third Quarter Net Loss
---------------------------------------------------------
BioLife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $478,668 on $715,518 of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $436,732
on $524,892 of total revenue for the same period a year ago.

The Company reported a net loss of $1.98 million on $2.08 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $2.77 million on $1.58 million of total revenue during
the prior year.

The Company also reported a net loss of $1.54 million on
$1.94 million of total revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $1.51 million on $1.50 million
of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.56 million in total assets, $12.38 million in total
liabilities, and a $10.82 million total stockholders' deficiency.

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

                        http://is.gd/lgWW4f

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company has been unable to generate sufficient income from
operations in order to meet its operating needs and has an
accumulated deficit of approximately $53 million at June 30, 2011.
This raises substantial doubt about the Company's ability to
continue as a going concern.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.


BLACK RAVEN: Delays Filing of Quarterly Report on Form 10-Q
-----------------------------------------------------------
Black Raven Energy, Inc., is still completing and addressing
certain disclosure issues to insure adequate disclosure of
information to be included in its Quarterly Report on Form 10-Q
for the quarter ended Sept. 30, 2011.  The Company will file its
Quarterly Report on Form 10-Q for the quarter ended Sept. 30,
2011, within the five day extension period.

                         About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On Feb. 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On Jan. 16, 2009, the Bankruptcy Court entered an order confirming
PRB Energy reorganization plan.  The Plan became effective Feb. 2,
2009.

The Company's balance sheet at June 30, 2011, showed
$13.47 million in total assets, $24.05 million in total
liabilities, and a $10.58 million total stockholders' deficit.

According to the Company, cash and cash equivalents on hand and
internally generated cash flows may not be sufficient to execute
its business plan.  Future bank financings, asset sales, or other
equity or debt financings will be required to fund the Company's
debt service, working capital requirements, planned drilling,
potential acquisitions and other capital expenditures.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As reported by the TCR on April 21, 2011, Deloitte & Touche LLP,
in Denver, Colorado, noted that the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.


BLITZ USA: Bankruptcy Stays Purvis Lawsuit
------------------------------------------
Senior District Judge Hugh Lawson stayed proceedings in the
lawsuit, SHERRI PURVIS, for individually and as next friend and
natural guardian JAMES C. PURVIS, v. BLITZ, U.S.A., INC., WAL-MART
STORES, INC., WAL-MART STORES EAST, L.P., and WAL-MART STORES
EAST, INC., No. 7:11-cv-111 (M.D. Ga.), as to defendant Blitz
U.S.A., Inc., in view of its bankruptcy filing.  A copy of the
Court's Nov. 15, 2011 Order is available at http://is.gd/7bVchn
from Leagle.com.

                        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.  Kurtzman
Carson Consultants LLC serves as notice and claims agent.

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.


BMB MUNAI: Incurs $142.8 Million Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, reporting a net loss
of $142.86 million on $0 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $556,420 on $0 of
revenue for the same period during the prior year.

The Company also reported a net loss of $138.54 million on $0 of
revenue for the six months ended Sept. 30, 2011, compared with net
income of $315,448 on $0 of revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$88.38 million in total assets, $8.31 million in total
liabilities, all current, and $80.06 million in total
shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, said that as a
result of the pending sale of Emir Oil LLP, BMB Munai will have no
continuing operations that result in positive cash flow, which
raise substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/wCRKzy

                         About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

The Company realized a loss from continuing operations of
$15.1 million during fiscal year 2011 compared to $10.7 million
during fiscal year 2010.  This 41% increase in loss from
continuing operations was primarily attributable to increased
general and administrative and interest expense and the foreign
exchange loss of $415,803 incurred during fiscal year 2011.

                        Bankruptcy Warning

The Company has disclosed that if it does not complete the sale,
it will not have sufficient funds to retire the restructured
Senior Notes when they become due.  "In this event, we would
likely be required to consider liquidation alternatives, including
the liquidation of our business under bankruptcy
protection," the Company said.


BROADCAST INTERNATIONAL: Posts $4MM Net Profit in Third Quarter
---------------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net profit of $4.03 million on $2.27 million of net sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$5.52 million on $1.88 million of net sales for the same period
during the prior year.

The Company reported a net loss of $18.66 million on $7.31 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $13.38 million on $3.62 million of net sales during the
prior year.

The Company also reported net profit of $3.73 million on
$6.32 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $11.65 million on $5.36 million
of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.32 million in total assets, $12.59 million in total
liabilities, and a $8.27 million total stockholders' deficit.

                        Bankruptcy Warning

The Loan Restructuring Agreement the Company entered into as part
of the Debt Restructuring contains, among other things, covenants
that may restrict its ability to obtain additional capital, to
declare or pay a dividend or to engage in other business
activities.  A breach of any of these covenants could result in a
default under the Company's Amended and Restated Note, in which
event the holder of the note could elect to declare all amounts
outstanding to be immediately due and payable, which would require
the Company to secure additional debt or equity financing to repay
the indebtedness or to seek bankruptcy protection or liquidation.

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

                        http://is.gd/WGjVK5

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.  The audit report for
the Company's financial statements for the end of 2010 did not
contain a going concern qualification from the auditor.

The Company's 2010 Annual Report did not contain a negative going
concern statement.


BROADSTRIPE LLC: Sets December 8 Plan Confirmation Hearing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Broadstripe LLC received approval of the disclosure
statement late last month, allowing the bankruptcy court to
schedule a Dec. 8 confirmation hearing for approval of the plan to
sell the business to four buyers for about $95 million.

According to the report, the Disclosure Statement tells second-
lien and general unsecured creditors that they should have about
5% recovery if they agree to releases.  If not, the recovery would
be 0.4%, the disclosure statement says.

The plan is based partly on a settlement approved in December that
is to be implemented as part of the reorganization.  First-lien
secured lenders consented to the sale even though it pays less
than half their debt and financing for the Chapter 11 case,
according to a court filing.  The first-lien debt is $181 million
while second-lien debt now owed to Highland Capital Management LP
is $91.9 million. Another $10.3 million of second-lien debt is
owed to other creditors.  Highland is to receive nothing on its
portion of the second-lien debt. General unsecured claims amount
to about $54.4 million.

                       About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere Wynne
Sewell LLP represent the Debtors in their restructuring efforts.
The Debtors tapped FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  In its petition, Broadstripe estimated assets and debts
between $100 million and $500 million.

An Official Committee of Unsecured Creditors has been appointed in
the case.

Broadstripe has been in Chapter 11 more than 18 months thus any
creditor can file a plan.


BROWNIE'S MARINE: Incurs $409,600 Net Loss in Third Quarter
-----------------------------------------------------------
Brownie's Marine Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $409,669 on $659,261 of total net revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$345,362 on $561,887 of total net revenues for the same period
during the prior year.

The Company ended 2010 with a $1.2 million net loss on
$2.2 million of revenues and 2009 with a net loss of $451,227 on
$2.4 million of revenues.

The Company also reported a net loss of $3.14 million on
$1.62 million of total net revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $705,256 on
$1.68 million of total net revenues for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.09 million in total assets, $2.51 million in total liabilities,
and a $414,704 total stockholders' deficit.

L.L Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about Brownie's Marine Group's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has a working
capital deficiency and recurring losses and will need to secure
new financing or additional capital in order to pay its
obligations.

                         Bankruptcy Warning

The Company said that if it fails to raise additional funds when
needed, or do not have sufficient cash flows from sales, the
Company may be required to scale back or cease operations,
liquidate its assets and possibly seek bankruptcy protection.

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

                        http://is.gd/0l9er4

                       About Brownie's Marine

Brownie's Marine Group, Inc. (OTC BB: BWMG) --
http://www.brownismarinegroup.com/-- designs, tests, manufactures
and distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products.  BWMG sells its products both on a wholesale and
retail basis, and does so from its headquarters and manufacturing
facility in Fort Lauderdale, Florida.


BUTTERMILK TOWNE: Court OKs Sale of Assets to Visconsi Buttermilk
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Buttermilk Towne Center, LLC, to (i) sell substantially
all of its assets; (ii) assume and assign certain executory
contracts and unexpired leases.

The Debtor is the owner and operator of a commercial real estate
development known as Buttermilk Towne Center, located in Crescent
Springs, Kenton County, Kentucky.

The prevailing bidder for the sale of the purchased assets and the
bonds is Visconsi Buttermilk Ltd.  The back-up bidder for the sale
of the purchased assets and the bonds is Midland-Olympus Value
Added Fund, LLC.

In a separate filing, U.S. Bank National Association, in its
capacity as successor indenture trustee has asked that the Court
deny the proposed assumption and assignment of the lease until the
Debtor pays the cure amount on or prior to the assumption of the
lease.

According to the trustee, the Debtor has not proposed to cure the
existing defaults under the lease, specifically the payment of
past-due additional rents, including all extraordinary services
and extraordinary expenses incurred by the trustee in the
aggregate amount of $38,627, plus additional extraordinary
services and extraordinary expenses estimated to be $3,000, as
required by section 365(b)(1)(A) of the Bankruptcy Code.

U.S. Bank is the successor indenture trustee under that Amended
and Restated Trust Indenture, dated as of Dec. 1, 2007, which
amends and restates that certain Trust Indenture dated Aug. 1,
2004, by and between the trustee and City of Crescent Springs,
Kentucky, securing the Taxable Industrial Building Revenue Bonds,
Series 2007 issued with respect to the acquisition and
construction of the Buttermilk Towne Center, located in Crescent
Springs, Kentucky.

U.S. Bank is represented by:

         Robert P. Sweeter, Esq.
         WALLER LANSDEN DORTCH & DAVIS LLP
         511 Union Street, Suite 2700
         Nashville, TN 37219
         Tel: (615) 244-6380
         Fax: (615) 244-6804
         E-mail: Gerald.Mace@wallerlaw.com
                 Robert.Sweeter@wallerlaw.com

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center, LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., Paige Leigh Ellerman, Esq., and Beth A. Silvers, Esq., at
Taft Stettinius & Hollister LLP,  serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CAPSALUS CORP: Delays Filing of Quarterly Report on Form 10-Q
-------------------------------------------------------------
Capsalus Corp. notified the U.S. Securities and Exchange
Commission that it will be delayed in filing its Quarterly Report
on Form 10-Q for the period ended Sept. 30, 2011.  The Company
said it did not obtain all information prior to filing date and
attorney and accountant could not complete the required legal
information and financial statements and management could not
complete Management's Discussion and Analysis of such financial
statements by Nov. 14, 2011.

                        About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company reported a net loss of $16.02 million for the year
ended Dec. 31, 2010, compared with a net loss of $10.89 million
during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.63 million
in total assets, $6.06 million in total liabilities, and a
$1.42 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.


CAROLINA INTERNET: 10th Cir. Reverses Stand on Automatic Stay
-------------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Tenth
Circuit overruled the Tenth Circuit's prior interpretation of 11
U.S.C. Sec. 362(a)(1), wherein it previously held that the
automatic stay does not prevent a Chapter 11 debtor in possession
from pursuing an appeal even if it is an appeal from a creditor's
judgment against the debtor.

The Tenth Circuit took this stand in the cases of Chizzali v.
Gindi (In re Gindi), 642 F.3d 865, 875 (10th Cir. 2011);
Morganroth & Morganroth v. DeLorean, 213 F.3d 1301, 1310 (10th
Cir. 2000); and Mason v. Okla. Tpk. Auth., 115 F.3d 1442, 1450
(10th Cir. 1997).  In earlier decisions reaching this conclusion,
the Tenth Circuit relied on Fed. R. Bankr. P. 6009 and Collier on
Bankruptcy.  Those earlier cases are Chaussee v. Lyngholm (In re
Lyngholm), 24 F.3d 89, 92 (10th Cir. 1994) (citing 8 R. Glen Ayers
et al., Collier on Bankruptcy Par. 6009.03, at 6009-3 (Lawrence P.
King ed. 1994)); Autoskill Inc. v. Nat'l Educ. Support Sys., Inc.,
994 F.2d 1476, 1485-86 (10th Cir. 1993) (citing 8 Collier on
Bankruptcy Par. 6009.03 & n.7, at 6009-3 (15th ed. 1992)).

The Tenth Circuit got a chance to revisit the decision in TW
TELECOM HOLDINGS INC., Plaintiff-Appellee, v. CAROLINA INTERNET
LTD., Defendant-Appellant, No. 11-1068.  Carolina Internet appeals
from the entry of default judgment against it and in favor of TW
Telecom Holdings for more than $3 million.  During the pendency of
this appeal, Carolina Internet filed for Chapter 11 bankruptcy.

At least nine other circuit courts of appeals disagree with the
Tenth Circuit's interpretation of Sec. 362(a)(1) and have held
"that a bankruptcy filing automatically stays appellate
proceedings where the debtor has filed an appeal from a judgment
entered in a suit against the debtor."  The Carolina Internet
appellate panel also noted that Collier on Bankruptcy has
explicitly rejected the Tenth Circuit's reliance on it to support
the Circuit's minority position.  The panel also held that
Bankruptcy "Rule 6009 does not trump the code's automatic stay."
Simon v. Navon, 116 F.3d 1, 4 (1st Cir. 1997) (internal quotation
marks omitted); Parker v. Bain, 68 F.3d 1131, 1136 (9th Cir. 1995)
(holding "that Rule 6009 does not authorize proceedings that
section 362 would otherwise bar").

Accordingly, the panel ruled that Sec. 362(a)(1) prevents the
Tenth Circuit from proceeding with the Carolina Internet appeal,
and the matter is stayed until such time as it may proceed in a
manner consistent with the Bankruptcy Code.

A copy of the Tenth Circuit's Nov. 15, 2011 Order is available at
http://is.gd/vXFNf9from Leagle.com.  Circuit Judges Paul Joseph
Kelly Jr., Neil Gorsuch, and Scott Matheson Jr. comprise the
panel.  Circuit Judge Gorsuch penned the decision.

Carolina Internet, Ltd., based in Charlotte, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32461) on
Sept. 23, 2011.  Judge J. Craig Whitley presides over the case.
Richard M. Mitchell, Esq. -- rmmatty@mitchellculp.com -- at
Mitchell & Culp, PLLC, serves as the Debtor's counsel.

In its petition, the Debtor estimated under $50,000 in assets and
$1 million to $10 million in debts.  The petition was signed by
Morgan Miskell, secretary.


CATASYS INC: Incurs $2.3 Million Net Loss in Third Quarter
----------------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.32 million on $57,000 of total revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $1.94 million on
$104,000 of total revenues for the same period during the prior
year.

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

The Company also reported a net loss of $1.32 million on $207,000
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $7.53 million on $338,000 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.04
million in total assets, $5 million in total liabilities and a
$1.95 million total stockholders' deficit.

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

                         Bankruptcy Warning

As of November 9, the Company had a balance of approximately
$243,000 cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.

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

                        http://is.gd/4kEOHj

                        About Hythiam, Inc.

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


CENTERLINE INC: Wells Fargo Awarded $51T in Lawyer Fees
-------------------------------------------------------
District Judge Callie V. S. Granade award Wells Fargo Bank $50,966
for attorneys' fees and expenses in the lawsuit, WELLS FARGO BANK,
National Association, v. CENTERLINE, INC., an Alabama Corporation;
ANGELA M. GREEN, an Individual; and WILLIAM P. GREEN, an
individual, Civil Action No. 10-0440-CG-C (S.D. Ala.), pursuant to
a Nov. 9, 2011 Order available at http://is.gd/TLHDnCfrom
Leagle.com.

Default judgment was entered in favor of Wells Fargo Bank, and
against the Greens for $2,473,386.  The default judgment was based
on the outstanding indebtedness due under certain promissory notes
which were secured by guarantees executed by the individual
defendants.  The law firm of Baker Donelson assisted and is
continuing to assist Wells Fargo in the collection of the
obligations due under the promissory notes at issue and was
successful in obtaining a judgment against the individual
defendants for the entire amount due and owing under the
promissory notes.  Baker Donelson continued to assist in
collection of the obligation by representing Wells Fargo's
interest in Centerline's bankruptcy case.  Baker Donelson billed
Wells Fargo at rates ranging from $210-$310 per hour for work done
by its shareholders, $152-$175 per hour for work done by
associates, and $118-$136 per hour for paralegal work.  The Court
notes that the individual defendants have not appeared in the case
and, thus, have not filed any objection to Wells Fargo's
accounting or requested rates.

The case is currently stayed as to defendant Centerline due to it
having filed Chapter 11 bankruptcy on Aug. 29, 2010.


CENTRAL FALLS, R.I.: Retirees Say Bankruptcy Not Authorized
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that retired police and firefighters from the City of
Central Falls, Rhode Island, filed papers contesting the city's
right to file for Chapter 9 municipal bankruptcy.

According to the report, the retirees contend the city's receiver,
former state Supreme Court Justice Robert G. Flanders Jr., didn't
satisfy one of the conditions to a Chapter 9 filing because he did
not negotiate in advance "in good faith."

The report relates that the retirees anticipate the receiver,
appointed before the bankruptcy filing, will contend that
negotiations would have been "impracticable."  To counter the
argument, the retirees argue that Flanders has "failed to
articulate how or why" negations were essentially impossible.

The receiver filed a proposed debt adjustment plan for the city in
September.  The plan is not intended to affect bondholders.

                         About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CLARE AT WATER TOWER: Files for Chapter 11 in Chicago
-----------------------------------------------------
The Clare at Water Tower, an upscale 334-unit high-rise
continuing-care retirement community in Chicago, filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14
after defaulting on $229 million in tax-exempt bond financing used
to build the project.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to court filings, the project is only 42%
occupied  because the target population either hasn't been able to
sell homes or lacks sufficient cash to make required deposits as
the result declining investments following the recession.

The facility is a 53-story building on land rented from Loyola
University of Chicago.  The facility is managed and developed by a
unit of the Franciscan Sisters of Chicago, who invested over $14
million.  The project opened in December 2008.  Residents must
make partially refundable deposits ranging from $263,000 to $1.2
million.  Monthly fees are an additional $2,700 to $5,500.

Bank of America NA issued a $137.5 million letter of credit to
secure some of the bonds.

According to the Bloomberg report, a $12 million secured loan from
Redwood Capital Investments LLC is intended to finance the Chapter
11 case.  The loan is to have a lien ahead of the bondholders'
security interests.  The loan requires there be either a letter
of intent for sale by Jan. 10 or a reorganization plan filed by
Feb. 15.

The project was expected to cost $120.5 million.  Actual costs
ended up being $130 million.


CENTRAL FEDERAL: Posts $435,000 Net Loss in Third Quarter
--------------------------------------------------------------
Central Federal Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $435,000 on $1.5 million of net
interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $232,000 on $2.1 million of net
interest income for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of $4.4 million on $4.9 million of net interest income,
compared with a net loss of $6.2 million on $6.5 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$265.4 million in total assets, $254.0 million in total
liabilities, and stockholders' equity of $11.4 million.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order requires it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.

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

                       http://is.gd/6BTBYC

                      About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.


CHEF SOLUTIONS: Reser Goods, Mistral Capital Cleared to Buy Firm
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
approved food manufacturer Orval Kent Food Co.'s bankruptcy sale,
valued at $61.7 million, which will put the Midwest company under
ownership of its lender Mistral Capital Management LLC and
competitor Reser's Fine Foods Inc.

As reported in the Troubled Company Reporter on Nov. 16, 2011,
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.

                       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 RUITAI: Reports $1.1 Million Third Quarter Net Income
-----------------------------------------------------------
China Ruitai International Holdings Co., Ltd., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income attributable to China Ruitai of
$1.10 million on $10.95 million of sales for the three months
ended Sept. 30, 2011, compared with net income attributable to
China Ruitai of $1.88 million on $11.18 million of sales for the
same period during the prior year.

The Company also reported net income attributable to China Ruitai
of $3.21 million on $32.26 million of sales for the nine months
ended Sept. 30, 2011, compared with net income attributable to
China Ruitai of $5.23 million on $32.59 million of sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$130.37 million in total assets, $96.16 million in total
liabilities and $34.21 million in total equity.

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

                        http://is.gd/M7IBkc

                         About China Ruitai

Shandong, China-based China Ruitai International Holdings Co.,
Ltd., was organized under the laws of the State of Delaware on
Nov. 15, 1955, under the name "Inland Mineral Resources Corp."
Currently, the Company, through its wholly-owned subsidiary,
Pacific Capital Group Co., Ltd., a corporation incorporated under
the laws of the Republic of Vanuatu, and its majority-owned
subsidiary, TaiAn RuiTai Cellulose Co., Ltd., a Chinese limited
liability company, is engaged in the production, sales, and
exportation of deeply processed chemicals, with a primary focus on
non-ionic cellulose ether products in the People's Republic of
China as well as to the United States, Europe, Japan, India and
South Korea.

As reported by the TCR on April 8, 2011, Bernstein & Pinchuk LLP,
in New York, after auditing the Company's financial statements for
the year ended Dec. 31, 2010, expressed substantial doubt about
China Ruitai's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital.


CHINA TEL GROUP: Incurs $7.2 Million Net Loss in Third Quarter
--------------------------------------------------------------
VelaTel Global Communications, formerly known as China
Tel Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $7.22 million on $115,371 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $1.93 million on
$270,298 of revenue for the same period during the prior year.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company also reported a net loss of $17.97 million on $488,476
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $38.22 million on $729,701 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$11.57 million in total assets, $22.22 million in total
liabilities, and a $10.64 million total stockholders' deficit.

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

                        http://is.gd/FbCBXe

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.


CICERO INC: Incurs $936,000 Net Loss in Third Quarter
-----------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $936,000
on $734,000 of total operating revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $1.06 million on
$565,000 of total operating revenue for the same period a year
ago.

The Company reported a net loss of $459,000 on $2.97 million of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $1.28 million on $2.49 million of total
operating revenue during the prior year.

The Company also reported a net loss of $1.91 million on $2.55
million of total operating revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $2.57 million on $2.35
million of total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.58
million in total assets, $13.15 million in total liabilities and a
$8.57 million total stockholders' deficit.

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

                        http://is.gd/kcvROw

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

As reported by the TCR on April 6, 2011, Marcum LLP, in Bala
Cynwyd, Pennsylvania, noted that the Company's recurring losses
from operations and working capital deficiency raise substantial
doubt about its ability to continue as a going concern.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.


CIMINO BROKERAGE: Defaults on Plan; Ch. 11 Case Converted to Ch. 7
------------------------------------------------------------------
American Bankruptcy Institute reports that a California judge has
converted Cimino Brokerage Co.'s chapter 11 case to a chapter 7
after the debtor defaulted on its payments to creditors and the
U.S. Trustee under its reorganization plan.

                         About Cimino Brokerage

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  Levene,
Neale, Bender, Rankin & Brill L.L.P., assists the Debtors in their
restructuring efforts.  The Company estimated assets at
$10 million to $50 million and debts at $10 million to
$50 million.


CIT GROUP: Thain Sees Opportunity to Grow Loan Volume
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review Cap reports that commercial
lender CIT Group Inc. sees opportunities to grow loan volume as
its clients' businesses stabilize and it makes progress on
restructuring its balance sheet, its top executive John Thain
said.

                        About CIT Group

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

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

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

                           *     *    *

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

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


CMGT INC: Mayer Brown Wants Trustee Fined Over $17MM Suit
---------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Mayer Brown LLP asked
the U.S. Court of Appeals for the Seventh Circuit on Tuesday to
impose sanctions against a bankruptcy trustee who filed a $17
million malpractice suit over the firm's handling of a case
against CMGT Inc.

According to the report, Mayer Brown hopes the appeals court will
reverse earlier orders by U.S. District Judge Virginia M. Kendall,
who refused to impose sanctions against CMGT trustee David
Grochocinski despite finding his actions "sloppy and negligent."

As reported by the Troubled Company Reporter on April 7, 2010,
Mayer Brown prevailed in a bankruptcy trustee's $17 million

The malpractice lawsuit alleges Mayer Brown should have challenged
a lawsuit filed by CMGT Inc.'s former financial adviser.


COLONY RESORTS: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
Colony Resorts LVH Acquisitions, LLC, was not able to file its
quarterly report on Form 10-Q for the quarter ended Sept. 30,
2011, on or prior to Nov. 15, 2011, without unreasonable effort or
expense due to the Company's inability to determine the fair value
of the Company's assets.  On Sept. 2, 2011, the Company's lender,
Goldman Sachs Mortgage Company, caused a Notice of Breach and
Default and of Election to Sell Under Deed of Trust to be filed
with the Clark County Recorder's Office, thereby initiating a
foreclosure upon substantially all of the Company's assets.  The
pending foreclosure and related proceedings has created
uncertainty as to how the Company might determine the fair value
of those assets pursuant to Financial Accounting Standards Board
Statement No. 144 (Accounting for the Impairment or Disposal of
Long Lived Assets).  Once the aforementioned uncertainty has been
resolved, the Company will file the Form 10-Q for the quarterly
period ended Sept. 30, 2011, as expeditiously thereafter as
possible.

                        About Colony Resorts

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM).

The Company's balance sheet at June 30, 2011, showed $347.55
million in total assets, $296.17 million in total liabilities,
$61.80 million in redeemable members' equity, and a $10.42 million
members' deficit.

                      Default Under Term Loan

On May 11, 2006, the Company entered into a Loan Agreement with
Goldman Sachs Commercial Mortgage Capital, L.P.  The Term Loan was
for an initial principal amount of $209.2 million and for an
initial term of two years.  The Company has drawn an additional
$40.8 million against the Term Loan, the maximum funding of the
Term Loan.  Covenants under the Term Loan restrict the Company's
future borrowing capacity.  The loan had an original two-year term
and three, one-year extensions.

Interest on the loan was based on LIBOR plus 2.9% with a minimum
LIBOR rate of 1.5%.  Interest incremented to LIBOR plus 3.5% from
July 2009 through May 2010 and increased to LIBOR plus 4.0% from
June 2010 through May 2011.

As of July 29, 2011, the Company is in default on its Term Loan.
Accordingly, the lender is entitled to exercise various rights,
powers and remedies including acceleration of the Loan,
termination or suspension of all or any portion of advances or
disbursement of funds from restricted cash accounts, accrual of
interest at the default rate and the exercise of remedies under
collateral documents.  The Company is currently in discussions
with its lender to negotiate a restructuring of its debt.  If the
Company is not successful in a restructuring agreement or entering
into a transaction to address its liquidity and capital structure,
the note holders have the ability to demand accelerated repayment
of all amounts under the Term Loan.  The Company would not have
the liquidity to meet this demand.

According to the Company, these conditions raise substantial doubt
about its ability to continue as a going concern.

As reported in the TCR on March 29, 2011, Ernst & Young, in Las
Vegas, Nevada, expressed substantial doubt about Colony Resorts
LVH Acquisition's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred recurring net losses and has a
working capital deficiency.


COMMUNITY SHORES: Incurs $685,000 Net Loss in Third Quarter
-----------------------------------------------------------
Community Shores Bank Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $685,363 on $2.67 million in total
interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $3.92 million on $3 million of total
interest income for the same period during the prior year.

The Company reported a net loss of $8.88 million on $6.95 million
of net interest income for 2010, compared with a net loss of
$4.96 million on $6.79 million of net interest income for 2009.

The Company also reported a net loss of $1.94 million on
$8.22 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $5.55 million on
$9.10 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$218.77 million in total assets, $219.59 million in total
liabilities and $820,703 total shareholders' deficit.

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

                         http://is.gd/HQUf3U

                       About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

As reported by the TCR on April 6, 2011, Crowe Horwath LLP, in
Grand Rapids, Michigan, 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
operating losses, is in default of its note payable collateralized
by the stock of its wholly-owned bank subsidiary, and the
subsidiary bank is undercapitalized and is not in compliance with
revised minimum regulatory capital requirements under a formal
regulatory agreement which has imposed limitations on certain
operations.


COMPREHENSIVE CARE: Delays Filing of Quarterly Report
-----------------------------------------------------
Comprehensive Care Corporation informed the U.S. Securities and
Exchange Commission that it requires additional time to finalize
the financial statements to be included in its Form 10-Q for the
period ended Sept. 30, 2011.  As a result, the Company has not
timely file its Form 10-Q, which will be filed as soon as possible
and in no event later than the fifth calendar day following the
latest prescribed due date for such report.

                      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.


COMSTOCK MINING: Incurs $1.9 Million Net Loss in Third Quarter
--------------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.97 million on $179,071 of hotel revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $20.08 million
on $0 of hotel revenue for the same period a year ago.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.

The Company also reported a net loss of $9.10 million on $299,246
of hotel revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $26.63 million on $0 of revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $26.57
million in total assets, $10.01 million in total liabilities and
$16.55 million in total stockholders' equity.

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

                        http://is.gd/qoPBfN

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.


CONQUEST PETROLEUM: Delays Filing of Form 10-Q for 3rd Quarter
--------------------------------------------------------------
Conquest Petroleum Incorporated notified the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report for the period ended Sept. 30, 2011.  The Company said that
the compilation, dissemination and review of the information
required to be presented in the Form 10-Q has imposed time
constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense to the Company.
The Company undertakes the responsibility to file such report no
later than five days after its original due date.

                      About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.

The Company reported a net loss of $14.49 million on $1.24 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $23.26 million on $914,781 of total revenues during
the prior year.

The Company's balance sheet at June 30, 2011, showed $2 million in
total assets, $31.24 million in total liabilities, and a
$29.24 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, M&K CPAS, PLLC, in
Houston, Texas, noted that Conquest Petroleum has insufficient
working capital and reoccurring losses from operations, all of
which raises substantial doubt about its ability to continue as a
going concern.


CORD BLOOD: Incurs $979,000 Net Loss in Third Quarter
-----------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $979,453 on $1.49 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.87 million on $958,449 of revenue for the same period during
the prior year.

The Company reported a net loss attributable to Cord Blood America
of $8.09 million on $4.13 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss attributable to Cord Blood
of $9.77 million on $3.24 million of revenue during the prior
year.

The Company also reported a net loss of $3.82 million on $4.38
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $6.03 million on $2.74 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.58
million in total assets, $7.03 million in total liabilities and
$552,625 in total stockholders' equity.

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

                        http://is.gd/fmzDN6

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2010.


CORNERSTONE BANCSHARES: Files Form 10-Q, Posts $523,000 Q3 Income
-----------------------------------------------------------------
Cornerstone Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $523,668 on $5.11 million of total interest income
for the three months ended Sept. 30, 2011, compared with net
income of $213,674 on $5.93 million of total interest income for
the same period during the prior year.

The Company also reported net income of $917,230 on $15.49 million
of total interest income for the nine months ended Sept. 30, 2011,
compared with net income of $575,607 on $19.76 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$426.36 million in total assets, $393.91 million in total
liabilities, and $32.44 million in total stockholders' equity.

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

                         http://is.gd/Ia7CVO

                    About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

                           Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


CREATIVE VISTAS: Reports $11.6 Million Net Income in 3rd Quarter
----------------------------------------------------------------
Creative Vistas, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, reporting net income
of $11.64 million on $1.47 million of contract and service revenue
for the three months ended Sept. 30, 2011, compared with net
income of $633,344 on $1.76 million of contract and service
revenue for the same period a year ago.

The Company also reported net income of $11.64 million on
$5.91 million of contract and service revenue for the nine months
ended Sept. 30, 2011, compared with a net loss of $433,377 on
$5.37 million of contract and service revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.53 million in total assets, $4.90 million in total liabilities,
and a $1.37 million shareholders' deficiency.

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

                        http://is.gd/RPBtnC

                       About Creative Vistas

Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc.,
provides security-related technologies and systems.  The Company
also provides the deployment of broadband services to the
commercial and residential market.  The Company primarily operates
through its subsidiaries AC Technical Systems Ltd. and Iview
Digital Video Solutions Inc., to provide integrated electronic
security-related technologies and systems.

As reported by the TCR on April 8, 2011, Kingery & Crouse PA, in
Tampa, Florida, expressed substantial doubt about Creative Vistas'
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has working capital and stockholder deficiencies.

The Company reported a net loss of $681,807 on $39.87 million of
revenues for 2010, compared with a net loss of $1.60 million on
$39.77 million of revenues for 2009.


CROATAN SURF: Court Sets Disclosure Statement Hearing on Dec. 12
----------------------------------------------------------------
A hearing to consider the "adequacy" of the Second Amended
Disclosure Statement explaining Croatan Surf Club, LLC's Second
Amended Plan will be held on Dec. 12, 2011, at 11:00 a.m.  The
last day to oppose the approval of the Disclosure Statement is
Dec. 8, 2011.

On Oct. 28, 2011, Croatan Surf Club filed a supplement to the
Disclosure Statement filed Feb. 18, 2011.  The new Exhibit C
replaces the previously filed Exhibit C.

A copy of the supplement to the disclosure statement is available
for free at http://bankrupt.com/misc/croatansurf.dkt289.pdf

As reported in the TCR on April 1, 2011, according to the Second
Amended Disclosure Statement, dated Feb. 18, 2011, the Debtor's
Plan establishes 10 classes for claims.

Classes 1, 2, 3 and 4 consist of the claims of the Internal
Revenue Service, the North Carolina Department of Revenue,
Employment Security Commission and Dare County.  The Debtor does
not believe that any of these parties hold prepetition unsecured
priority Claims.  To the extent that these Claims exist, they will
be paid on the Extended Maturity Date as described in the Plan.

Classes 5, 6 and 7 consist of the Allowed Secured Claims of
creditors, including the Lender and Mezzanine Lender, which are
secured by various assets of the Debtor.  Croatan Surf Club
Condominium Association, Inc., would also have an Allowed Secured
Claim for any unpaid dues, assessments, or other charges.  Each of
the Allowed Secured Claims will be paid as provided by the Plan.

Class 9 consists of the Claims of unsecured creditors holding
Claims against the Debtor, except for those Claims of insiders.
These creditors will be paid in full as set forth in the Plan.
The Debtor may object to certain unsecured Claims for reasons
including, but not limited to, their improper classification, an
improper amount claimed, or the fact that the Claim is not owed by
the Debtor.

Class 10 consists of the Claims of insiders.  This class does not
include the membership interests of the insiders.  These claims
will be paid in full, after the payment of all other Claims.

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

                        About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
is the owner of 35 residential condominium units at a development
in Dare County, North Carolina known as Croatan Surf.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor.
Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at
Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel
to the Debtor.  No creditors committee has been formed in the
case.  In its schedules, the Debtor disclosed $26,151,718 in
assets and $19,350,000 in liabilities.


CRYSTALLEX INT'L: Incurs US$8.6 Million 3rd Quarter Net Loss
------------------------------------------------------------
Crystallex International Corporation filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
6-K reporting a net loss and comprehensive loss of US$8.61 million
for the three months ended Sept. 30, 2011, compared with a net
loss and comprehensive loss of US$6.32 million for the same period
a year ago.

The Company also reported a net loss and comprehensive loss of
US$33.71 million for the nine months ended Sept. 30, 2011,
compared with a net loss and comprehensive loss of
US$27.66 million for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.77 million in total assets, US$115.07 million in total
liabilities and a US$95.29 million total shareholders' deficiency.

As at Sept. 30, 2011, the Company had negative working capital of
$92.6 million, including cash and cash equivalents of $7.6
million.  Most of this working capital amount is the obligation to
repay the Noteholders the principal amount of the $100 million
notes payable due on Dec. 23, 2011.  Management estimates that its
existing cash and cash equivalents and expected proceeds from
additional equipment sales will be sufficient to meet its on-going
requirements through 2012 assuming either a settlement or
refinancing of the notes; however, without receipt of additional
sources of financing, will not be sufficient to pay the notes.
The unilateral cancellation of the MOC by CVG and the subsequent
arbitration claim may impact on the Company's ability to raise
financing.  These material uncertainties raise substantial doubt
as to the ability of the Company to meet its obligations as they
come due and, accordingly, as to the ultimate appropriateness of
the use of accounting principles applicable to a going concern.

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

                         http://is.gd/uVMQkg

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.


DECORATOR INDUSTRIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Decorator Industries, Inc. filed with the U.S. Bankruptcy Court
for the Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,750,000
  B. Personal Property            $5,684,882
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,821,664
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $32,455
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,640,490
                                 -----------      -----------
        TOTAL                     $8,434,882       $3,494,609

Full-text copies of the amended and original schedules are
available for free at:

      http://bankrupt.com/misc/DECORATORINDusTRIES_sal_.pdf
   http://bankrupt.com/misc/DECORATORINDUsTRIES_sal_amended.pdf

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor estimated assets of $10 million
to $50 million and debts of $1 million to $10 million.

The United States Trustee for Region 21 has appointed five members
to the Official Committee of Unsecured Creditors.


DENBURY RESOURCES: S&P Reinstates 'BB-' Rating on $225-Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services reassigned its 'BB-' issue-
level rating to Encore Acquisition Co.'s $225 million 9.5% senior
subordinated notes due 2016, which is now an unsecured obligation
of Denbury Resources Inc. "This action corrects an internal
administrative error that occurred when Standard & Poor's withdrew
its ratings on Encore following its acquisition by Denbury
Resources. The recovery rating on this note is '5', indicating our
expectation for modest recovery (10% to 30%) in the event of a
payment default," S&P said.

Ratings List
Denbury Resources
Corporate credit rating                BB/Stable/--

Rating Assigned
Encore Acquisition Co.
$225 mil 9.5% sr sub nts due 2016      BB-
  Recovery rating                       5


DOE MOUNTAIN INVESTMENTS: U.S. Trustee Unable to Form Committee
---------------------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Doe Mountain Investments LLC because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

Doe Mountain Investments LLC of Greenville, South Carolina, filed
for Chapter 11 bankruptcy (Bankr. D.S.C. Lead Case No. 11-05275)
on Aug. 24, 2011.  Randy A. Skinner, Esq., at Skinner Law Firm,
LLC, serves as the Debtors' counsel.  Doe Mountain Investments
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.

Doe Mountain Investments' affiliate, Doe Mountain Development
Group, Inc., filed separate Chapter 11 petitions on the same day.
Doe Mountain Development posted assets of $22,001,249
and debts of $6,595,473.


DULCES ARBOR: Has Until Feb. 17 to Propose Plan of Reorganization
-----------------------------------------------------------------
The Hon. John C. Akard of the U.S. Bankruptcy Court for the
Western District of Texas extended until Feb. 17, 2012, Dulces
Arbor, S. De R.L. De C.V.'s exclusive period to file a plan of
reorganization.

As reported in the Troubled Company Reporter on Oct. 14, 2011, the
Debtor explained that it needed more time to recover rents from
its property to fund the proposal of a plan.

The Debtor related that tenants of its property failed to pay the
rents for three years now.  To recover those rents, the Debtor has
filed a turnover complaint, well as an action for patent
infringement damages, with a request for preliminary and permanent
injunctions, in Adversary proceeding No. 11-3019 before the Court.

Dulces Arbor said that it will not have the necessary income to
propose a Plan, until Adversary proceeding No. 11-3019 produces
rent money.  The Debtor added that it can reorganize if it can
collect the rent that is due from the tenant in the property.

The Debtor owns a 330,000-square foot candy manufacturing plant in
Juarez, Mexico, and has other assets in the United States.

                         About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area in Texas.  It filed for
Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on
June 22, 2011.  Judge Leif M. Clark presides over the case.

In its petition, the Debtor estimated assets of US$10 million to
US$50 million, and debts of US$1 million to US$10 million.  The
petition was signed by Raymond Ducorsky, sole administrator.
Mr. Ducorsky is also its largest unsecured creditor with a
US$2,300,000 claim.

The U.S. Trustee said that a committee has not been appointed
because an insufficient number of persons holding unsecured claims
against Dulces Arbor, S. de R.L. de C.V, have expressed interest
in serving on a committee.  The U.S. Trustee reserves the right to
appoint a committee should interest developed among the creditors.


EAGLE INDUSTRIES: Hearing on Plan Confirmation Moved to Nov. 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
continued the evidentiary hearing scheduled for Nov. 17, 2011, on
confirmation of Eagle Industries, LLC's Chapter 11 Plan to
Nov. 21, 2011, at 10:00 a.m.

On Nov. 7, 2011, upon the agreement and stipulation of the
Debtors, Eagle Industries, LLC, and Eagle Transportation, LLC, and
PBI Bank, Inc., the Bankruptcy Court entered an order amending the
fourth sentence of the paragraph describing the treatment of PBI's
Class 3-B Claim (Plan, Article V):

"On or before Aug. 1, 2022, the Debtors shall pay the remaining
principal and all accrued but unpaid interest and all accrued but
unpaid attorney fees and expenses due under the terms of the
prepetition promissory note or any amounts due under the
Mortgages."

As reported in the TCR on Oct. 19, 2011, the Bankruptcy Court for
the Western District of Kentucky approved the disclosure statement
explaining the Chapter 11 Plan of Eagle Industries, LLC, dated as
of Aug. 22, 2011.

As reported in the Troubled Company Reporter on Aug. 25, 2011, the
Plan contemplates that canceling of existing equity interests in
the Debtor while general unsecured claims will share in the
distribution of $100,000 approximately 60 days after the effective
date.

The Plan provides that the Debtor will continue to operate their
businesses and manage their assets, which will generate income
projected to be sufficient for the Debtor to meet their ongoing
operating expenses and obligations contemplated under the Plan.

The Plan classifies, and proposes to treat, claims as follows:

     A. Administrative Expenses - To be paid in full on the
        Effective Date of the Plan, or according to terms of
        obligation.

     B. Priority Tax Claims - Will receive the present value of
        the claim, in regular installments paid over a period not
        exceeding five years.

     C. Super-Priority Claims - The super-priority claims of
        Citizens First Bank will be paid in full in accordance
        with the terms of the cash collateral order.

        The super-priority claim of subordinate DIP lenders will
        have his Super-Priority Claim satisfied in full on the
        Effective Date upon issuance and pro rata distribution of
        new membership interests in each of the Debtor.

     D. Secured Claims - Citizens First Bank will retain its liens
        and have its Secured Claim paid in full in accordance with
        the terms of the cash collateral order.

        PBI Bank will retain its liens and have its Secured Claim
        paid in full through regular monthly cash payments to
        cover principal and interest accruing under the terms of
        the prepetition promissory note through the end of 2014.
        From 2015 to 2021, the regular monthly cash payments will
        increase to $65,941.  In 2022, the Debtor will make 12
        regular monthly payments of $70,941.  On pr before Aug. 1,
        2022, the Debtor will pay the remaining principal and all
        accrued but unpaid interest due under the terms of the
        pre-petition promissory note.

        PNC Equipment Finance will retain its lien and have its
        Secured Claim paid in full according to the terms of
        the parties' Sale Agreement.

     E. General Unsecured Claims - Will receive cash payments
        representing its pro rata share of $100,000 beginning 60
        days after effective date.

     F. Equity Interest Holders - Existing membership interests
        will be canceled.

A full-text copy of the Disclosure Statement, as amended, is
available for free at:

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

                     About Eagle Industries LLC

Bowling Green, Kentucky-based Eagle Industries, LLC, is engaged in
furniture manufacturing, sales and delivery.  Eagle Industries
filed for Chapter 11 bankruptcy protection  (Bankr. W.D. Ky. Case
No. 10-11636) on Oct. 27, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million.

Peter M. Gannott, Esq., at Alber Crafton, P.S.C., in Louisville,
Ky., represents the Official Unsecured Creditors' Committee as
counsel.


EARTH SEARCH: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Earth Search Sciences, Inc., and its accountants have experienced
delays in completing the information for inclusion in the
Company's quarterly report on Form 10-Q for the period ended Sept.
30, 2011.  The Company expects to file the Quarterly Report within
the allotted extension period.

                         About Earth Search

Lakeside, Montana-based Earth Search Sciences, Inc., is a Nevada
corporation.  The Company has five wholly-owned subsidiaries:
Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe,
Inc., STDC, Inc and General Synfuels International.  In addition,
there are five majority-owned consolidated subsidiaries: Earth
Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro
Probe, Inc. and Terranet, Inc.  All subsidiaries except Petro
Probe and General Synfuels were inactive during fiscal 2009 and
2010.

The Company reported a net loss of $1.85 for the fiscal year ended
March 31, 2011, compared with a net loss of $1.25 million during
the prior year.

The Company's balance sheet at June 30, 2011, showed $914,406 in
total assets, $21.80 million in total liabilities, and a
$20.88 million total stockholders' deficit.

The Company did not generate any revenue during fiscal year 2011,
has no current business operations and is currently focused on two
potential business ventures.  First, the Company is working with
certain investors to develop and employ technology in the
extraction of oil and gas from oil shale.  Second, the Company is
seeking joint venture opportunities with private industry,
universities and state and federal agencies to develop, package
and deliver, through the application of the Company's
hyperspectral remote sensing solutions, applications and
associated technologies, superior airborne mapping products and
services.

MaloneBailey, LLP, in Houston, Texas, noted that the Company has a
$20,553,359 working capital deficit as of March 31, 2011, which
raises substantial doubt about the Company's ability to continue
as a going concern.


EAU TECHNOLOGIES: Incurs $491,000 Net Loss in Third Quarter
-----------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $491,151 on $556,224 of net revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $470,778
on $70,560 of net revenues for the same period during the prior
year.

The Company also reported a net loss of $2.25 million on
$1.25 million of net revenues for the nine months ended Sept. 30,
2011, compared with net income of $3.15 million on $247,966 of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.58 million in total assets, $8.81 million in total liabilities,
all current, and a $6.22 million total stockholders' deficit.

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

                        http://is.gd/7kQlK1

                       About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

As reported by the TCR on April 7, 2011, HJ & Associates, LLC, in
Salt Lake City, Utah, expressed substantial doubt about EAU
Technologies' ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that the
Company has a working capital deficit as well as a deficit in
stockholders equity.


EDGEN MURRAY: Incurs $4.2 Million Third Quarter Net Loss
--------------------------------------------------------
Edgen Murray II, L.P., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $4.26 million on $244.83 million of sales for the three months
ended Sept. 30, 2011, compared with a net loss of $4.86 million on
$174.21 million of sales for the same period during the prior
year.

The Company also reported a net loss of $18.14 million on
$652.94 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $87.23 million on $454.41 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$481.76 million in total assets, $630.17 million in total
liabilities, and a $148.41 million total deficit.

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

                        http://is.gd/Kzmq8W

                         About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

                           *     *     *

As reported by the TCR on April 11, 2011, Moody's Investors
Service lowered Edgen Murray II, L.P.'s probability of default
rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR)
to Caa3 from Caa1 and the company's 12.25% senior secured notes to
Caa3 from Caa2.  The downgrade was prompted by Edgen Murray's
continuing weak performance even as many of its peers began to
benefit in 2010 from higher oil prices, a higher rig count for oil
drilling, and increased drilling in and production from
alternative shale plays.

In September 2010, Standard & Poor's Ratings Services said that it
lowered its corporate credit rating on Edgen Murray II L.P. to 'B-
' from 'B'.  The rating outlook is stable.

"The downgrade reflects S&P's expectation that 2010 EBITDA will
likely be around $30 million, materially lower than its previous
expectation of about $55 million, due to ongoing weakness in the
company's Western Hemisphere segment as a result of lower capital
spending on projects in the region," said Standard & Poor's credit
analyst Sherwin Brandford.


EDRA BLIXSETH: Trial of Lawsuit v. Insurer Begins Next Month
------------------------------------------------------------
Trial in the adversary proceeding commenced by Ross P. Richardson,
the duly-appointed Chapter 7 Trustee for Yellowstone Club World,
LLC, and Richard J. Samson, the duly-appointed Chapter 7 Trustee
for the Estate of Edra D. Blixseth, asserting breach of contract,
bad faith and violation of the automatic stay claims against
Cincinnati Insurance Company will proceed as scheduled on Dec. 1,
2011, after Bankruptcy Judge Ralph B. Kirscher rejected competing
motions for summary judgment lodged by both sides.  CIC issued a
Blue Chip Policy to Yellowstone Mountain Club and its subsidiaries
for the period from Jan. 31, 2008 through Jan. 31, 2009.  The
Policy provides "Directors and Officers Liability and Company
Coverage."

The lawsuit is, RICHARD SAMSON and ROSS P RICHARDSON, v.
CINCINNATI INSURANCE COMPANY, Adv. Proc. No. 11-00014 (Bankr. D.
Mont.).  A copy of Judge Kirscher's Nov. 14, 2011 Memorandum of
Decision is available at http://is.gd/qoKb44from Leagle.com.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011,
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

In May 2011, Mr. Blixseth persuaded the bankruptcy judge to
dismiss the involuntary Chapter 7 petition.  The bankruptcy judge
didn't reach the issue of whether Mr. Blixseth is bankrupt.
Instead, U.S. Bankruptcy Judge Bruce A. Markell ruled that the
involuntary petition shouldn't have been filed in Nevada because
Mr. Blixseth neither lived nor worked there, Mr. Blixseth said in
a statement.  Although the petition was dismissed, Judge Markell
is allowing the state of Montana to refile the petition in a
proper location.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


ELCOTEQ INC: Involuntary Chapter 11 Case Converted to Chapter 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
converted the Chapter 11 case of Elcoteq, Inc., to one under
Chapter 7 of the Bankruptcy Code.

On Nov. 4, 2011, creditors Plasticos Promex USA, Inc., Textape
Incorporated, Pallets $ Crates International, L.P., and TTE
Technology, Inc., asked the Court to convert the Chapter 11 case
of the Debtor.

According to the creditors, there has been a continuing loss of
diminution of the Debtor's estate in two months since the
commencement of the involuntary case.

In a separate filing, the Debtor has withdrawn its motion to
dismiss the involuntary Chapter 11 bankruptcy petition filed by
its creditors.

The Debtor related that on Oct. 27, 2011, Elcoteq filed a
voluntary Chapter 7 petition for relief in the Court.

                        About Elcoteq, Inc.

An involuntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 11-
31675) was filed against El Paso, Texas-based Elcoteq, Inc., dba
Elcoteq Americas, on Aug. 31, 2011.  Judge H. Christopher Mott
oversees the case.  Plasticos Promex U.S.A., Inc., owed
US$242,125; Textape Incorporated, owed US$34,118; and Pallets and
Crates International, owed US$19,929, filed the petition.
Corey W. Haugland, Esq., at James & Haugland, P.C., represents the
petitioning creditors.


ELEPHANT TALK: Incurs $7.3 Million Net Loss in Third Quarter
------------------------------------------------------------
Elephant Talk Communications, Corp., filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $7.27 million on $7.79 million of
revenue for the three months period ended Sept. 30, 2011, compared
with a net loss of $25.84 million on $9.04 million of revenue for
the same period during the prior year.

The Company reported a net loss of $92.48 million on
$37.17 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.30 million on $43.65 million of
revenue during the prior year.

The Company also reported a net loss of $18.70 million on $24.09
million of revenue for the nine months period ended Sept. 30,
2011, compared with a net loss of $52.54 million on $28.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $50.86
million in total assets, $9.53 million in total liabilities and
$41.32 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.

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

                        http://is.gd/8kwvvR

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.


EMISPHERE TECHNOLOGIES: Novartis Reports Results of SMC021 Study
----------------------------------------------------------------
Emisphere Technologies, Inc., has been informed by Novartis Pharma
AG that Novartis has released first interpretable results from its
three-year Phase III Study 2303 assessing the safety and efficacy
of oral calcitonin (SMC021) in the treatment of post-menopausal
osteoporosis, conducted by its license partner Nordic Bioscience
A/S.

According to Novartis, the FIR review found that, while Study 2303
observed the desired biological effect, a statistically
significant treatment effect for the increase in lumbar spine bone
mineral density in the SMC021 treatment group relative to placebo,
the study failed to demonstrate a statistically significant
treatment effect between treatment groups on the reduction of the
occurrence of new vertebral fractures at three years, the primary
endpoint of the study.  In addition, according to Novartis, no
statistically significant response was observed on key secondary
endpoints: e.g. new non-vertebral fractures or new clinical
fractures.  This preliminary analysis of data also showed that
SMC021 displayed a positive safety profile.

Novartis has not provided Emisphere with any further data from
Study 2303 at this time.  However, Novartis did inform the Company
that Study 2303 observed fewer overall vertebral fractures than
expected.  Novartis also informed the Company that they will
further analyze and evaluate the results of Study 2303 in
osteoporosis, as well as data from Phase III Studies 2301 and 2302
in osteoarthritis, prior to making a decision on the continuation
of the SMC021 program in both indications.  In addition, the
Company will require additional information from Novartis in order
to further analyze and evaluate the results of Study 2303 in
osteoporosis, as well as data from Phase III Studies 2301 and 2302
in osteoarthritis, in order to fully understand the methodologies
and results of those studies.

The Company's other development programs are continuing with Novo
Nordisk A/S using Emisphere's Eligen Technology to develop and
commercialize oral formulations of Novo Nordisk's insulins and
GLP-1 receptor agonists, with a potential GLP-1 drug currently in
a Phase I clinical trial; and with the Company's internally
developed oral formulation of Eligen B12 (1000 mcg.) for use by
B12 deficient individuals undergoing evaluation of regulatory and
commercial development options.

                   About Emisphere Technologies

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

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

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

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

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

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


EMMIS COMMUNCATIONS: Zell Agrees to Buy $35MM Unsecured Notes
-------------------------------------------------------------
Emmis Communications Corporation, on Nov. 10, 2011, entered into a
Note Purchase Agreement with Zell Credit Opportunities Master
Fund, L.P.  Under the Note Purchase Agreement, Zell has agreed to
purchase up to $35,000,000 of unsecured notes.  Emmis will be
permitted to sell the Notes to Zell on up to four separate
occasions on or before Feb. 2, 2012.  The net proceeds from the
Notes are expected to be used to enter into agreements enabling
Emmis to ultimately acquire its 6.25% Series A Cumulative
Convertible Preferred Stock.  The Notes Purchase Agreement
provides that Preferred Stock purchases may be completed through
privately negotiated transactions with individual Preferred Stock
holders using a total return swap or escrow arrangement or through
a tender offer.  Interest on the Notes is not payable in cash and
will accrue quarterly at a rate of 22.95 percent per annum.  The
Notes will mature in February of 2015 and are subject to (i)
certain restrictions comparable to those in Emmis' senior secured
credit facility, including the prohibition of any dividend
payments on Emmis' capital stock and certain restrictions on the
ability of Emmis to incur additional indebtedness and (ii)
restrictions on repayment of the Notes prior to their final
maturity date.  The Note Purchase Agreement contains customary
representations, warranties, covenants and indemnities.

On Nov. 10, 2011, Emmis and certain of its subsidiaries entered
into an amendment of their senior secured credit facility to allow
for the entry of the Note Purchase Agreement and the transactions
contemplated by the certain securities purchase agreements and
which made Emmis subject to the covenants contained in such credit
facility.

Emmis has entered into securities purchase agreements with certain
holders of its Preferred Stock.  The transactions will settle
pursuant to the terms of total return swaps or escrow
arrangements, the terms of which provide that until final
settlement of these arrangements, the seller agrees to vote its
shares in accordance with the prior written instructions of Emmis.
Emmis may enter into additional transactions to purchase its
Preferred Stock in the future.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $471.19
million in total assets, $479.49 million in total liabilities,
$140.45 million in Series A cumulative convertible preferred
stock, and a $148.75 million total deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending Nov. 30, 2011.


EOS PREFERRED: Posts $591,000 Net Income in Third Quarter
---------------------------------------------------------
EOS Preferred Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $591,000 on $773,000 of revenue for the three months
ended Sept. 30, 2011, compared with net income $2.91 million on
$3.18 million of revenue for the same period during the prior
year.

The Company also reported net income of $2.27 million on $3.01
million of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $6.11 million on $6.89 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $87.07
million in total assets, $357,000 in total liabilities and $86.71
million in total stockholders' equity.

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

                        http://is.gd/Q7TUYO

                       About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.


EQK BRIDGEVIEW: Notifies Court on Change of Mailing Address
-----------------------------------------------------------
EQK Bridgeview Plaza, Inc., notified the U.S. Bankruptcy Court for
the Northern District of Texas of its new mailing.  The new
address of the Debtor is:

         EQK Bridgeview Plaza, Inc.
         1603 LBJ Freeway, Suite 800
         Dallas, TX 75234

                        About EQK Bridgeview

Based in Dallas, Tex., EQK Bridgeview Plaza, Inc., sought chapter
11 protection (Bankr. N.D. Tex. Case No. 10-37054) on Oct. 4,
2010, and is represented by Melissa S. Hayward, Esq. --
MHayward@FSLHlaw.com -- at Franklin Skierski Lovall Hayward LLP in
Dallas, Tex.  The Debtor owns four parcels of real estate that it
values at $74 million.

In its schedules, the Debtor disclosed total assets of $76,458,815
and total liabilities of $74,763,048.

On Oct. 3, 2011, the Court confirmed EQK Bridgeview Plaza, Inc.'s
Third Amended Joint Plan of Reorganization, and on Nov. 4, 2011,
the effective date of the Plan occurred.


EVERGREEN ENERGY: Chairman and Interim CEO Ilyas Khan Resigns
-------------------------------------------------------------
Evergreen Energy Inc. announced that effective Nov. 13, 2011,
Ilyas Khan has resigned from his positions as director, Executive
Chairman and Interim Chief Executive Officer and Peter B. Moss
resigned as a director of the Company.  The resignations are not
the result of any disagreements regarding the Company's
operations, policies or practices.

The Board has appointed Richard Perl and Thomas H. Stoner, Jr., to
serve as Co-Chairmen of the Board of Directors.

Mr. Khan is a substantial shareholder of Stanhill Capital Partners
and Mr. Moss has acted as an advisor to Stanhill.  The Special
Committee of the Company's Board of Directors and its advisors are
currently evaluating Stanhill's unsolicited offer and are also
exploring other strategic alternatives which may be available to
the Company.

"Ilyas Khan's contributions to Evergreen have been enormous.
Under his leadership, Evergreen verified the superior capacities
of the K-Fuel process and implemented a strategy, including
Southern Coal Holdings, to commence commercialization of the
technology.  While the Board will miss Mr. Khan's and Mr. Moss's
leadership and valuable contributions, their resignations will
allow them to focus on current negotiations associated with the
pending Stanhill offer.  Evergreen is in strong hands with the
remaining executive team, including the recent addition of Judy
Tanselle as President," commented Richard Perl, Co-Chair of the
Company's Board of Directors.

                      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.


EVERGREEN ENERGY: Delays Filing of Form 10-Q for 3rd Quarter
------------------------------------------------------------
Evergreen Energy Inc. was unable to file its quarterly report on
Form 10-Q for the period ended Sept. 30, 2011, on the due date
because its management has not completed its final review of the
quarterly report.  In addition, a material subsequent event
occurred on Nov. 13, 2011, that requires modification to the 10-Q.
The Company requires additional time to complete compilation of
disclosures contained in the Form 10-Q and allow for sufficient
time for a third party processor to convert the filing to the XBRL
format.  The Company was unable to eliminate delays as they relate
to these matters without unreasonable effort or expense.  The
Quarterly Report on 10-Q will be filed on or before the fifth
calendar day following the prescribed due date.

                      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.


FILENE'S BASEMENT: Creditors' Retains Hahn & Hessen as Counsel
--------------------------------------------------------------
Hahn & Hessen LLP has been retained to represent the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Filene's Basement, LLC and Syms Corp., filed in the Bankruptcy
Court for the District of Delaware.  Mark T. Power, Mark S.
Indelicato and Janine M. Cerbone, partners in the Firm's
bankruptcy group, are heading up the engagement.

Filene's Basement and Syms collectively own and operate forty-six
"off-price" retail stores selling nationally recognized designer
or brand-name labels for men, women and children situated
throughout the Northeast, Middle Atlantic, Midwest, Southwest and
Southeast regions of the United States.  Members of the Creditors
Committee include PVH Corp., Vornado Realty Trust, Rabina
Properties, LLC, Saul Zabar, Stanley Zabar and 2220 Broadway, LLC
c/o Lori-Zee Corp., and Rosenthal & Rosenthal, Inc.

Hahn & Hessen's engagement represents the most recent in a long
line of high-profile bankruptcies in which the Firm has been
retained as committee counsel.  In the past few years, the Firm
has been retained to represent the creditors' committee in the
bankruptcy proceedings of, among others, retailers, Loehmann's and
Crabtree & Evelyn; hotel owner/operator, Extended Stay/Homestead
Hotels; mortgage lenders and servicers, C-BASS, New Century
Financial and American Home Mortgage; and multifamily apartment
properties owner/operator, PJ Finance Company.

                     About Hahn & Hessen LLP

Founded in 1931, Hahn & Hessen LLP -- http://www.hahnhessen.com/-
- is among the nation's leading law firms focusing on
representation of financial institutions and creditors in matters
encompassing all phases of the commercial credit cycle, including
documentation and workout, enforcement and litigation, and
bankruptcy and reorganization, with related corporate, real
estate, and securities and tax competencies.

                      About Filene's Basement

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

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

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

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.


FILENE'S BASEMENT: Franklin, Two Shareholders on Syms Panel
-----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
filed an amended notice of appointment of an equity security
holders committee in Syms Corp.'s bankruptcy.  The equity panel
consists of:

          1. Esopus Creek Value Series Fund LP- Series ?L?
             Attn: Andrew L. Sole
             245 Park Avenue
             New York, NY 10167
             Tel: 212-209-7306
             Fax: 212-209-7309

          2. Franklin Value Investors Trust
             Franklin Balance Sheet Investment Fund
             Attn: Dick Kuersteiner & Piret Loone
             One Franklin Parkway
             San Mateo, CA 94403
             Tel: 650-312-4525
             Fax: 650-525-7141

          3. DS Fund I, LLC
             Attn: Marina Shevyrtalova
             7274 Fisher Island Drive
             Miami Beach, FL 33109
             Tel: 646-512-5139
             Fax: 646-512-5149


Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with 9.2% of the stock as of Sept. 30, Franklin is
the second-largest shareholder, according to data compiled by
Bloomberg.  The only larger holding is by Marcy Syms, the
company's chairman.  As an insider, she was ineligible for
committee service.  There is an official equity committee in
recognition of the possibility that Syms is solvent.

According to the report, at a hearing, the bankruptcy court in New
York gave authorization to conduct going-out-of-business sales at
all 46 stores.

The report relates that responding to objections from some
creditors, the agreement with the liquidators was improved, the
Company's lawyer told the judge.  In answer to an objection by
Esopus, proceeds from the Syms and Filene's stores will be
segregated.  The shareholder wanted segregation because it
believes Filene's won't generate enough to pay its creditors in
full while Syms will.

                    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: Court OKs 2nd Agency Pact With Hilco & Gordon
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Syms Corp.'s motion to enter into a second agency agreement with a
joint venture of Gordon Brothers Retail Partners and Hilco
Merchant Resources, authorizing the agent to sell certain assets
consisting of merchandise and owned furniture, fixtures and
equipment at the Debtors' respective stores through store closing
sales and further authorizing the Debtors to abandon unsold
merchandise and furniture, fixtures and equipment after conclusion
of the sale.

                     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%.


FIRST STREET: Taps Macdonald & Associates as Attorneys
------------------------------------------------------
First Street Holdings NV, LLC, et al. ask the U.S. Bankruptcy
Court for the Northern District of California permission to employ
Macdonald & Associates as attorneys.

The firm will assist the Debtors in plan formulation, preparing
schedules and statement of financial affairs, reviewing monthly
operating reports, responding to creditor inquiries, litigating
potential claims by or against third parties, assisting it with
sales of assets, together with any and all services usually
performed by debtors' counsel in a chapter 11 case.

The Debtors will employ and appoint Macdonald & Associates as
their attorneys under a general retainer.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About First Street

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


FIRSTPLUS FIN'L: Trustee Taps KCC as Claims Agent
-------------------------------------------------
Matthew D. Orwig, Chapter 11 trustee for Firstplus Financial
Group, Inc., asks authority from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Kurtzman Carson Consultants
LLC as notice and balloting agent.

Mr. Orwig said that due to the large number of potential
creditors, shareholders and parties in interest involved in the
case, retaining KCC to provide these services is the most
effective and efficient manner of providing notice in this
Bankruptcy Case.

Pursuant to the Services Agreement, KCC will perform various
noticing and other services, if necessary, at the request of the
Trustee or the Clerk's Office.  Such Services may include:

   (a) complying with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

   (b) establishing and maintaining a public access web site
       setting forth pertinent case information and documents
       relating to the Plan and Disclosure Statement in this
       Bankruptcy Case where parties can view those pleadings
       and documents without charge during regular business
       hours;

   (c) preparing and serving required notices in the Bankruptcy
       Case, including:

         -- a notice of the proposed extended claims bar
            date for certain shareholders;

         -- notices of any hearings on a disclosure statement
            and confirmation of the Debtor's plan of
            reorganization; and

         -- such other miscellaneous notices as the Debtor or
            Court may deem necessary or appropriate for an
            orderly administration of the Bankruptcy Case.

   (d) assisting with solicitation of votes and tabulation of
       ballots in connection with a plan of reorganization;
       and

   (e) providing such other processing, noticing, balloting and
       administrative services as may be requested from time to
       time by the Trustee.

The Debtor proposes that the cost of KCC's services be paid from
the Debtor's bankruptcy estate according to the Services Agreement
and as provided by Section 156(c) of the Judicial and Judiciary
Procedures Code and Section 503(b)(1)(A) of the Bankruptcy Code.

Albert Kass, KCC's Vice President of Corporate Restructuring
Services, assures the Court that KCC neither holds nor represents
any interest adverse to the Debtor's estate in connection with
any matter on which it would be employed, and that it is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14) of the
Bankruptcy Code.

                     About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serve as counsel.  The Debtor has total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq. -- pfranklin@fslhlaw.com -- at Franklin
Skierski Lovall Hayward LLP.  Franklin Skierski was elevated to
lead counsel from local counsel in the stead of Jo Christine Reed
and SNR Denton US, LLP, due to the maternity leave of Ms. Reed.


FITZGERALD HARRIS: Individual Debtor's Sale-Leaseback Deal Nixed
----------------------------------------------------------------
Bankruptcy Judge Walter Shapero denied the request of Fitzgerald
Harris to sell his principal residence at 19402 Verna Lane,
Romulus, Michigan, as part of an amended bankruptcy plan, free and
clear of any liens; form a limited liability company that will buy
the home; and then either rent or purchase the home from the
company.  Everhome Mortgage Company challenged the proposal. Judge
Shapero said the Debtor cannot sell his principal residence free
and clear of Everhome's lien -- or the second mortgagee's lien --
and force Everhome to accept less than what it is owed on its
claim.

Fitzgerald Harris III filed a voluntary Chapter 13 petition and
then filed a motion to convert his case to one under Chapter 11
(Bankr. E.D. Mich. Case No. 10-74280).  The Court granted that
motion.  The Debtor filed a Combined Plan and Disclosure Statement
and a First Amended Combined Plan and Disclosure Statement.  The
Court granted Preliminary Approval of the Disclosure Statement.

Everhome holds a first mortgage on the Debtor's residence securing
its claim of $231,803.  Another creditor, First Tennessee Bank,
holds a second mortgage in the approximate amount of $74,718.

Under the amended plan, the Debtor proposes to pay Everhome
$150,000, the purported fair market value according to the Debtor,
in satisfaction of its first mortgage lien with the balance of
Everhome's claim being paid on a pro rata basis as an unsecured
claim.  Both Everhome and First Tennessee filed objections to the
Amended Plan.

The Debtor relies on 11 U.S.C. Sec. 363(f)(1) and (5) as basis for
permitting the sale.  The Debtor further claims that "detailed
market analysis and appraisals" demonstrate that the value of the
residence is substantially lower than Everhome's claim.  Everhome
objects to the motion arguing that none of the circumstances
permitting a sale under Sec. 363(f) are present and, because its
mortgage is secured by the Debtor's principal residence, its lien
is non-modifiable pursuant to Sec. 1123(b)(5).  At the motion
hearing, the Debtor abandoned his reliance on Sec. 363(f)(1) as a
basis for relief and instead proceeds solely under Sec. 363(f)(5).
According to the Debtor, the narrow legal issue is whether the
Debtor may sell his principal residence free of Everhome's lien
and compel Everhome to accept less than full satisfaction of its
claim.  Everhome agreed that was the issue, but reiterated its
position that Sec. 1123(b)(5) prohibits the Sec. 363(f)(5) sale.

A copy of Judge Shapero's Nov. 7, 2011 Opinion is available at
http://is.gd/Ifjbnffrom Leagle.com.


FLEETPRIDE CORP: Moody's Rates Credit Facilities at 'B1'
--------------------------------------------------------
Moody's Investors Service assigned a B1 rating to FleetPride
Corporation's proposed credit agreement, consisting of a $60
million senior secured revolving credit facility due 2016 and a
$370 million senior secured term loan due 2017. Moody's also
affirmed the company's B2 corporate family rating and changed the
probability of default rating to B3 from B2. The ratings outlook
remains stable.

Ratings assigned:

Proposed $60 million senior secured revolving credit facility due
2016 at B1 (LGD3, 33%);

Proposed $370 million senior secured term loan B due 2017 at B1
(LGD3, 33%).

Rating affirmed:

Corporate family rating at B2.

Rating changed:

Probability of default rating to B3 from B2.

Ratings affirmed and to be withdrawn:

Senior secured revolving credit facility due 2012 at Ba2 (LGD2,
22%);

Senior secured term loan due 2013 at Ba2 (LGD2, 22%);

11.5% senior unsecured notes due 2014 at B3 (LGD5, 72%).

RATINGS RATIONALE

Proceeds from the proposed bank debt will be used to refinance
existing debt and for general corporate purposes. Moody's
favorably views the proposed transaction to the extent that it
improves the debt maturity profile and increases the cash balance.

The affirmation of the corporate family rating reflects Moody's
view that pro forma credit metrics are still consistent with the
ratings category, even as the financing increases debt levels. Pro
forma debt to EBITDA increases to 5.3 times from an actual level
of 4.9 times through the twelve months ended September 30, 2011
(including Moody's standard analytical adjustments and
incorporating the proposed refinancing). However, Moody's expects
positive comparable branch revenues will translate into improved
earnings such that debt to EBITDA declines below 5.0 times near-
term. The rating affirmation also considers favorable organic
growth trends in recent periods and Moody's expectation that
comparable branch revenues will remain positive despite uncertain
macroeconomic conditions.

FleetPride's B2 corporate family rating reflects its high pro
forma financial leverage with debt to EBITDA exceeding 5.0 times,
modest interest coverage with pro forma EBITA to interest of about
2.0 times, the cyclical nature of its end-market, and increasing
acquisition activity. Notwithstanding these risks, the rating also
considers the company's meaningful size and national geographic
footprint. The rating also considers an upturn in operating
performance since 2009 and associated improvement in credit
metrics as well as consistent free cash flow generation.

The stable outlook reflects Moody's expectation that FleetPride
will maintain recent improvements in revenues and earnings such
that debt to EBITDA is reduced below 5.0 times and EBITA to
interest exceeds 2.0 times near-term.

A ratings upgrade could result from continued improvements in
operating performance such that debt to EBITDA is sustained below
4.0 times and EBITA to interest coverage exceeds 2.5 times.

FleetPride's ratings could be downgraded if a cyclical downturn
causes operating performance to weaken such that debt to EBITDA
increases above 6.0 times and EBITA to interest falls below 1.5
times. Acquisition spending that exceeds expectations could also
result in ratings pressure.

Given that the company's proposed capital structure primarily
consists of first lien bank debt, the probability of default
rating was lowered one notch below the corporate family rating
(consistent with Moody's Loss Given Default Methodology).

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Additional information can be found in the FleetPride Credit
Opinion published on Moodys.com.

FleetPride Corporation, based in The Woodlands, Texas, is an
independent U.S distributor of aftermarket heavy-duty truck and
trailer parts. Investcorp acquired the company in 2006.


FLEETPRIDE CORP: S&P Puts 'B' Corp. Credit Rating on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on FleetPride Corp. on CreditWatch with positive
implications. "At the same time, we assigned 'B+' ratings and a
'3' recovery rating to the company's proposed $60 million
revolver and $370 million term loan," S&P said.

"The CreditWatch listing reflects our view that, on completion of
the proposed financing, we would raise our corporate credit rating
to 'B+' with a stable outlook," explained Standard & Poor's credit
analyst Lawrence Orlowski. "In July 2011, we noted several
assumptions for FleetPride to reach a higher rating, including
leverage staying below 5x on a sustained basis and clarity around
the timeline and terms of the company's refinancing plans for the
June 2012 expiration of the bank revolver. In our view, the
company's performance in 2011 has been consistent with our
expectations for a higher rating. Moreover, the proposed financing
extends the maturity dates of the company's capital structure by
several years."

"We expect to resolve the CreditWatch shortly after the completion
of the company's refinancing of its existing indebtedness with its
lenders," added Mr. Orlowski. 'We currently expect to raise our
rating on FleetPride to 'B+' with a stable outlook with the
resolution of the CreditWatch. While our business risk descriptor
is likely to remain weak, the financial risk descriptor will
likely be changed to aggressive from highly leveraged."


FLORIDA GAMING: Incurs $5.6 Million Net Loss in Third Quarter
-------------------------------------------------------------
Florida Gaming Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $5.61 million on $1.51 million of total operating
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $2.01 million on $2 million of total operating revenue
for the same period during the prior year.

The Company reported a net loss of $4.84 million on $4.11 million
of Jai-Alai Mutuel revenue for the year ended Dec. 31, 2010,
compared with a net loss of $4.87 million on $6.85 million of Jai-
Alai Mutuel revenue during the prior year.

The Company also reported a net loss of $11.98 million on $5.80
million of total operating revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $5.18 million on $7.78
million of total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $96.75
million in total assets, $114.19 million in total liabilities and
a $17.44 million total stockholders' deficit.

As reported by the TCR on April 7, 2011, King + Company, PSC, in
Louisville, Kentucky, noted that the Company has suffered
recurring losses from operations and cash flow deficiencies which
raise substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/w4Ao96

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.


FONAR CORP: Reports $1.7 Million Net Income in Sept. 30 Quarter
---------------------------------------------------------------
Fonar Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.77 million on $9.61 million of total net revenues for the
three months ended Sept. 30, 2011, compared with net income of
$385,000 on $8.68 million of total net revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$33.10 million in total assets, $25.65 million in total
liabilities, and $7.45 million in total stockholders' equity.

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

                       http://is.gd/97MPuQ

                           About FONAR

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

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


GENERAL MARITIME: Oaktree to Provide $175MM Funding in Ch. 11 Case
------------------------------------------------------------------
General Maritime Corporation has reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
financial restructuring to strengthen the Company's balance sheet
and enhance its financial flexibility.

The restructuring agreement and related equity commitment letter
have the support of over two thirds of the Company's obligations
from its banks and Oaktree.  Among other things, under terms of
the agreements, Oaktree will provide a $175 million new equity
investment in General Maritime and convert its prepetition secured
debt to equity.  Under the terms of the agreement, General
Maritime expects to substantially reduce its funded indebtedness
and enhance its liquidity profile. Operations are expected to
continue without interruption.

In order to implement the terms of the restructuring agreement and
equity commitment letter, General Maritime Nov. 17 elected to file
for relief under Chapter 11 of the United States Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of New
York. Substantially all of the Company's subsidiaries - with the
exception of those in Portugal, Russia and Singapore as well as
certain inactive subsidiaries- have also commenced Chapter 11
cases.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new debtor-in-possession
(DIP) financing from a group of lenders led by Nordea as
administrative agent.  The initial amount of the DIP is $75
million, however, the credit facility contemplates that, if
needed, the Company will have access to another $25 million of
future financing, subject to the applicable lenders' agreement,
certain other conditions and further order of the Bankruptcy
Court.  Upon approval by the Bankruptcy Court, the new financing,
combined with cash generated from the Company's ongoing
operations, will provide substantial liquidity, be used to support
the business during the restructuring process and prevent customer
interruption.  General Maritime anticipates that it will continue
to meet its obligations going forward to its customers, vendors
and employees.

Jeffrey D. Pribor, Chief Financial Officer, said, "We are very
pleased to have reached these agreements with certain of our key
senior lenders, which we believe underscore their confidence in
our business and represents an important step forward for our
company and provides for a commitment of liquidity.  Our
operations are strong, but continued macroeconomic weakness and
reduced tanker rates have diminished our cash flow and our ability
to comply with certain covenants under our debt instruments.  We
are taking appropriate steps to align our capital structure, which
was put in place under a different economic climate, with the
realities of today's markets and economy.  Having reviewed the
options available, we determined that implementing these
agreements with our key lenders through court-supervised
proceedings will facilitate our financial restructuring and that
this is the best course of action for General Maritime.  This
restructuring process will allow us to continue to support our
customers, suppliers and employees while we work to enhance the
Company's position as a leading provider of international seaborne
oil transportation services."

"We look forward to working together with our creditors to
complete a successful financial restructuring. General Maritime
owns and operates one of the world's largest and most diverse
fleets of tankers, and we remain committed to safely and
efficiently serving our customers.  We appreciate the ongoing
dedication of our employees, whose hard work is critical to our
success and the future of our company.  We also thank our
customers, suppliers, lenders and business partners for their
support as we work to position General Maritime for profitable
growth," concluded Mr. Pribor.

Under the agreements, the parties agreed to support a plan of
reorganization for the Company that would include:

Oaktree's agreement to provide the reorganized Company with a new
$175 million equity investment, $75 million of which would be used
to pay down the Company's senior secured first lien facilities;

Oaktree's agreement to convert 100% of its senior secured debt
into equity of the reorganized Company; and

The Key Senior Lenders' agreement to amend their credit facilities
in order to provide the Company with relief in the form of an
amortization "holiday" until June 2014, deferring cash payments of
approximately $140 million for approximately two and a half years.

The restructuring agreement contemplates the negotiation of
definitive documents by December 2011, and provides that the
transaction be implemented pursuant to a Chapter 11 plan for
General Maritime that must become effective by April 2012.

The parties have agreed that the Company may continue to seek
alternative equity commitment proposals pursuant to the
restructuring agreement in accordance with its fiduciary duties.
As such, the Company may continue to solicit, respond to, and
negotiate the submission of alternative equity commitment
proposals as part of its Chapter 11 case.

The terms of the restructuring are subject to definitive
documentation and approval by the Bankruptcy Court, among other
conditions.  Accordingly, no assurance can be given that the
transactions described herein will be effected.


                      About General Maritime

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on
$387.16 million of voyage revenue for the year ended Dec. 31,
2010, compared with a net loss of $11.99 million on $350.52
million of voyage revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.44 billion in total liabilities, and $339.32
million in total shareholders' equity.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.

In the Sept. 6, 2011, edition of the TCR, Moody's Investors
Service lowered its probability of default rating of General
Maritime to 'Caa3' from 'Caa1' and corporate family rating to
'Caa3' from 'B3'.  The outlook is negative.

The downgrade of the ratings to Caa3 reflects GenMar's still
tightening liquidity notwithstanding the recent issuance of junior
debt capital and relaxation of the minimum liquidity covenant of
its various debt facilities.  Moody's believes that seasonal
freight rates will remain close to current levels through most of
2012, because growth in ton-mile demand is unlikely to absorb
continuing excess vessel supply.  With the majority of the
company's current time-charter out contracts expiring in the next
12 to 15 months, GenMar will face increasing exposure to the
mainly lower spot market freight rates.  Moody's expects the
company to continue to have a difficult time achieving positive
operating cash flow, which could threaten its ability to make cash
interest payments.  The resultant overreliance on its cash
balance, which stood at almost $59 million at June 30, 2011 to
meet its operating and debt service requirements, could cause it
to fall out of compliance with the minimum liquidity covenant,
which the lenders recently agreed to lower to $35 million through
Dec. 31, 2011.


GIORDANO'S ENTERPRISES: Victory Park-Led Group Offers $61.6MM Bid
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that an investor group led by
Victory Park Capital private equity firm has offered the top
auction bid of $61.6 million to buy Chicago's treasured Giordano's
deep dish pizza chain.

As reported in the Troubled Company Reporter on Nov. 2, 2011, Mark
Heschmeyer at CoStar Group reports that Philip V. Martino, the
Chapter 11 Trustee for Giordano's Enterprises Inc., filed a motion
to approve Italian Food Network LLC, as the stalking horse bidder
to purchase Giordano's restaurant operations for $26 million.
According to the report, the deal does not include the real estate
in which many of the restaurants; those assets are still to be
sold separately.  The report noted the trustee is seeking approval
to set Nov. 10, 2011, as the deadline for the submission of
competing bids and Nov. 15, 2011, as the auction date.  The
trustee expects the bidding for the real estate to be robust.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GRAHAM SLAM: Files Schedules of Assets and Liabilities
------------------------------------------------------
Graham Slam, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Washington (Tacoma) its schedules of
assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                $13,407,326
B. Personal Property                $75,937
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $12,869,699
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                           $20,340
                                -----------      -----------
       TOTAL                    $13,483,263      $12,890,039

A copy of the schedules is available for free at:

          http://bankrupt.com/misc/GRAHAM%20SLAM_sal.pdf

                         About Graham Slam

Graham Slam, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011, before Judge Brian D.
Lynch.  Richard G. Birinyi, Esq., at Bullivant Houser Bailey PC
serves as the Debtor's bankruptcy counsel.


GRAYMARK HEALTHCARE: Incurs $1.5 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Graymark Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.58 million on $4.48 million of net revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$3.83 million on $4.87 million of net revenues for the same period
during the prior year.

The Company also reported a net loss of $4.10 million on
$13.09 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $5.43 million on $15.72 million
of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $29.67
million in total assets, $23.11 million in total liabilities and
$6.56 million in total equity.

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

                        http://is.gd/Gq6ALr

                     About Graymark Healthcare

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.


GREEN PLANET: Delays Filing of Form 10-Q for Sept. 30 Quarter
-------------------------------------------------------------
Green Planet Group, Inc., informed the U.S. Securities and
Exchange Commission that in order for it to complete the financial
statements and narrative information for the fiscal quarter ended
Sept. 30, 2011, the Company requires additional time to file its
Form 10-Q for such fiscal quarter.

                        About Green Planet

Green Planet Group, Inc., is engaged in the research, development,
manufacturing and distribution of a variety of products that
improve overall energy efficiency with a specific concentration on
petroleum based energy sources.  The Company currently has four
wholly owned operating subsidiaries, EMTA Corp, XenTx Lubricants,
Inc., White Sands, L.L.C., and Lumea, Inc.

The Company's balance sheet at June 30, 2011, showed $6.05 million
in total assets, $40.97 million in total liabilities, and a
$34.91 million total stockholders' deficit.

As reported by the TCR on July 21, 2011, Semple, Marchal & Cooper,
LLP, in Phoenix, Ariz., says that Green Planet Group's significant
operating losses and negative working capital raise substantial
doubt about its ability to continue as a going concern.


GRUBB & ELLIS: Reports $4.7 Million Net Income in Third Quarter
---------------------------------------------------------------
Grubb & Ellis Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $4.79 million on $128.69 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $15.31
million on $129.02 million of total revenue for the same period
during the prior year.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company also reported a net loss of $28.61 million on
$378.90 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $58.56 million on
$372.38 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$149.77 million in total assets, $152.74 million in total
liabilities, $98.89 million in preferred stock, and a
$101.85 million total deficit.

The Company said it may seek additional financing prior to the
completion of its review of strategic alternatives.  It is
anticipated that any strategic alternative would include
provisions to extend, retire or refinance the Colony credit
facility at or prior to maturity.  If the Company is unable to
extend, retire or refinance the Colony credit facility prior to
maturity, it could create substantial doubt about the Company's
ability to continue as a going concern for the twelve month period
following the date of these financial statements.  The Company
believes that upon completion of its strategic alternative process
the Company will have sufficient liquidity to operate in the
normal course over the next twelve month period.

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

                        http://is.gd/UACTW8

                    About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.


GUITAR CENTER: Incurs $27.4 Million Third Quarter Net Loss
----------------------------------------------------------
Guitar Center, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $27.38 million on $488.12 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of $23.05
million on $465 million of net sales for the same period a year
ago.

The Company also reported a net loss of $64.78 million on
$1.46 billion of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $54.17 million on $1.41 billion
of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.06 billion in total assets, $1.97 billion in total liabilities
and $93.77 million in total stockholders' equity.

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

                        http://is.gd/uViaIc

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HARRISBURG, PA: Majority of City Council Vote for Chapter 9
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the majority of the city council in Harrisburg,
Pennsylvania, that voted for a Chapter 9 municipal debt adjustment
submitted papers on Nov. 14 countering the state's contentions
that a state law prohibited bankruptcy.

The state relied on a law known as Act 26 which prohibited cities
of Harrisburg's size from filing bankruptcy before July 2012.

According to the report, in papers written by lawyer Mark
Schwartz, the city council majority contends that Act 26 is
unenforceable because it violates the Equal Protection Clauses of
the state and federal constitutions.  Mr. Schwartz's papers argue
that the proper governing statute is Act 47. Laying out reasons
why the city properly invoked state law, he contends that Act 47
governs the process by which localities are permitted to file
bankruptcy.

The report relates that where the state contended that the city
violated numerous laws prescribing how and when local laws take
effect, the city council points to Act 47 as requiring nothing
more than a majority vote from the local governing body.

The bankruptcy court in Harrisburg will hold a hearing on Nov. 23
to consider the state's motion to dismiss the Oct. 11 bankruptcy
filing as unauthorized and in violation of state law.

                 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.


HAWAIIAN AIRLINES: To Touch Down on East Coast With NY Flights
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that after expanding to Japan and
Korea over the past year, Hawaiian Airlines is now aiming for its
far east: New York City.

                     About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers nonstop service to Hawaii from more U.S.
gateway cities than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides approximately 145 daily jet flights among the Hawaiian
Islands.

Hawaiian Airlines filed for Chapter 11 protection (Bankr. D.
Hawaii Case No. 03-00827) on March 21, 2003.  Joshua Gotbaum
serves as the chapter 11 trustee for Hawaiian Airlines, Inc.  Mr.
Gotbaum is represented by Tom E. Roesser, Esq., and Katherine G.
Leonard, Esq., at Carlsmith Ball LLP and Bruce Bennett, Esq.,
Sidney P. Levinson, Esq., Joshua D. Morse, Esq., and John L.
Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.  The
Bankruptcy Court confirmed the Chapter 11 Trustee's Plan of
Reorganization on March 10, 2005.  Hawaiian Airlines emerged from
Chapter 11 on
June 2, 2005.


HELLAS TELECOM: Noteholders File $104-Mil. Suit Against PE Firms
----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that noteholders of
Hellas Telecommunications Sarl on Tuesday sued private equity
firms TPG Capital LP and Apax Partners LLP to recover more than
EUR77 million ($104 million) they pocketed while allegedly driving
the telecom into insolvency.

TPG and Apax acquired the profitable cellphone company formerly
called Tim Hellas Communications SA in 2005 and pursued a
breakneck expansion, borrowing vast sums, including EUR1.5 billion
($2.2 billion), from noteholders, which the buyout firms used to
reward themselves despite burying the company in debt, according
to the complaint obtained by Law360.

As reported by the Troubled Company Reporter-Europe on Nov. 30,
2009, Bloomberg News said the English High Court approved an order
to place Hellas II into administration.  Maggie Mills and Alan
Hudson were appointed by the court as joint administrators to
Hellas II, Bloomberg disclosed, citing a statement from Ernst &
Young.


HMC/CAH CONSOLIDATED: Can Use Cash Colleteral Until Dec. 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
authorized HMC/CAH Consolidated, Inc., to use cash collateral
until the earliest of (i) the close of business on Dec. 31, 2011,
or (ii) the conclusion of the final hearing on the Cash Collateral
Motion authorizing the Debtors' continued use of Cash Collateral,
as limited by a budget.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
the Debtors' capital structure is comprised of:

     (A) Accounts Receivables Financing

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

     (B) Mezzanine Financing

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

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

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

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

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

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

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

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

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

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

     (C) Lauderdale Financing

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

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

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

     (D) I-70 Financing

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

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

     (E) Drumwright Financing

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

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

     (F) Oswego Financing

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

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

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

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

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

                   Committee's Limited Objection

The Official Committee of Unsecured Creditors has been working
with the Debtors and several of its allegedly secured prepetition
lenders on terms of a proposed agreed interim order granting the
Motion.  However, the Committee only received a proposed six month
budget on Nov. 7, 2011 and a revised six-month budget on Nov. 8,
2011.  At this time, the Committee is unsure whether its comments
will be incorporated into the proposed interim order that the
Debtors and the Lenders intend to submit for consideration at
tomorrow's hearing on the Motion.  Therefore, the Committee files
this Objection in order to ensure that unsecured creditors'
concerns are satisfactorily addressed in the next interim, and
ultimately any final, order concerning the Motion.

The Committee is represented by:

         Jeffrey A. Deines, Esq.
         LENTZ CLARK DEINES PA
         9260 Glenwood
         Overland Park, Kansas 66212
         Tel: (913) 648-0600
         Fax: (913) 648-0664
         E-mail: jdeines@lcdlaw.com

                     About HMC/CAH Consolidated

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

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


HOST HOTELS: Fitch Assigns 'BB' Rating to $300-Mil. Sr. Notes
-------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to the $300 million aggregate
principal amount 6.0% private placement senior notes due 2021
priced by Host Hotels & Resorts, L.P., the sole general partner of
Host Hotels & Resorts, Inc. (NYSE: HST).  The offering is expected
to close on November 18, 2011. Fitch currently rates the company
as follows:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating (IDR) 'BB'.

Host Hotels & Resorts, L.P.

  -- IDR 'BB';
  -- Bank credit facility 'BB';
  -- Senior notes 'BB';
  -- Exchangeable senior debentures 'BB'.

The Rating Outlook is Stable.

The net proceeds of the offering of approximately $295 million
along with available cash and borrowings under Host L.P.'s credit
facility will be used to repurchase or repay $421 million face
amount of outstanding 2.625% exchangeable senior debentures due
2027 issued by Host L.P., which are putable to Host L.P. by
investors on April 15, 2012.

Headquartered in Bethesda, MD, Host Hotels & Resorts, Inc. is a
lodging real estate investment trust focused on luxury and upper-
upscale hotels.  As of October 12, 2011, the company owned, or had
controlling interests in, 105 lodging properties located
throughout the United States, as well as 16 properties located in
Australia, Brazil, Chile, Canada, Mexico and New Zealand, totaling
approximately 65,000 rooms.  The Company also holds non-
controlling interests in a joint venture in Europe that owns 13
hotels with approximately 4,200 rooms and a joint venture in India
that is developing seven hotels in three cities with approximately
1,800 rooms.  As of Sept. 30, 2011, Host had a total market
capitalization of approximately $13.1 billion and an equity market
capitalization of approximately $7.6 billion.


HUSSEY COPPER: Tilton-Led Firm Cleared to Buy for $108MM
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that an investment firm led by
distressed-debt maven Lynn Tilton got court permission to buy
Pennsylvania metalworker Hussey Copper Corp. after winning a
controversial bankruptcy auction with a nearly $108 million bid.

                       About Hussey Copper

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

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

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

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


IDO SECURITY: Delays Filing of Form 10-Q for Third Quarter
----------------------------------------------------------
IDO Security Inc.'s Quarterly Report on Form 10-Q for the three
months ended Sept. 30, 2011, could not be filed by the prescribed
due date of Nov. 14, 2011, because the Company had not yet
finalized its treatment and disclosure of certain material events
that occurred during the quarter.  As a result, the review of the
Company's financial statements for the three months ended
Sept. 30, 2011, is ongoing.  Accordingly, the Company is unable to
file such report within the prescribed time period without
unreasonable effort or expense.  The Company anticipates that the
subject quarterly report will be filed on or before Nov. 21, 2011.

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.78 million on $61,399 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $6.40 million on $82,721 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.67 million
in total assets, $19.69 million in total liabilities, and a
$18.02 million total stockholders' deficiency.

As reported by the TCR on April 15, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.A., in Saddle Brook, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has not achieved
profitable operations, has incurred recurring losses, has a
working capital deficiency and expects to incur further losses in
the development of the business.


IMH FINANCIAL: Delays Filing of Form 10-Q for 3rd Quarter
---------------------------------------------------------
IMH Financial Corporation was unable, without unreasonable effort
or expense, to file its quarterly report on Form 10-Q for the
period ended Sept. 30, 2011, within the prescribed time period
because the Company requires additional time to finalize the
collateral reviews and valuation analyses on its loan portfolio
and real estate owned in order to ensure proper recognition of
revenues, expenses and loan loss allowance requirements.  The on-
going market volatility in real estate values have made collateral
reviews and valuation analyses more involved and complex, thereby
requiring the Company to take additional time to complete its
financial information as reported on Form 10-Q.  The Company
intends to file all documents required for its Form 10-Q as soon
as practicable, but in any event on or before the extended
Nov. 21, 2011, deadline.

                         About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $117.04 million on
$3.75 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $74.47 million on $22.52 million of
total revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $264.97
million in total assets, $76.15 million in total liabilities and
$188.82 million in total stockholders' equity.

As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, 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 and is not
currently generating sufficient cash flows to sustain operations


INTERNATIONAL RECTIFIER: S&P Affirms 'BB-' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
El Segundo, Calif.-based International Rectifier Corp. (IRF) to
positive from stable and affirmed the existing 'BB-' corporate
credit ratings on the company.

"The revision of the outlook to positive reflects IRF's modestly
improved business risk profile through the industry recovery, as
its good revenue growth and enhanced profitability demonstrate,"
said Standard & Poor's credit analyst Andrew Chang. "Macro
headwinds facing the semiconductor industry and continued elevated
capital spending are likely to lead to weaker revenues and
moderately negative free operating cash flow over the near term,
but we expect IRF's 'significant' financial profile and adequate
liquidity to remain intact."


I/OMAGIC CORP: Incurs $445,000 Net Loss in Third Quarter
--------------------------------------------------------
I/OMagic Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $445,266 on $640,740 of net sales for the three months ended
Sept. 30, 2011, compared with a net loss of $99,002 on $1.31
million of net sales for the same period during the prior year.

The Company also reported a net loss of $1.12 million on
$2.41 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $268,544 on $4.93 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $916,749 in
total assets, $4.64 million in total liabilities, and a
$3.72 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

If the Company's net losses continue or increase, the Company
could experience significant additional shortages of liquidity and
its ability to purchase inventory and to operate its business may
be significantly impaired, which could lead to further declines in
its results of operations and financial condition.  Inability to
fund the Company's operations may require the Company to
substantially curtail its operations and may require that the
Company seeks protection under the United States Bankruptcy Code,
which will likely result in a complete loss of any investment in
shares of the Company's common stock.

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

                        http://is.gd/UaLM8A

                           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.


IMPERIAL INDUSTRIES: Incurs $533,000 Net Loss in 3rd Quarter
------------------------------------------------------------
Imperial Industries, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $533,000 on $1.69 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of $498,000
on $1.89 million of net sales for the same period a year ago.

The Company reported a net loss of $1.23 million on $8.23 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.30 million on $8.63 million of net sales during the
prior year.

The Company also reported a net loss of $1.12 million on
$5.63 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $1.45 million on $6.46 million
of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$5.45 million in total assets, $7.58 million in total liabilities,
and a $2.13 million total stockholders' deficit.

As reported by the TCR on April 1, 2011, Grant Thornton LLP, in
Fort Lauderdale, Fla., expressed substantial doubt about the
Company's ability to continue as a going concern.  Grant Thornton
noted that the industry in which the Company is operating has been
impacted by a number of factors and accordingly, the Company has
experienced a significant reduction in its sales volume.  Grant
Thornton added that for the year ended Dec. 31, 2010, the Company
has a loss from continuing operations of approximately $596,000.

S. Daniel Ponce, Imperial's Chairman of the Board, stated: "The
on-going recessionary conditions in the construction industry
continue to result in lower demand for Company products from
historical levels and have adversely affected sales, operating
results and cash flows in the third quarter of 2011.  We are
concentrating our efforts on initiatives to expand and improve our
product line offerings, as well as our geographic reach, in an
effort to generate additional revenues to augment our core
operations while remaining focused on our goal of controlling
costs and maintaining liquidity until residential and commercial
construction activity increases above near record lows.  In
addition, as the Company continues to generate negative cash
flows, management has begun focusing its efforts to secure debt or
equity financing to generate additional funds for operations."

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

                         http://is.gd/fI3Vfb

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.


INDIANAPOLIS DOWNS: Panel Prefers Shorter Exclusivity Extension
---------------------------------------------------------------
BankruptcyData.com reports that the ad hoc committee of holders of
Indianapolis Downs 11% Senior Secured Notes due 2012 filed with
the U.S. Bankruptcy Court an objection to the Debtors' second
motion to extend the exclusive period during which the Company can
file a Chapter 11 plan and solicit acceptances thereof through and
including Jan. 31, 2012 and March 30, 2012, respectively.

The noteholders ask the Court to approve only a 60-day extension
to the Debtors' exclusivity, the report says.

                       About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTEGRATED BIOPHARMA: Delays Form 10-Q for Q1 of Fiscal 2012
------------------------------------------------------------
Integrated BioPharma, Inc.'s quarterly report on Form 10-Q for the
quarterly period ended Sept. 30, 2011, cannot be filed within the
prescribed time period because the Company is experiencing delays
in the collection and compilation 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 fifth calendar day
following the prescribed due date.

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company reported a net loss of $2.28 million on $25.13 million
of net sales for the fiscal year ended June 30, 2011, compared
with a net loss of $5.53 million on $20.16 million of net sales
during the prior fiscal year.

The Company's balance sheet at June 30, 2011, showed $13.65
million in total assets, $21.34 million in total liabilities, all
current, and a $7.69 million total stockholders' deficiency.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.


JAMESON INN: Wants to Employ Pachulski Stang as Counsel
-------------------------------------------------------
JER/Jameson Mezz Borrower II LLC asks the U.S. Bankruptcy Court
for the District of Delaware for authorization to retain and
employ Pachulski Stang Ziehl & Jones LLP as counsel for the
Debtors nunc pro tunc to the Petition Date.

The Debtors seek to retain PSZ&J as counsel because of the Firm's
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11 of
the Bankruptcy Code.

The professional services that PSZ&J will provide include:

     a. providing legal advice with respect to the Debtors' powers
        and duties as a debtors in possession in the continued
        operation of its businesses and management of its
        property;

     b. preparing on behalf of the Debtors any necessary
        applications, motions, answers, orders, reports, and other
        legal papers;

     c. appearing in Court on behalf of the Debtors;

     d. representing the Debtors in connection with the proposed
        sale of substantially all of the Debtors' assets;

     e. preparing and pursuing confirmation of a plan and approval
        of a disclosure statement; and

     f. performing other legal services for the Debtors that may
        be necessary and proper in these proceedings.

Compensation will be payable to PSZ&J on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by PSZ&J.  The principal attorneys and paralegals
presently designated to represent the Debtors and their current
standard hourly rates are:

     a. Laura Davis Jones             $895
     b. Alan J. Kornfeld              $825
     c. Henry C. Kevane               $795
     d. David J. Barton               $775
     e. David M. Bertenthal           $775
     f. Timothy P. Cairns             $495
     g. Margaret L. Oberholzer        $245

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

PSZ&J has received payments from the Debtors during the year prior
to the Petition Date in the amount of $350,000 including the
Debtors' filing fee for this case, in connection with its
prepetition representation of the Debtors.  PSZ&J has not yet
completed a final reconciliation of its prepetition fees and
expenses.  Upon final reconciliation of the amount actually
expended prepetition, any balance remaining from the prepetition
payments to the Firm will be credited to the Debtors and utilized
as PSZ&J's retainer to apply to postpetition fees and expenses.

The firm can be reached at:

         Laura Davis Jones, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17th Floor
         Wilmington, Del. 19801
         Tel: (302) 778-6401
         E-mail: ljones@pszjlaw.com

                        About Jameson Inns

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

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.  At the top of
the list is a $175 million mortgage loan with Wells Fargo Bank NA
serving as special servicer.  There are four tranches of mezzanine
loans, each for $40 million.  The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan.  All of the mezzanine loans
matured in August.

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

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

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

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

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

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

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

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

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


JOHN D. OIL: Incurs $430,000 Net Loss in Third Quarter
------------------------------------------------------
John D. Oil and Gas Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $430,290 on $372,533 of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $297,499
on $571,925 of total revenues for the same period during the prior
year.

The Company reported a net loss of $1.38 million on $2.63 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $2.69 million on $4.04 million of total revenues
during the prior year.

The Company also reported a net loss of $1.54 million on $1.20
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $781,041 on $2.07 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$8.12 million in total assets, $12.92 million in total liabilities
and a $4.79 million total deficit.

As reported by the TCR on April 7, 2011, Maloney + Novotny LLC, in
Cleveland, Ohio, 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 and has $9.5 million of debt
currently due and subject to a forbearance.

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

                        http://is.gd/5zAMZw

                         About John D. Oil

Mentor, Ohio-based John D. Oil and Gas Company is in the business
of acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company currently has fifty-eight
producing wells.


KL ENERGY: Amends Second and Third Quarter Results
--------------------------------------------------
KL Energy Corporation amended its quarterly reports on Form 10-Q
for the quarters ended March 31, 2011, June 30, 2011, to record a
liability, and appropriate disclosures, related to the potential
issuance of the Company's common shares pursuant to the Master
Collaboration Agreement previously filed on Oct. 5, 2010, with the
SEC.  The recording of this liability had a $440,000 impact on the
consolidated statements of operations, stockholders' deficit, and
cash flows for the periods presented.

The Company's restated statement of operations reflects net income
of $340,012 on $1.78 million of total revenue for the three months
ended March 31, 2011, compared with net income of $780,012 on
$1.66 million of revenue as originally reported.

The Company's restated balance sheet at June 30, 2011, showed
$4.67 million in total assets, $21.72 million in total liabilities
and a $17.05 million total stockholders' deficit, compared with
$4.67 million in total assets, $21.28 million in total liabilities
and a $16.61 million total stockholders' deficit as originally
reported.

A full-text copy of the amended March 31 Quarterly Report is
available for free at http://is.gd/U4ycqS

A full-text copy of the amended June 30 Quarterly Report is
available for free at http://is.gd/L2d0Qx

                     About KL Energy Corporation

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass.  The Company also plans to provide contracted
engineering and project development services to third party
customers.

The Company reported a net loss of $20.90 million on $4.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $8.25 million on $0 of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $4.93
million in total assets, $6.28 million in total liabilities and a
$1.34 million total stockholders' deficit.

As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner &
Hottman PC expressed substantial doubt about the Company's ability
to continue as a going concern.  Ehrhardt Keefe noted that the
Company has suffered recurring losses and has an accumulated
deficit.  Accordingly, unless the Company raises additional
working capital, obtain project financing or revenues grow to
support the Company's business plan, the Company may be unable to
remain in business.


KL ENERGY: Incurs $24.3 Million Net Loss in Third Quarter
---------------------------------------------------------
KL Energy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $24.26 million on $488,153 of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$3.19 million on $698,317 of total revenue for the same period
during the prior year.

The Company reported a net loss of $20.90 million on $4.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $8.25 million on $0 of revenue during the prior year.

The Company also reported a net loss of $24.50 million on
$3.05 million of total revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.47 million on $818,317 of
total revenue for the same period during the previous year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.93 million in total assets, $6.28 million in total liabilities
and a $1.34 million total stockholders' deficit.

As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner &
Hottman PC expressed substantial doubt about the Company's ability
to continue as a going concern.  Ehrhardt Keefe noted that the
Company has suffered recurring losses and has an accumulated
deficit.  Accordingly, unless the Company raises additional
working capital, obtain project financing or revenues grow to
support the Company's business plan, the Company may be unable to
remain in business.

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

                        http://is.gd/tcDTle

                     About KL Energy Corporation

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass.  The Company also plans to provide contracted
engineering and project development services to third party
customers.


KOPPERS HOLDINGS: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service changed the outlook for Koppers Holdings
Inc. (KH) to stable from positive. Moody's also affirmed the
ratings of KH (Ba3 Corporate Family Rating) and its subsidiaries
(see list below). The move to a stable outlook reflects the
expectation that financial metrics will not reach levels that
would justify a higher rating over the next 12-18 months, despite
reasonably good financial performance and balance sheet debt
reduction over the last few years. Debt on an adjusted basis has
remained relatively unchanged. In addition, the move to a stable
outlook reflects Moody's concern that management may undertake
acquisitions to boost top line growth with the prospect of
increased debt, notwithstanding an increase in cash flows. Hence
Moody's believes that the stable outlook is more consistent with
the expectation for KH's more modest organic growth and financial
metrics that remain close to levels it has generated over the past
several years.

"The stable outlook reflects our assumption that excess free cash
flow is likely to be used to support growth initiatives as
management is willing to take on leverage that would increase
balance sheet leverage, on an unadjusted basis, to levels in
excess of 2.5 times with the intent of delevering as cash flows
permit," said Moody's analyst Bill Reed.

Ratings affirmed:

   Issuer: Koppers Holdings Inc.

   -- Corporate Family Rating, Ba3

   -- Probability of Default Rating, Ba3

   -- Issuer: Koppers Inc.

   -- Senior Unsecured guaranteed notes due 2019, B1 - LGD4, 69%

   Outlook Moved to Stable from Positive

RATIONALE

KH's Ba3 CFR reflects continued strong financial performance. The
ratings are further supported by geographic diversity, strong
market shares in certain business segments, favorable cost
positions, demonstrated stability in a difficult economic
environment, and a dearth of available substitutes for its
products. The ratings are constrained by high customer
concentrations, elevated environmental risks associated with
carbon-based chemical materials notwithstanding existing
indemnifications, and a considerable number of items that could
potentially consume cash in the future including product liability
lawsuits, legal costs, plant closure costs, and to a lesser degree
operating leases and an underfunded pension plan.

Since the end of December 2006 KH has successfully reduced balance
sheet debt, repaying over $160 million, to the current level of
$310 million representing a debt reduction of 65%. During the same
period Moody's combined debt adjustments for pensions and
operating leases increased from $193 million to $330 million at
the end of September 2011, an increase in debt adjustments of over
$137 million. Including Moody's adjustments, adjusted debt of $669
million at the end of 2006 is essentially flat with the adjusted
debt of $640 million as calculated for the quarter ended September
30, 2011. While management suggests that KH has effectively
delevered to the extent that the current balance sheet is viewed
as strong, as reflected in leverage of total debt to EBITDA of 2.2
times. Moody's views leverage on an adjusted basis as approaching
3.3 times.

KH's ratings could be upgraded if it is able to consistently
attain free cash flow to total debt (using Moody's adjustments for
pension and operating leases) of at least 10% and debt to EBITDA
of less than 3.0x. Any upgrade would be contingent on the outlook
for KH's future environmental expenditures and the status of legal
proceedings related to its current and former operating sites. The
financial impact of this litigation and future remediation
requirements may temper future upgrades.

The ratings could be lowered if Debt/EBITDA rises above 5x or cash
flow metrics deteriorate significantly; or there are negative
changes in the status of legal proceedings or environmental
charges.

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

Koppers Inc., headquartered in Pittsburgh, Pennsylvania, is a
global producer of carbon compounds and treated wood products used
in the aluminum, chemical, railroad, and steel industries.
Revenues were approximately $1.5 billion for the LTM period ending
September 30, 2011.


KOREA TECHNOLOGY: Wants Rutter & Wilbank's $5MM DIP Facility OK'd
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized
Korea Technology Industry America, Inc., to:

   -- obtain secured debtor-in-possession financing up to an
   aggregate principal amount of $5,000,000 from Rutter & Wilbank
   Corporation.

   -- grant the lender replacement lien on the collateral
   consisting of property of the Debtors, which lien is junior to
   valid, perfected and unavoidable liens as of the Petition Date.

According to the Debtors, the financing will permit them to the
"Dry Froth Circuit and Production Program" pursuant to the assets
purchase agreement dated November 2011, between the Debtors and
R&W.  The Debtors related that successfully completing the Plant
Startup Program is a necessary condition to selling the Debtors'
assets to R&W or is assignee.

            Summary of Terms of the Startup DIP Facility
            --------------------------------------------

   Borrowers:                 The Debtors

   Lender:                    Rutter & Wilbanks Corporation

   Regular Interest Rate:     5%

   Default Interest Rate:     10%

   Fees and expenses:         No fees, but the Debtors will pay
                              the expenses of the lender.

   Maturity:                  Earlier of Aug. 31, 2012, the
                              effective date of a plan of
                              reorganization, the termination of
                              the Start up DIP loan agreement, or
                              the payment in full of the
                              obligations thereunder.

   Liens, collateral and      The lender will receive a
   priority:                  administrative expense priority, a
                              fully perfected lien on unencumbered
                              assets, if any, of the Debtors; and
                              a junior lien on all of the Debtors'
                              assets.

   Limitation on use          The proceeds of the Startup DIP
   of proceeds:               facility will be use only for cost
                              associated with the completion of
                              construction and commissioning of
                              the hot water extraction and
                              evaporation process portions of the
                              Debtors' procession facility and
                              operation of the "dry froth"
                              circuit.

A full-text copy of the DIP financing motion is available for free
at http://bankrupt.com/misc/KOREATECHNOLOGY_dipfinancing.pdf

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Court Approves Stipulation for Limited Cash Use
------------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah approved the stipulation approving Korea
Technology Industry America, Inc. et al.'s limited use of cash
collateral.

The stipulation was entered among the Debtors, Raven Mining
Company, LLC, Western Energy Partners, LLC, and Elgin Services
Company, Inc.limited use of cash collateral.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
pursuant to compliance with the terms and conditions of the
Parties' Stipulation and entry of the Cash Collateral Stipulated
Order, Raven, Western, and Elgin consent to the sale by the
Debtors of up to 15,000 tons of tar sands prior to Decelnber 31,
2011, and to use Cash Collateral from the proceeds of the sales to
pay for costs associated with the maintenance, security,
insurance, and other operating costs related to the so-called
"South A Tract," which has significant tar sands holdings and the
uncompleted tar sands processing plant on it, as well as other
property and to pay no more than $300,000 in allowed costs of
administration of the Debtors' estates in accordance with a
budget.  A copy of the budget is available for free at:

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

The Debtors will not be authorized to use any Cash Collateral for
payment of prepetition debts absent further order of the Court.

As adequate protection of the interests in Cash Collateral of
Raven, Western, Elgin, and other lien claimants with an interest
in Cash Collateral, the Parties have agreed to:

   (a) Replacement Lien -- Raven, Western, Elgin, and the other
       lien claimants will retain their liens on the Assets to
       the same extent, with the same validity, and in the same
       priority as the liens they held prior to the Petition
       Date.  In addition, Raven, Western, Elgin, and the other
       lien claimants will receive a replacement lien on
       postpetition accounts receivable and proceeds of the sale
       of Tar Sands to the same extent, with the same validity,
       and in the same priority as the liens they held on the
       collateral prior to the Petition Date.

   (b) Production Payment to Raven -- The Debtors will pay a
       production royalty of 1 % of gross proceeds from sales of
       Tar Sands pursuant to the Stipulation and Joint Motion.
       Any payments made to Raven pursuant to this provision will
       reduce the Debtors' obligations to Raven, but this will
       not effectuate a pennanent n10dification of the production
       paylnent percentage obligation to Raven.

   (c) Deposit of Cash Collateral -- The Debtors shall deposit
       all Cash Collateral from the sale of the Assets into the
       debtor in possession account of CAR at Zions First
       National Bank, and upon request, will provide copies of
       bank statements.

   (d) Reporting Obligations -- Unless otherwise provided below,
       the Debtors shall provide all reasonably requested, non-
       privileged infonnation and opportunities for due
       diligence, access to personnel and property inspection
       rights as may be reasonably requested by Raven, Western,
       Elgin, and others claiming an interest in Cash Collateral.
       In addition, the Debtors will provide to Raven, Western,
       and Elgin in writing on or before the 15th calendar day of
       each month in which the Stipulation remains in effect:

          * a report of all sales of Tar Sands;
          * accountings for the receipt and usage of all Cash
            Collateral, which accountings will require the
            Debtors to maintain books and records sufficient to
            trace and account for the source and amount of all
            Cash Collateral and the uses thereof;

          * notice, due immediately upon receipt by the Debtors,
            of any institution of, or written threat of, any
            action, suit, proceeding, governmental investigation
            or arbitration against or affecting the Debtors or
            the Collateral;

          * immediate notice of any material events related to
            the Collateral; and

          * copies, due upon submission or production, of all
            information or other doculnents submitted by the
            Debtors to the Office of the United States Trustee
            and of all documents produced pursuant to an
            examination authorized by the Court under Rule 2004
            of the Federal Rules of Bankruptcy Procedure or in
            any adversary proceeding brought in the Chapter 11
            Cases.

The Debtors' authority to use Cash Collateral pursuant to the
Stipulation will automatically terminate upon the earliest of:

   (i) Feb. 1, 2012;

  (ii) the filing of any motion or pleading -- including a plan
       of reorganization -- by the Debtors seeking an order
       authorizing non-consensual use of Cash Collateral or
       debtor-in-possession financing not otherwise permitted
       under the Stipulation;

(iii) the filing of any motion or pleading -- including a plan
       of reorganization -- by the Debtors or the entry of an
       order, challenging or affecting the validity, priority,
       perfection, or amount of Raven's, Western's, or Elgin's
       liens or claims against the Debtors or their assets, or
       seeking a recovery on any avoidance action provided,
       however, that disputes over the mathematical calculation
       of the claim of Raven, Western, or Elgin in accordance
       with government documents, the applicability of default
       interest rates, and disputes over the reasonableness of
       attorney's fees and costs will not trigger a Termination
       Event; and

  (iv) the filing by the Debtors of a notice of conversion or the
       entry of any order converting any of the Debtors' Chapter
       11 cases to a case under Chapter 7 of the Bankruptcy Code.

The Parties may extend this Stipulation on terms and conditions as
are mutually agreed to in writing.  The Parties will file with the
Court and serve on all interested parties a notice of any
extension and the terms and conditions governing the extension.
The Court may, without further notice or hearing, approve any
extension.  Upon termination of the Debtors' authority to use Cash
Collateral they may seek by motion on no less than 10 days notice
authority to continue to use Cash Collateral.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Wins Green Light to Sell Assets to RWC
--------------------------------------------------------
Korea Technology Industry America Inc., Uintah Basin Resources
LLC, and Crown Asphalt Ridge LLC won Bankruptcy Court authority to
sell the Asphalt Ridge Oil Sands Project and assign related
contracts to Rutter and Wilbanks Corporation, the stalking horse
bidder for the sale.

Assets sold include the Debtors' production facility and related
improvements and equipment, technologies utilized by the KTIA
Group in connection with the commercial extraction and processing
of oil from oil sands and for manufacturing dry froth, bitumen,
asphalt, and related products from oil sands deposits located on
the real property, and Oil, Gas and Minerals Lease granted by
Wembco, Inc., prior land owner to UBR.

The Purchase Price and other consideration to be paid by the Buyer
will be the sum of:

     (1) a perpetual royalty to be received by KTIA initially as
         a portion of the 10% net royalty set forth in the Lease
         or an equivalent amount under any future royalties
         established by the Buyer under a future minerals lease
         applicable to the Real Property;

     (2) due and unpaid amounts of any DIP Loans extended to the
         Sellers by the Buyer; and

     (3) money in the amount equal to the total amount of
         Creditors' Claims that are verified and allowed by the
         Bankruptcy Court.

The Purchase Price will be paid by the Buyer, in full, by wire
transfer to facilitate the Closing.  The Closing is scheduled to
occur by June 30, 2012.  The Buyer may conduct due diligence until
May 31.

A copy of Bankruptcy Judge R. Kimball Mosier's Nov. 15, 2011
Findings of Fact and Conclusions of Law is available at
http://is.gd/oXlzK3from Leagle.com.

                     About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.

The Bankruptcy Court also approved the appointment of Mark
Hashimoto as the examiner in the case.


KTLA LLC: Seeks Case Dismissal Without Prejudice
------------------------------------------------
KTLA, LLC, asks the U.S. Bankruptcy Court for entry of an order
dismissing its Chapter 11 case without prejudice.

On Oct. 25, 2011, the Court approved the sale of two real
properties in Los Angeles, Calif., for $11.05 Million.  The sale
closed on Nov. 4, 2011, and $679,354.31 of the net proceeds of the
sale was distributed to the Debtor.  The remaining $1,350,000 was
held in escrow.

On Nov. 4, 2011, the Court entered an order approving a
stipulation between the Debtor and the holders of liens against
the Debtor's properties in Los Angeles, Calif.  The stipulation
provides that the lienholders will have relief from the automatic
stay to foreclose their liens provided that the lienholders reduce
their liens by a total of $1,350,000.

The lienholders foreclosed their liens against, and completed
trustee sales on Nov. 10, 2011.  As a result of the sale, and the
stipulated reduction in liens against said properties, on Nov. 11,
2011, the Debtor will receive a further $1,150,000 from escrow;
California Mortgage and Realty, Inc., the ultimate manager of the
Debtor, will receive $200,000 in commissions from escrow.  The
Debtor will have received a total of $2,029,354.31.

The Debtor scheduled $25,181.30 in general unsecured claims.  No
proofs of claim for unsecured claims were filed except for an $800
priority claim filed by the Franchise Tax Board.  Accordingly, it
appears that the estate is solvent and the Debtor is in possession
of funds sufficient to pay all unsecured claims in full.

As a result, the Debtor is not in need of the protections of the
automatic stay and the Bankruptcy Code, and proceeding with the
case will impose unnecessary expense upon the Debtor's estate.
Moreover, CMR Commercial Mortgage Fund, LLC, owner of the Debtor,
desires to obtain and use the net proceeds of the sale as soon as
possible.  Therefore, dismissal of the within case is in the best
interests of the estate.

                          About KTLA LLC

San Francisco, California-based KTLA LLC filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-32401) on June 27,
2011.  Judge Thomas E. Carlson presides over the case.  Reno F.R.
Fernandez, Esq., at MacDonald and Assoc.  Iain A. Macdonald, Esq.,
and Reno F.R. Fernandez, Esq. -- iain@macdonaldlawsf.com and
r.fernandez@macdonaldlawsf.com -- at Macdonald and Associates,
serve as bankruptcy counsel.  The Debtor disclosed $25,543,987 in
assets and $18,798,387 in liabilities as of the Chapter 11 filing.
The petition was signed by Graham Seel, SVP, California Mortgage
and Realty.

Breakwater Equity Partners LLC acts as consultant to assist in
analyzing claims against.  Macdonald & Associates is the company's
general bankruptcy counsel.


KV PHARMACEUTICAL: Updates Makena Performance Metrics
-----------------------------------------------------
K-V Pharmaceutical Company reported updated performance metrics
for Makena, the only U.S. Food & Drug Administration approved
product indicated to reduce the risk of preterm birth in women
with singleton pregnancy who have a history of a singleton
spontaneous preterm birth.

Makena was launched during March of 2011.  From its launch date
through Oct. 31, 2011:

   * Approximately 7,100 vials have been shipped to Ther-Rx
     customers, and more than 4,700 vials have been shipped to
     doctors and patients;

   * The average number of vials shipped per week to Ther-Rx
     customers increased 35% from the month of July to the month
     of October while the average number of vials shipped per week
     to doctors and patients increased nearly 13% during the same
     period;

   * Approximately 4,300 patient referrals from over 2,700
     prescribers have been made to the Makena Care Connection and
     the number of enrollments who have initiated treatments
     increased from the month of July to the month of October by
     nearly 16%;

   * Approximately 2,400 patients have either initiated treatment,
     are in the enrollment phase or are pending insurance approval
     and treatment initiation;

   * Over 200 payers, both commercial and Medicaid, have
     reimbursed Makena;

   * Contracts have been reached with four commercial insurers
     that cover an estimated 50 million persons;

   * At least 17 states have reimbursed Makena and K-V has signed
     Makena rebate contracts with three states and two Managed
     Medicaid plans covering 5 to 6 million persons; and

   * Current data indicates patient co-pays are averaging
     approximately $11 per injection, the same or less cost than
     those typically associated with compounded 17P formulations.

"Our commercialization efforts remain centered on communicating
the important differences between FDA-approved Makena and
compounded 17P formulations," said Greg Divis, President and CEO
of K-V Pharmaceutical and President of Ther-Rx.  "We are actively
engaging the physician and payer communities and the success of
our focused outreach is evidenced by Makena's improving
performance metrics.  We believe our efforts are driving expanded
access to Makena while we are also successfully maintaining low
out-of-pocket costs for patients."

Recent testing conducted by independent laboratories, commissioned
by Ther-Rx Corporation, a subsidiary of K-V Pharmaceutical
Company, shows that multiple samples of both compounded 17P drug
formulations and active pharmaceutical ingredient that may be used
in compounded 17P failed to meet certain established standards for
potency and purity.  These findings, which have been submitted to
the U.S. Food and Drug Administration, demonstrate important
quality differences in these compounded 17P formulations when
compared to FDA-approved Makena.

"We commissioned this research because moms and healthcare
providers deserve to know whether medications prescribed during
pregnancy meet FDA's quality standards," said Greg Divis,
President and CEO of K-V Pharmaceutical Company.  "This research
demonstrates important differences in product quality between FDA-
approved Makena and these compounded 17P formulations.  Healthcare
providers and patients have no practical way of ensuring that
compounded 17P formulations meet FDA's quality standards.  Now
that FDA-approved Makena is available, America's high-risk moms
deserve a product that consistently meets FDA's standards."

On Nov. 8, 2011, the FDA issued a statement on Makena
acknowledging it has received information from the Company
regarding the potency and purity of samples of bulk
hydroxyprogesterone caproate APIs and compounded
hydroxyprogesterone caproate products.  FDA stated, "According to
the analysis of this information provided by K-V, there is
variability in the purity and potency of both the bulk APIs and
compounded hydroxyprogesterone caproate products that were
tested."  The agency has begun its own sampling and analysis of
compounded hydroxyprogesterone products and the bulk APIs used to
make them. In FDA's statement, the agency "reminds healthcare
providers and patients that before approving the Makena new drug
application, FDA reviewed manufacturing information, such as the
source of the API used by the manufacturer, proposed manufacturing
processes and the firm's adherence to current good manufacturing
practice.  Therefore, as with other approved drugs, greater
assurance of safety and effectiveness is generally provided by the
approved product than by a compounded product."

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.

The Company was not able to complete its Form 10-Q for the three-
and six-month periods ended Sept. 30, 2011, by the filing deadline
of Nov. 9, 2011, without unreasonable effort and expense.  The
Company expects to file this Form 10-Q with the SEC as soon as
practicable after filing the amended filings, and, in any case,
within five days of those filings.


LA JOLLA: Reports $3.5 Million Net Income in Third Quarter
----------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $3.57 million for the three months ended Sept. 30,
2011, compared with a net loss of $222,000 for the same period a
year ago.

The Company also reported net income of $1.77 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
$5.09 million for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$5.51 million in total assets, $2.62 million in total liabilities,
all current, $5.14 million in Series C-1 redeemable convertible
preferred stock, and a $2.25 million total stockholders' deficit.

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

                        http://is.gd/TZqtUg

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company has a history of recurring losses from operations and,
as of June 30, 2011, the Company had no revenue sources, an
accumulated deficit of $429,876,000 and available cash and cash
equivalents of $5,792,000 of which up to $5,325,000 could be
required to be paid upon the exercise of redemption rights under
the Company's outstanding preferred securities.  Such redemption
was not considered probable as of June 30, 2011.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAST MILE: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.

The Creditors Committee members are:

      1. Global Leveraged Capital Credit Opportunity Fund I
         805 Third Avenue, 20th Floor
         New York, New York 10022
         ATTENTION: Jeffrey Youle
         Managing General Partner
         Tel: (212) 835-9940

      2. Todd Bokelman
         1720 Sawyer Lane
         Mechanicsburg, Pennsylvania 17050

      3. Salvatore and Linda Alfano
         115 Pelham Road
         Camp Hill, Pennsylvania 17011

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq, and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Darol Lain, president.


LIFECARE HOLDINGS: Incurs $13.3 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Lifecare Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $13.32 million on $102.60 million of net patient
service revenue for the three months ended Sept. 30, 2011,
compared with a net loss of $1.69 million on $85.53 million of net
patient service revenue for the same period a year ago.

The Company also reported a net loss of $21.55 million on
$293.51 million of net patient service revenue for the nine months
ended Sept. 30, 2011, compared with net income of $4.52 million on
$271.12 million of net patient service revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$503.11 million in total assets, $536.14 million in total
liabilities and a $33.03 million total stockholders' deficit.

The Company said it may not be able to continue to satisfy the
covenant requirements in subsequent periods.  In the event the
Company is unable to comply with the covenants under its senior
secured credit facility, an event of default may occur.  If the
Company is unable to obtain waivers or amendments to cure such
event of default, the lenders would be entitled to take various
actions, including the acceleration of amounts due under the
Company's senior secured credit facility, terminating the
Company's access to its revolving credit facility and all actions
permitted to be taken by a secured creditor.  Acceleration under
the Company's senior secured credit facility would further create
a cross-default under the Company's senior subordinated notes
indenture. Such acceleration would have a material adverse effect
on the Company's financial position, results of operations and
cash flow and raise substantial doubt about the Company's ability
to continue as a going concern.

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

                        http://is.gd/RDwGha

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."


LITTLETON APARTMENTS: Can Use Cash Collateral on Interim
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized Littleton Apartments LLC and MS 128 Littleton Limited
Partnership, to use cash collateral, on an interim basis, in
accordance with a budget.

In exchange for Littleton's use of cash collateral, and as
adequate protection, the secured lenders are granted replacement
and/or substitute liens in all postpetition assets of Littleton
and proceeds thereof, including all Rents, issues and income
generated by the Property.  As additional adequate protection for
their interests in the Cash Collateral, senior lenders will
receive payment of interest on the senior debt.

As reported previously, Littleton Apartments sought authority
from the Bankruptcy Court to use rent from its Colorado apartment
to fund the business while in Chapter 11.  The Debtor said the
rent constitute cash collateral securing obligations to its
prepetition lenders.

Littleton said it owes a syndicate of lenders led by California
Bank & Trust, as agent, under the terms of a Construction Loan
Agreement, Secured Promissory Note, Deed of Trust, and various
accompanying loan documents dated July 1, 2008.  The amounts owed
under the Loan Documents are secured by a lien on, inter alia, the
Property, the rents generated by the Property, and all of
Littleton's personal property.  As of the Petition Date, the
outstanding amount due under the Loan Documents was $40.6 million.

                 California Bank & Trust Objects

California Bank & Trust objects to Littleton Apartments' request
to use CBT's cash collateral and asks the Court for an order
conditioning the use of CBT's cash collateral to require the
Debtor to make payments towards reducing the outstanding
$2,768,366 remargining payment currently owed by the Debtor to
CBT.

Katharine E. Battaia, Esq., representing CBT, tells the Court that
unless the Debtor agrees to use the Budget Surplus to meet its
Remargining Payment obligation, CBT will not consent to the
continued use of its cash collateral.  CBT's interests will not be
adequately protected, per its contracts with the Debtor, unless
the Debtor commits the Budget Surplus to satisfying its $2,768,366
Remargining Payment obligation.

Ms. Battaia states that there is no reason why the Debtor should
retain the Budget Surplus.  If the Debtor's plan is truly to pay
off all creditors, instead of building up a purposeless cash
reserve, the Debtor should use the Budget Surplus to start paying
down the Loan now, rather than denying CBT the Remargining
Payment.  Denying CBT its Remargining Payment will essentially
force CBT to bear the brunt of the risk if the Debtor fails to
sell the Property.  This risk is exacerbated by the recent filings
by the mezzanine lender, which describe this case as an
essentially two-party dispute that should be litigated in state
court rather than the bankruptcy court.  Given the current
volatile procedural posture, the Debtor should be required to
commit the Budget Surplus to satisfying its Remargining Payment
obligation.  That outcome, and only that outcome, will adequately
protect CBT's interests.

Ms. Battaia notes that the Debtor agreed that it would maintain a
70% loan-to-value ratio in the Loan Documents.  This ratio was a
critical component of its agreement to finance the Loan.  In
essence, the parties agreed that CBT's interests would be
adequately protected only with a 70% loan-to-value ratio.  The
Court should honor the parties' agreement, and require the Debtor
to commit the Budget Surplus to satisfying its obligation.

California Bank & Trust is represented by:

         Katharine E. Battaia, Esq.
         John S. Brannon, Esq.
         THOMPSON & KNIGHT LLP
         1722 Routh Street, Suite 1500
         Dallas, Texas 75201
         Tel: 214/969-1700
         Fax: 214/969-1751
         E-mail: john.brannon@tklaw.com
                 katie.battaia@tklaw.com

- and -
-
         Christopher H. Bayley, Esq.
         LAW OFFICES OF SNELL & WILMER
         One Arizona Center
         400 East Van Buren Street, Suite 1900
         Phoenix, Arizona 85004-2202
         Tel: (602)-382-6000
         Fax: (602)-382-6070
         E-mail: cbayley@swlaw.com

                    About Littleton Apartments

Based in Dallas, Texas, Littleton Apartments LLC, owns a newly
constructed 350-unit luxury apartment property in downtown
Littleton, Colorado, known as the "Alexan Downtown Littleton".  MS
128 Littleton Limited Partnership owns 100% of the membership
interests in Littleton and has no other assets.  Neither Littleton
nor MS 128 have any employees.  The Property is managed by GREP
Southwest, LLC d/b/a Greystar, pursuant to a Management Agreement.

Littleton and MS 128 filed separate Chapter 11 petitions (Bankr.
N.D. Tex. Case Nos. 11-34564 and 11-34563) on July 14, 2011.  The
cases are jointly administered.  Judge Stacey G. Jernigan presides
over the cases.  Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, serves as counsel.  In its petition, Littleton Apartments
estimated assets and debts of $50 million to $100 million.  The
petitions were signed by Timothy J. Hogan, vice president.


LOS ANGELES DODGERS: Sues Fox Over Media Rights Sale
----------------------------------------------------
The Los Angeles Dodgers sued Fox Sports in bankruptcy court
Wednesday for allegedly interfering with the team's bid to sell
its valuable broadcast rights.

Roxanne Palmer at Bankruptcy Law360 reports that the Los Angeles
Dodgers claims a Fox broadcasting affiliate violated the automatic
stay by trying to block Blackstone Advisory Services LP, the
team's financial adviser, from soliciting bids for media rights.

According to Law360, the team said in its adversary proceeding
that on Nov. 9 attorneys for Fox Sports Net West 2 LLC sent a
cease-and-desist letter to Blackstone, falsely alleging that it
was engaging in tortious interference with a previous contract
between Fox and the Dodgers.

As reported in the Troubled Company Reporter on Nov. 16, 2011, 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 a Bloomberg 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.

                     About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LOS ANGELES DODGERS: Creditors Seek to Rein in Ch. 11 Control
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review Cap reports that the Los
Angeles Dodgers' unsecured creditors want to keep the Major League
Baseball franchise on a tight leash to ensure it isn't bogged down
in bankruptcy come Opening Day.

                     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.


MARCO POLO SEATRADE: Gets Final OK to Obtain $5 Million RBS Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on a final basis, Marco Polo Seatrade B.V., et al.,

   a. to borrow up to $4,800,000 in principal amount, on a final
   basis, of postpetition financing, guaranteed by Seaarland
   Shipping Management B.V., Magellano Marine C.V. and Cargoship
   Maritime B.V.;

   b. to execute and deliver any necessary documents, to perform
   other and further acts as may be necessary or appropriate in
   connection therewith, and to grant the liens and security
   interests to The Royal Bank of Scotland plc;

   c. to grant certain priming liens and superpriority claims to
   the DIP Lender to secure the Debtors' obligations under the DIP
   Agreement; and

   d. to require repayment of the DIP Facility in full upon an
   event triggering the Stated Maturity Date in accordance with
   the DIP Agreement.

The Debtors are also authorized to the Debtors exceed the
permitted variance of 15% from the Budget with respect to Credit
Agricole Budget Items.

As reported in the Troubled Company Reporter on Oct 3, 2011, RBS
is owed $117.7 million secured by three of Seaarland's six
vessels.  The other three are collateral for Credit Agricole
Corporate & Investment Bank, owed $89.7 million.

The TCR reported that the financing requires Seaarland to file a
Chapter 11 plan acceptable to RBS.  Before the financing agreement
and the company's commitment to devise a plan acceptable to the
bank, RBS had a motion on file seeking dismissal of the Chapter 11
case on the theory Seaarland has insufficient ties to the U.S.

The Court also ordered that no proceeds of the DIP Facility may be
used for the payment of the fees and expenses of any person
incurred in challenging, or in relation to the challenge of, any
of the DIP lender's, or RBS' liens or claims, or the initiation or
prosecution of any claim or action against the DIP Lender or RBS.

The Debtors will grant adequate protection liens as:

   a) The Credit Agricole Lenders are granted replacement security
   interests and liens in and upon the Credit Agricole Collateral;
   provided that with respect to cash collateral of the Credit
   Agricole Lenders; and

   b) The RBS Lenders are granted additional and replacement
   security interests and liens in and upon the RBS Collateral;
   provided that with respect to cash collateral of the RBS
   Lenders, RBS adequate protection liens will only be granted to
   the extent the RBS Lenders would have been entitled to a
   security interest or right of setoff in such cash collateral
   under the RBS Loan Agreement or applicable law.  The RBS
   adequate protection liens will be subject and subordinate only
   to the senior adequate protection liens.

A full-text copy of the DIP Loan final order is available for free
at http://bankrupt.com/misc/MARCOPOLO_dipfinancing_finalorder.pdf

                       About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing
commercial and technical vessel management services to third
parties.  Founded in 2005, the Company mainly operates under the
name of Seaarland Shipping Management and maintains corporate
headquarters in Amsterdam, the Netherlands.  The primary assets
consist of six tankers that are regularly employed in
international trade, and call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, serve as the Debtors' bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as notice and claims agent.

The petition noted that the Debtors' assets and debt are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Blank Rome LLP as its
attorney.

Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.


MASTER SILICON: Delays Form 10-Q for Third Quarter
--------------------------------------------------
Master Silicon Carbide Industries, Inc., notified the U.S.
Securities and Exchange Commission that it requires additional
time to prepare, substantiate and verify the accuracy of its
financial reports.  The Company is in the process of preparing and
reviewing its financial information for the quarter ended Sept.
30, 2011.  The process of compiling and disseminating the
information required to be included in the Form 10-Q for the
relevant fiscal quarter, as well as the completion of the required
review of its financial information, could not be completed
without incurring undue hardship and expenses.

                        About Master Silicon

Lakeville, Conn.-based Master Silicon Carbide Industries, Inc.,
through its indirectly wholly-owned operating subsidiary Yili
China, produces and sells in China high quality "green" silicon
carbide and lower-quality "black" silicon carbide (together,
hereinafter referred to as "SiC").  SiC is a  non-metallic
compound that has special chemical properties and a level of
hardness that is similar to diamonds, is produced by smelting
quartz sand and refinery coke at temperatures ranging from
approximately 1,600 to 2,500 degrees centigrade in a graphite
electric resistance furnace.

The Company's balance sheet at June 30, 2011, showed
$28.64 million in total assets, $10.05 million in total
liabilities, $10 million in redeemable preferred stock-A, $10
million in redeemable preferred stock-B, and a $1.41 million total
stockholders' deficit.

As reported by the TCR on April 7, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has cash flow
constraints, an accumulated deficit, and has suffered recurring
losses from operations.


MF GLOBAL: Moody's Withdraws 'Caa1' Long-Term Issuer Rating
-----------------------------------------------------------
Moody's Investors Service withdrew all the credit ratings for MF
Global Holdings Ltd. (MF Global) following the company's
announcement that it had entered voluntary reorganization
proceedings under Chapter 11 of the U. S. Bankruptcy Code.

These ratings were withdrawn:

LT Issuer Rating (Domestic) Caa1, review for downgrade;

Senior Unsecured Rating (Domestic) Caa1, review for downgrade;

Preferred Stock (Domestic) C.

Moody's last rating action was on October 31, 2011 when the MF
Global's long-term issuer rating was downgraded to Caa1 from Ba2
and left under review for possible further downgrade.


MICHAEL GINALDI: Court Rejects Addison Wolfe as Broker
------------------------------------------------------
Bankruptcy Judge Eric L. Frank denied, without prejudice, Michael
Ginaldi's application for an order approving the retention of
Addison Wolfe Real Estate as real estate broker.  TD Bank objected
to the Application asserting that Addison Wolfe, which provided
services to the Debtor pre-bankruptcy, is a creditor of the
bankruptcy estate, is not a disinterested person and therefore, is
ineligible for retention under 11 U.S.C. Sec. 327(a).  Judge Frank
agreed, noting that Addison Wolfe has not waived its pre-petition
claim therefore, continues to be "not disinterested" within the
meaning of 11 U.S.C. Sec. 101(14).  A copy of Judge Frank's Nov.
16, 2011 Order is available at http://is.gd/Wb2eCsfrom
Leagle.com.

Michael Ginaldi filed for Chapter 11 bankruptcy (Bankr. E.D. Pa.
Case No. 11-15507) on July 12, 2011.


MOUNTAIN PROVINCE: Incurs C$2.2MM Net Loss in Third Quarter
-----------------------------------------------------------
Mountain Province Diamonds Inc. reported a net loss of C$2.19
million on C$67,466 of interest income for the three months ended
Sept. 30, 2011, compared with a net loss of $2.88 million on
$26,404 of interest income for the same period a year ago.

The Company also reported a net loss of C$6.68 million on
C$244,115 of interest income for the nine months ended Sept. 30,
2011, compared with a net loss of C$7.39 million on C$65,001 of
interest income for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed C$69.93
million in total assets, C$7.51 million in total liabilities and
C$62.42 million in total shareholders' equity.

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

                        http://is.gd/FygFLp

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

                          *     *     *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MPM TECHNOLOGIES: Delays Filing of Sept. 30 Quarterly Report
------------------------------------------------------------
MPM Technologies, 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 said
additional time is needed to prepare financial statement from its
accounting data.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.

The Company recorded a net loss of $1,563,759 for 2009 from a net
loss of $1,717,511 for 2008.


MUSCLEPHARM CORP: Reports $116,000 Net Income in Third Quarter
--------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q, reporting
net income of $116,309 on $5.75 million of sales for the three
months ended Sept. 30, 2011, compared with a net loss of
$2.87 million on $1.41 million of sales for the same period during
the prior year.

The Company also reported a net loss of $12.33 million on
$13.07 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.67 million on $3.13 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.71 million in total assets, $10.86 million in total
liabilities, and a $5.14 million total stockholders' deficit.

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

                        http://is.gd/H5snpt

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.


NEDAK ETHANOL: Incurs $1.5 Million Net Loss in Third Quarter
------------------------------------------------------------
Nedak Ethanol, LLC, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.53 million on $42.04 million of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $2.12 million on
$24.44 million of revenue for the same period a year ago.

The Company reported a net loss of $2.08 million on $94.77 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $9.23 million on $67.53 million of revenue during the
prior year.

The Company also reported a net loss of $3.56 million on
$114.10 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $3.61 million on $66.82 million
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$80.94 million in total assets, $50.97 million in total
liabilities, all current, and $29.96 million in total members'
equity.

As reported by the TCR on April 7, 2011, McGladrey & Pullen, LLP,
in Sioux Falls, South Dakota, 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 there
is uncertainty as to the Company's ability to cure credit
agreement defaults and, therefore, to secure additional funds
needed to fund ongoing operations.

                        Bankruptcy Warning

The Company entered into the following agreements with AgCountry
Farm Credit Services, FLCA, regarding the Company's senior secured
credit facility for the provision of construction and permanent
debt financing for our ethanol plant: a Master Credit Agreement
dated Feb. 14, 2007, and several supplements including the Seventh
Supplement and Forbearance agreement to the Master Credit
Agreement effective Feb. 1, 2011.  As of Sept. 30, 2011, the
Company had $34,000,008 outstanding under the Facility.

The Company is actively negotiating with the Lender to convert the
construction financing to operating lines and to modify the loan
covenants to reflect current industry economics.  These
negotiations have taken a considerable amount of time due to the
number of lenders involved, the Company's overall liquidity and
the interests of a diverse group of stakeholders.  The Company
cannot predict whether the Lender will agree to modify any of
those covenants, but the Company does expect a resolution soon.
To the extent the Company is unable to modify those covenants, it
may not be possible to meet them unless the commodities markets
the Company operates in move in favorable directions.  Until the
Company is able to comply with the covenants under the Loan
Agreements, the Lender may take a variety of actions, including
immediately accelerating the repayment of all outstanding debt
under the Loan Agreements.  Such acceleration could entitle the
Lender to liquidate all of the Company's assets, and would likely
lead to the Company's bankruptcy, reorganization or winding up of
its affairs.

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

                        http://is.gd/7xzHMs

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.


NEOMEDIA TECHNOLOGIES: Posts $59.4 Million Net Income in Q3
-----------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $59.44 million on $528,000 of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$25.63 million on $338,000 of revenue for the same period during
the prior year.

The Company also reported net income of $12.37 million on
$1.66 million of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $41.49 million on $1.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $8.02
million in total assets, $65.98 million in total liabilities, all
current, $5.43 million in Series C convertible preferred stock,
$2.36 million in Series D convertible preferred stock, and a
$65.75 million total shareholders' deficit.

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

                        http://is.gd/C0GLxv

                   About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company has historically incurred net losses from operations
and expects it will continue to have negative cash flows as it
implements its business plan.  The Company said there can be no
assurance that its continuing efforts to execute its business plan
will be successful and that it will be able to continue as a going
concern.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEONODE INC: Stockholders Ratify Appointment of KMJ Corbin
----------------------------------------------------------
Neonode Inc. held its annual meeting of Stockholders on Nov. 11,
2011.  The Company did not solicit proxies.  The stockholders
voted to ratify the appointment of KMJ Corbin and Company to act
as the Company's independent auditor for the fiscal year ending
Dec. 31, 2011.

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.


NEWSOM PROPERTIES: Compass Bank Secured Claim Pegged at $3.4MM
--------------------------------------------------------------
At the behest of Newsom Properties LLC, Bankruptcy Judge Arthur B.
Briskman held that lender Compass Bank has an allowed secured
claim of $3,411,000 and the balance of the bank's Claim Nos. 4-1,
5-1, and 6-1 is unsecured.  The Court also held that the Debtor's
Parcel One, which secures the bank's claim, has a value of
$3,411,000.

The Debtor and Compass Bank disagree as to the value of Parcel
One.  The Debtor contends Compass Bank is oversecured; Compass
Bank contends it is undersecured.

Newsom Properties filed for bankruptcy due to its inability to
collect sufficient rents and make mortgage payments as they came
due.  Compass Bank asserts the Newsoms intentionally caused
tenants to fail to make monthly rent payments and to vacate Parcel
One.

Newsom Properties is owned and controlled by Dr. William A.
Newsom, an ophthalmic surgeon, and his wife Laurie K. Newsom.
Newsom Properties owns two parcels of commercial property located
in Gainesville, Florida:

     (i) Parcel One -- Parcel ID No. 06230-005-001 commonly known
         as 8475 NW 39th Avenue, Gainesville, Florida 32606, with
         an adjoining vacant lot; and

    (ii) Parcel Two -- Parcel ID No. 06107-019-000 commonly known
         as 2521 NW 41st Street, Gainesville, Florida 32606.

Parcel One contains a specialized medical services building
constructed in 2007 for Dr. Newsom's ophthalmic diagnosis and
surgical practice.  Parcel One is encumbered by a Mortgage and
Security Agreement executed on Jan. 26, 2007 and an Assignment of
Profits, Lease, Rents, and Contracts held by Compass.  The
Mortgage secures two commercial loans, Loan One for $1,686,427 and
Loan Two for $2,677,500, and an interest rate swap agreement
executed by the Debtor.  Parcel Two is encumbered by a mortgage
held by M&S Bank.  Dr. and Mrs. Newsom personally guaranteed the
Compass Bank and M&S Bank loan obligations.

The Debtor, pursuant to written leases, leases space in Parcel One
to two tenants: (i) Eye Associates of Gainesville, LLC, a medical
eye clinic; and (ii) Eye Surgicenter, LLC, an eye surgery center.
Parcel Two contains a substantially similar building which houses
an eye clinic and an eye surgery center.  Dr. and Mrs. Newsom own
and control the tenants.  The Debtor's sole source of income is
rents from the properties.  The tenants of Parcel One are required
to pay aggregate monthly rent of $30,000 to the Debtor.

Compass Bank filed three proofs of claim totaling $3,661,744: (i)
secured Claim No. 4-1 for $2,496,260 arising from Loan One; (ii)
Claim No. 5-1 for $732,724, consisting of a secured claim of
$173,739 and an unsecured claim of $558,984, arising from Loan
Two; and (iii) Claim No. 6-1 for an unsecured claim of $432,760,
arising from the swap agreement.  Compass Bank's claims set forth
$2,670,000 as the value of Parcel One.

The Debtor, in its Plan, treats Compass Bank as unimpaired and
intends to transfer, via quitclaim deed on the effective date,
Parcel One to Compass Bank in full satisfaction of Compass Bank's
allowed secured claim.  The Debtor intends to retain Parcel Two
and make mortgage payments to M&S Bank from the rental income
stream from Parcel Two's tenants.

Compass Bank asserts it is impaired and voted to reject the Plan.
The Debtor has not sought releases of the Newsoms from their
personal guarantees.  The intended transfer of Parcel One to
Compass in full satisfaction of its secured claim will satisfy the
Newsoms' personal guarantees.

As part of his ruling, Judge Briskman directed the Debtor to file
and serve an Amended Disclosure Statement and Plan by Nov. 23.

A copy of Judge Briskman's Nov. 9, 2011 Order is available at
http://is.gd/0BYPILfrom Leagle.com.

Based in Gainesville, Florida, Newsom Properties LLC filed for
Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-04192) on
March 25, 2011.  Kenneth D. Herron, Jr., Esq. -- kherron@whmh.com
-- at Wolff, Hill, McFarlin & Herron, P.A.  The Debtor scheduled
$4,560,935 in assets and $11,211,465 in assets.  The petition was
signed by William A. Newsom, manager.


NPC INT'L: S&P Puts 'B' Corp. Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on Pizza Hut
franchisee NPC International Inc., including the 'B' long-term
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement follows NPC International Inc.'s
announcement that it has agreed to be acquired by private equity
firm Olympus Partners. The transaction is subject to regulatory
approval. We expect the transaction to close by the end of fiscal
2011," S&P said.

"We believe the debt-financed transaction will weaken NPC
International Inc.'s credit protection measures from current
levels over the next one to two years," said Standard & Poor's
credit analyst Andy Sookram.

"Pro forma for the transaction, based on NPC's operating results
through the third quarter ended Sept. 27, 2011 and assuming
Olympus will finance 70% of the purchase price with debt, we
expect leverage will increase to between 6.3x and 6.6x from 5.0x,"
S&P related.

"We believe NPC will continue to use excess cash flow to reduce
debt, mitigating the effects of our expectation that EBITDA will
decline 5% in 2011 from the previous year. However, the additional
debt burden of the transaction will, in our view, strain NPC's
already highly-leveraged financial risk profile and modest cash
flows," S&P said.

"NPC's comparable-store sales increased 0.4% in the third quarter,
in line with our expectation for limited growth over the near
term. The company's flat 12.3% EBITDA margin in the third quarter
was better than our expectation of an 11.8% margin over the medium
term, as NPC continued to offset higher commodity costs with
reductions in operating costs, including in labor," S&P said.

"We expect to resolve the CreditWatch listing within 90 days after
meeting with management to better understand the company's
financial policy, business strategy, and capital structure,
specifically in the context of the transaction," S&P said.


NUVEEN INVESTMENTS: Moody's Says 'B3' Reflects Weak Fundamentals
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings, all with positive
outlooks, of Nuveen Investments, Inc. following the announcement
that Nuveen will acquire a 60% interest in Gresham Investment
Management LLC (unrated) for $300 million in cash. Nuveen expects
to use $280 million of incremental term loans and cash on hand to
fund the acquisition. The transaction is expected to close by
year-end 2011.

The immediate financial impact to Nuveen's operations is somewhat
modest, as Gresham's trailing last twelve months adjusted revenue
of $112.9 million and adjusted EBITDA of $83.8 million are about
11% and 16%, respectively, of Nuveen's size. While absolute
leverage will increase with the acquisition, Moody's expects pro
forma financial leverage (Debt/Moody's LTM EBITDA) to decline
modestly from 8.5x to 8.2x.

The Gresham acquisition is consistent with Nuveen's strategy to
diversify its product mix and increase its distribution reach and
scale. Based in New York, Gresham is one of the largest long-only
institutional commodity managers with $13.7 billion of AUM as of
October 31, 2011. The company has benefited from a period of
strong investor appetite for commodity investments growing its
assets over the last five years by compound annual growth rate of
52% due to a combination of market appreciation and $11.9 billion
of net inflows.

The Gresham business will increase Nuveen's position in the
expanding commodities asset class in addition to giving Nuveen
deeper presence in the institutional market and an expanded
international client base, which is credit positive. However, as
an offset, the transaction involves an increase in Nuveen's total
notional debt from an already high level as well as exposure to an
asset class, that has historically exhibited higher volatility
profiles.

Nuveen's B3 Corporate Family Rating reflects the company's weak
financial fundamentals, characterized by high financial leverage,
marginal interest coverage and refinancing risk relative to other
Moody's-rated asset managers. Also incorporated in the rating is
Nuveen's good market position, adequate liquidity profile and
strong distribution capabilities. The company's refinancing and
deleveraging strategy is also reflected in the B3 rating.

The positive outlook reflects Nuveen's strengthening brand and
positive momentum in its operating fundamentals with Moody's
expectations for further improvement in credit metrics. The
company's intention to proactively address upcoming maturities in
the next two years with equity or debt refinancing is also
considered in the positive outlook.

Ratings affirmed, all with positive outlooks, include:

Corporate Family Rating of B3;

$193 million senior secured revolver at B2

$1.087 billion senior secured first lien loan due 2014 at B2

$1.057 billion senior secured first lien due 2017 at B2

$500 million senior secured second lien loan due 2015 at Caa1

$935 million senior unsecured notes due 2015 at Caa2

$300 million senior unsecured notes due 2015 at Caa2

Nuveen Investments, Inc., headquartered in Chicago, is a US-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US. The company's assets under
management were $207.3 billion as of October 31, 2011.

The last rating action was on May 18, 2011, when Moody's upgraded
Nuveen's corporate family rating to B3 from Caa1 and debt ratings
of Nuveen Investments, Inc. by one notch. Positive outlooks were
maintained on all ratings.

The principal methodology used in rating Nuveen Investments, Inc.
was Moody's Global Rating Methodology for Asset Management Firms,
published in October 2007, which can be found at www.moodys.com in
the Credit Policy & Methodologies directory, in the Ratings
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating Nuveen Investments, Inc. can also be found
in the Rating Methodologies sub-directory on Moody's website.


NUVEEN INVESTMENTS: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Nuveen
Investments Inc., including the 'B-' counterparty credit rating.
"At the same time, we assigned our 'B' issue-level rating and '2'
recovery rating on the company's $280 million senior secured term
loan due in May 2017. The outlook on the company remains stable,"
S&P said.

"The rating affirmation follows Nuveen's announcement that it has
reached a definitive agreement to acquire a 60% stake in Gresham
Investment Management, a niche asset manager with $13.7 billion in
assets under management (AUM). The up-front cost is $300 million,
which Nuveen will finance mostly with additional term loans. We
view this transaction as favorable for the combined company's
business profile, but not for its financial profile," S&P said.

"We affirmed the ratings based on our opinion that Nuveen has a
well-respected brand name, a diverse mix of AUM, a respectable
investment performance track record, and good third-party
distribution of its retail products," said Standard & Poor's
credit analyst Charles Rauch. "We believe the addition of Gresham
further diversifies AUM and adds a skill set that Nuveen currently
lacks, namely an expertise in commodities futures. We view
commodities as a natural complement to Nuveen's existing book of
business in equities, fixed-income securities, and municipal bonds
because they have historically provided a hedge against inflation.
Commodities will account for 6% of the combined organization's
AUM, up from Nuveen's current 1%. In addition, Gresham's long
track record and favorable investment performance should benefit
the combined organization's franchise."

"We have an unfavorable view of the financing of the Gresham
acquisition," said Mr. Rauch. "Nuveen already has a high debt
level, $3.9 billion as of Sept. 30, 2011, which is a major rating
factor. The company is issuing another $280 million of term loans
to finance the bulk of the up-front cost to acquire the majority
stake in Gresham. Although pro forma key credit metrics strengthen
marginally for the combined organization, Nuveen's ability to
service the $1.1 billion of debt maturities in 2014 will depend on
its ability to increase AUM well beyond our current expectations.
Under our base-case scenario, we assume AUM will be relatively
flat over the next year."

"The stable outlook reflects our base-case scenario, in which the
combined organization's AUM remains relatively flat in 2012.
Although key credit metrics will marginally improve following the
Gresham transaction, they will still compare unfavorably with
peers rated in the 'B' category. Without exceptionally strong AUM
growth over the next three years, we do not believe the combined
organization can accumulate sufficient cash to meet the $1.1
billion principal payment due in November 2014. Consequently, if
the company does not take steps to lower aggregate indebtedness --
such as an IPO or another debt restructuring -- well before the
next debt maturity date, we could lower the ratings.
Alternatively, if the company raises equity and uses the proceeds
to lower outstanding indebtedness, we could raise the ratings,"
S&P related.


OPEN RANGE: Lacks Buyer, to Liquidate Assets
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Open Range Communications Inc. won't reorganize.  It
won't even sell the assets as a going concern.  Open Range filed
papers in bankruptcy court disclosing that the buyer decided not
to go ahead.  Consequently, the company said it will conduct an
"orderly liquidation."  On filing for Chapter 11 protection on
Oct. 6 in Delaware, Open Range said it would shut down and
liquidate the network if a buyer couldn't be found.

The U.S. Bankruptcy Court previously authorized, on a final basis,
Open Range to borrow a principal amount not to exceed $6,000,000
in the aggregate for the operation of its business.  As adequate
protection for any diminution in value of the lender's collateral,
the Debtor will grant the lender replacement liens and
superpriority administrative claims status, subject to carve out
in certain expenses.

                        About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range listed about $114 million in
assets and $110 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.


OPEN TEXT: Moody's Upgrades Corporate Family Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded certain Open Text, Inc.'s
ratings -- corporate family to Ba1 from Ba2, speculative grade
liquidity to SGL-1 from SGL-2, and probability of default to Ba2
from Ba3 Moody's. Moody's also affirmed the Ba1 rating on the
company's senior secured debt. The ratings outlook is stable.

RATINGS RATIONALE

The upgrade in the corporate family rating to Ba1 is driven by
Open Text's improved liquidity profile as a result of its new bank
facility, and relatively low level of debt to EBITDA which Moody's
expects to decline to under 2x early in 2012. Open Text has a
record of steady financial performance and cash flow from
operations, which Moody's expects to continue because of its
leading position within the rapidly growing enterprise content
management market. While the company is acquisitive, Moody's
expects the company to maintain leverage under 2x except on a
temporary basis.

The speculative grade liquidity rating has been revised to SGL-1
from SGL-2 based on the improved liquidity as a result of closing
the secured loan facilities. Open Text recently closed on a new
$100 million senior secured revolver that matures in 2016 and
replenished in excess of $250 million in cash balances as a result
of the closing of the new $600 million senior secured term loan.
The SGL-1 rating also reflects Moody's expectation that the
company will generate well in excess of $200 million in free cash
flow over the next twelve months.

While a further upgrade is unlikely in the near term, ratings
could be raised if the company continues broadening of its product
portfolio and vertical market expertise while demonstrating
organic revenue, profit and cash flow growth and maintaining
conservative financial policies. The ratings could face downward
pressure if the growth outlook reversed or if leverage were to
exceed 3.0x.

These ratings were upgraded:

Corporate family rating: Ba1from Ba2

Probability of default: Ba2 from Ba3

The following ratings were affirmed (and LGD assessments revised):

$100 million senior secured revolver due 2016, Ba1, LGD3 (32%)
from Ba1, LGD2 (26%)

$600 million senior secured term loan due 2018, Ba1, LGD3 (32%)
from Ba1, LGD2 (26%)

These were withdrawn:

$200 million senior secured delayed term loan due 2018, Ba1, LGD2
(26%)

Ratings outlook: Stable

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

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is
the largest independent provider of enterprise content management
software. For twelve months ended June 31, 2011, revenues were
approximately $1.0 billion.


OPTIMUMBANK HOLDINGS: Incurs $563,000 Third Quarter Net Loss
------------------------------------------------------------
Optimumbank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $563,000 on $1.51 million of total interest income for
the three months ended Sept. 30, 2011, compared with a net loss of
$1.54 million on $1.99 million of total interest income for the
same period during the prior year.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company also reported a net loss of $3.69 million on
$5.06 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.

Chairman of the Board Sam Borek said, "We are moving in a positive
direction.  Non-accrual loans and repossessed assets have been a
significant drain on the Company's resources for over two years,
but the Florida real estate marketplace is showing signs of
stabilization."

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

                        http://is.gd/FlJxCX

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.


PATIENT SAFETY: Incurs $228,000 Net Loss in Third Quarter
---------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $228,128 on $2.18 million of revenue for
the three months ended Sept. 30, 2011, compared with net income of
$976,738 on $4.12 million of revenue for the same period during
the prior year.

The Company also reported a net loss of $1.02 million on
$6.72 million of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $1.32 million on $10.25 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$13.25 million in total assets, $2.93 million in total
liabilities, all current, and $10.32 million in total
stockholders' equity.

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

                        http://is.gd/fT00ov

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PIONEER DRILLING: Moody's Assigns 'B3' Rating to $150-Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Pioneer Drilling
Company's (Pioneer) proposed $150 million of new notes. Pioneer's
other ratings are unaffected. The outlook remains stable.

Net proceeds from the offering will be used to fund acquisitions,
construction of new-build drilling rigs and for general corporate
purposes, which may include maintenance capital expenditures,
working capital or the repayment of indebtedness.

RATINGS RATIONALE

"This debt issue will provide additional liquidity to cover growth
funding and essentially finance the two acquisitions that Pioneer
is currently pursuing for a combined price of $155 million,"
commented Sajjad Alam, Moody's analyst. "We view this to be credit
negative in the near term as leverage will rise and the company
may face execution risks inherent in any potential acquisition.
However, the increased debt burden will not impact the ratings or
the outlook given the company's pre-issue low leverage, reduced
funding risk and the prospects of significant incremental cash
flow in 2012 and 2013 from these potential acquisitions and rig
additions."

After a period of capital preservation and a focus on cost
efficiency, Pioneer ramped up its capital spending in 2011 and
continues to strategically position itself in the more active
drilling basins in the US with emphasis on shale plays. The pace
of expansion in 2012 however, remains a concern given the
possibility of reduced spending by E&P companies in 2012 and
ongoing volatility in oil prices. Based on next year's capex
guidance of $250-$280 million, Pioneer will again produce negative
free cash flow in 2012. However, Moody's expectation is that any
funding gap will primarily be addressed with additional equity
issuance as the company has done in 2011.

The new unsecured notes are rated B2, rank pari passu with the
existing 9.875% unsecured notes and have identical tenor,
guarantee package, and covenants. The notes are rated one notch
below Pioneer's B2 CFR, reflecting the substantial size of the
priority claim first lien secured revolving debt in the capital
structure. Under Moody's Loss Given Default (LGD) Methodology, the
unsecured notes reflect both the overall probability of default of
the company, to which Moody's assigns a PDR of B2, and a loss
given default of LGD 4, 69%.

The stable outlook reflects Moody's expectation that the demand
for high horsepower rigs will remain healthy through 2013 and
Pioneer will manage its liquidity and leverage prudently as it
continues its aggressive expansion.

Increased diversification, strong contract support, and the
ability to grow and upgrade its rig fleet without significantly
increasing leverage from current levels would be keys to an
upgrade given Pioneer's small size and the cyclical nature of the
onshore drilling sector. An upgrade is possible if the company can
sustain leverage below 2.5x.

A downgrade could occur if the company significantly debt finances
it growth or encounters severe erosion of liquidity. More
specifically, if debt to EBITDA rises above 3.5x, the CFR could be
lowered to B3.

The principal methodologies used in rating Pioneer was the Global
Oilfield Services Industry Methodology published in December 2009
and the Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Pioneer Drilling Company, headquartered in San Antonio, Texas,
provides land contract drilling services as well as production
services to independent and major oil and gas exploration and
production companies.


PHARMACEUTICAL PRODUCT: Moody's Says 'B1' CFR Unchanged
-------------------------------------------------------
Moody's said that the changes to Pharmaceutical Product
Development Inc.'s debt issuance is a slight credit positive, but
that ratings -- including a B1 Corporate Family Rating, Ba3 rating
on the Senior Secured Credit Facility and B3 rating on the
unsecured bonds -- remain unchanged. This follows changes to the
deal structure including an upsized term loan and reduced size of
the notes offering.

Pharmaceutical Product Development, Inc. is a leading global
contract research organization. The company provides preclinical
drug discovery, Phase I through Phase IV clinical development,
post-approval services as well as laboratory services to
pharmaceutical, biotechnology and academic customers, among
others. Following the close of its leveraged buyout, PPD will be
owned by The Carlyle Group and Hellman & Friedman. Net revenues
for the twelve months ended September 30, 2011 approximated $1.47
billion.


PHARMACEUTICAL PRODUCT: S&P Keeps 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services's B+(prelim)/Stable/--
corporate credit and other preliminary ratings on Wilmington,
N.C.-based Pharmaceutical Product Development Inc. remain
unchanged following changes to the proposed financing transaction.

"The changes to the proposed transaction include an upsizing of
the term loan B facility by $125 million (to $1,450 million) and a
downsizing of the senior notes by a like amount to $575 million.
These changes do not affect our calculation of adjusted leverage
of above 6.0x and our perception that the company's financial risk
profile is highly leveraged. Similarly, the proposed change to
make the term loan covenant-light aids liquidity, but does not
change our assessment that PPD's liquidity is adequate," S&P said.

"Our speculative-grade preliminary ratings on 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).
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, and our favorable view of the CRO industry's medium-
term growth prospects support our belief that PPD has a fair
business risk profile, despite the potential that contract losses
could cloud revenue visibility. We currently believe PPD will
generate low- to mid-single-digit revenue and EBITDA growth
over the near term. For the complete corporate analysis, please
see 'Research Update: Pharmaceutical Product Development Inc.
Assigned Preliminary 'B+' Rating, Stable Outlook,' published Nov.
11, 2011, on Ratings Direct on the Global Credit Portal," S&P
stated.

Ratings List
Pharmaceutical Product Development Inc.

Corporate Credit Rating                 B+(prelim)/Stable/--

Senior Secured
  $1.45 bil. term loan                  BB-(prelim)
   Recovery rating                      2(prelim)
  $175 mil. revolver                    BB-(prelim)
   Recovery rating                      2(prelim)


Senior Unsecured
  $575 mil. senior notes                B(prelim)
   Recovery rating                      5(prelim)


PLATINUM STUDIOS: Delays Filing of Form 10-Q for Third Quarter
--------------------------------------------------------------
Platinum Studios, Inc., notified the U.S. Securities and Exchange
Commission that it is in the process of compiling information for
the quarter ended Sept. 30, 2011, for the Form 10-Q, all of which
information has not yet been received.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $5.61 million
in total assets, $28.44 million in total liabilities, all current,
and a $22.82 million total shareholders' deficit.

The Company is also delinquent in payment of $120,026 for payroll
taxes as of March 31, 2011, and in default of certain of its short
term notes payable.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


PLY GEM HOLDINGS: Files Form 10-Q, Incurs $458,000 Q3 Net Loss
--------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $458,000 on $297.88 million of net sales for the three
months ended Oct. 1, 2011, compared with a net loss of
$6.39 million on $269.54 million of net sales for the three months
ended Oct. 2, 2010

The Company also reported a net loss of $69.28 million on
$792.48 million of net sales for the nine months ended Oct. 1,
2011, compared with net income of $47.29 million on
$775.41 million of net sales for the three months ended Oct. 2,
2010.

The Company's balance sheet at Oct. 1, 2011, showed
$959.28 million in total assets, $1.20 billion in total
liabilities and a $244.09 million total stockholders' deficit.

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

                        http://is.gd/fJQQs9

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


POINT BLANK: Files Notice to Change Names
-----------------------------------------
BankruptcyData.com reports that Point Blank Solutions filed with
the U.S. Bankruptcy Court a notice to change the name for the
Debtors.  On Oct. 28, 2011 the Court approved the sale of
substantially all of the Debtors' assets to Point Blank
Enterprises.  Point Blank Solutions subsequently changed its name
to SS Body Armor I; Point Blank Body Armor changed its name to SS
Body Armor II and Protective Apparel Corporation of America
changed its name to SS Body Armor III.

                        About Point Blank

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

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

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

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


QUINCY MEDICAL: Releases Stall Confirmation of Liquidating Plan
---------------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman said in a Nov. 16, 2011
Memorandum that Quincy Medical Center, Inc., Quincy ED Physicians,
Inc., and Quincy Physician Corporation and their joint plan of
liquidation are in compliance with all applicable requirements of
the U.S. Bankruptcy Code except Sec. 1129(a)(1).  Judge Hoffman
said the debtors' joint plan will be confirmable if the debtors'
releases do not include the creditors' committee or officers,
directors and others described in clauses (a) and (d) of the
definition of Released Parties under the plan; if the plan's third
party releases are limited to those who actually submitted ballots
accepting the plan; if the injunction provision of the plan is
removed or appropriate compliance with Rule 2002(c)(3) occurs; and
if the plan's exemption from transfer taxes is limited to post-
confirmation transfers.  The Court gave the debtors until Nov. 21,
2011, to submit either a proposed confirmation order modifying the
plan in accordance with the Court's memorandum or a request for
other appropriate relief.

The United States Trustee has objected to the proposed releases
under the plan.  Judge Hoffman held that the debtors' proposed
release of the indenture trustee and the bondowners is justified
as these parties have made material concessions and contributed
significant consideration to the debtors' plan.

However, Judge Hoffman said there does not appear to be any
justification for the release of the debtors' affiliates,
subsidiaries, officers, directors and others identified in clause
(a) of the definition of Released Parties or of the creditors'
committee and its affiliates and representatives under the plan.
There has been no showing that the debtors' directors and officers
contributed significantly to the administration of the bankruptcy
cases or to the formulation of the debtors' plan.

While there appears to be an identity of interests between and
among the debtors and their directors and officers arising from
the debtors' obligation to indemnify them, Judge Hoffman pointed
to the court's analysis in In re Washington Mutual, Inc., 442 B.R.
314, 346 (Bankr. D. Del. 2011), that such an identity of interests
by itself is insufficient to justify releases.  As for the
creditors' committee, which is entirely a creature of the
bankruptcy process, the Court said the panel may be entitled to
exculpation for its active role in these cases but a broad release
which encompasses pre-petition causes of action seems unnecessary
and irrelevant.

A hearing on confirmation of the debtors' joint plan was held on
Nov. 8, 2011.

A copy of Judge Hoffman's decision is available at
http://is.gd/L81l6Hfrom Leagle.com.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

Quincy sold its hospital facility to Steward Health Care System
LLC, in October 2011 for $52.4 million, not enough for full
payment to secured bondholders owed $56.5 million. The bonds were
issued through a state health-care finance agency.  Nonetheless,
$562,500 -- not subject to bondholders' deficiency claims -- was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.


RADIENT PHARMACEUTICALS: Posts $1.9-Mil. 3rd Quarter Net Income
---------------------------------------------------------------
Radient Pharmaceuticals Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $1.94 million on $102,238 of net revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $11.94 million on $34,446 of net revenues for the same
period a year ago.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company also reported a net loss of $39.41 million on $257,609
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $38.42 million on $116,840 of net revenues for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $937,189 in
total assets, $23.47 million in total liabilities, all current,
and a $22.54 million total stockholders' deficit.

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

                         http://is.gd/oNiGIZ

                    About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RADIOSHACK CORP: S&P Lowers Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Fort-Worth, Texas-based
RadioShack Corp. to 'BB-' from 'BB'. The outlook is stable.

"The recovery rating remains '4', indicating our expectations for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The downgrade of RadioShack reflects its weak operating and
financial performance over the past few quarters, and our belief
that all segments of the company's business will remain under
margin pressure," said Standard & Poor's credit analyst Jayne
Ross. "It also incorporates our view that credit metrics will not
return to prior levels in the near term and the questionable
timing of the company's more aggressive financial policies."

"The ratings on RadioShack reflect our view that the company will
maintain its current operating performance in the near term given
the very highly competitive environment for mobility products and
weak economic conditions," continued Ms. Ross. "We expect flat to
modest sales growth in the wireless segment, but believe sales
will remain down in the company's other segments along with lower
margins."

"Overall, we assess the company's financial risk profile as
aggressive. This reflects, in our view, more aggressive financial
policies at a time of operational difficulties, increased debt
leverage, weaker credit metrics, and moderate cash flow
generation," S&P said.


RIVER ROCK: Reports $12.8 Million Income from Operations in Q3
--------------------------------------------------------------
River Rock Entertainment Authority filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting income from operations of $12.80 million on $31.30
million of net revenues for the three-month period ended Sept. 30,
2011, compared with income from operations of $10.50 million on
$30.37 million of net revenues for the same period during the
prior year.

River Rock also reported income from operations of $37.09 million
on $93.82 million of net revenues for the nine-month period ended
Sept. 30, 2011, compared with income from operations of
$36.09 million on $95.05 million of net revenues for the same
period a year ago.

River Rock's balance sheet at Sept. 30, 2011, showed
$222.79 million in total assets, $214.66 million in total
liabilities, all current, and $8.13 million in total net assets.

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

                        http://is.gd/GxEzlP

                         About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

                          *     *      *

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.

Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default.  The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process.  The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


RAYMOND GUILLAUME: BAC Home Loan's $150T Secured Claim Allowed
--------------------------------------------------------------
Bankruptcy Judge Joel B. Rosenthal allowed a secured claim filed
by BAC Home Loan Servicing LP for $150,375 over the objection of
Raymond Marc Guillaume, Jr., d/b/a DWP Translation Services.


Bankruptcy Judge Joel B. Rosenthal allowed a secured claim filed
by BAC Home Loan Servicing LP for $150,375 over the objection of
Raymond Marc Guillaume, Jr., d/b/a DWP Translation Services.

The Debtor:

     -- asserts that the "Assignment of Mortgage to BAC, dated
        March 14, 2011, occurred after" the petition date and was
        therefore a violation of Section 549 of the Bankruptcy
        Code "as a voidable transfer because the assignment was an
        attempt to perfect a lien after the commencement of the
        case."

     -- asserts that "the Assignment of Mortgage to BAC, dated
        March 14, 2011, occurred after" the petition date and was
        therefore a violation of Section 362(a)(4)("an attempt to
        create, perfect or enforce a lien against property of the
        estate after the filing of the case"), and (a)(5)(" an
        attempt to create, perfect or enforce a lien against
        property of Debtor, based upon an alleged claim that arose
        before the filing of this case").  The Debtor's counsel
        also asserted violations of Section 362(a)(3) and (a)(6).

     -- questions the veracity of the assignment of the mortgage
        to BAC due to the different venue states of the assignor,
        assignee and the acknowledgement location of the Notary
        Public.

The Court:

     -- held that Section 549 allows the trustee to "avoid a
        transfer of property of the estate."  The assignment of
        the mortgage is not a violation of Section 549 as the
        mortgage and note are not property of the estate. The lien
        was perfected when the mortgage was recorded, and
        therefore Section 549 does not apply.

     -- finds that the assignment of a mortgage and note does not
        fall under the purview of Section 362.

     -- finds that BAC's counsel adequately explained the
        different venues, and therefore does not find the
        assignment of the mortgage questionable.

A copy of Judge Rosenthal's Nov. 16, 2011 Decision and Order is
available at http://is.gd/8yavNLfrom Leagle.com.

Raymond Marc Guillaume, Jr., filed a pro se Chapter 11 petition
(Bankr. E.D. N.Y. Case No. 10-51417) on Dec. 6, 2010, listing
under $1 million in assets and debts.


RED DOOR: Miss. Court Rejects Bid to Transfer Case Venue
--------------------------------------------------------
Bankruptcy Judge Katharine M. Samson declined the request of First
American Bank and Trust to transfer to the Eastern District of
Louisiana the venue of Red Door Property Management LLC's Chapter
11 bankruptcy.

FABT, the only creditor listed in Red Door's schedules, asserts
that Red Door's Chapter 11 bankruptcy venue was selected pursuant
to 28 U.S.C. Sec. 1408(2) on a "tenuous allegation of affiliate
jurisdiction" in conjunction with the individual Chapter 11
proceeding filed by Joel C. Groshong, who claims a 99% ownership
interest in Red Door.  FABT argues that administration of Red
Door's bankruptcy case in the Southern District of Mississippi
Court would be an inefficient and wasteful use of the Court's
resources, and would be inconvenient and burdensome to FABT.
FABT, among other things, points out that the debt arose in the
Eastern District of Louisiana, witnesses and the debtor's real
property are located there, FABT is located there, and Red Door is
domiciled there.  FABT urges that transfer to Louisiana could have
no adverse impact on any other non-affiliated creditor of Red
Door, and that venue should be transferred to the Eastern District
of Louisiana in the interest of justice and for the convenience of
the parties pursuant to F.R.B.P. 1014(a)(1).

Red Door asserts that venue is appropriate in the Southern
District of Mississippi Court on the basis of affiliate
jurisdiction since Mr. Groshong is the majority equity security
holder of Red Door and the Debtor's "nerve center" is located in
Mississippi.  Red Door states that it is actively managed and
controlled in Mississippi, that it conducts its banking in
Mississippi and that it owns personal property located in
Mississippi.  The Debtor also urges that FABT will have to deal
with litigation in Mr. Groshong's individual bankruptcy in
Mississippi, and that a transfer of venue will require the Debtor
to incur unnecessary expenses in litigating in two courts in two
states.  In addition, Red Door asserts that actions in its Chapter
11 case will impact Mr. Groshong's individual bankruptcy case with
respect to his equity security interest and guaranty of the debt
to FABT.

In siding with Red Door, Judge Samson acknowledged that the
Louisiana venue is more convenient for FABT.  However, she noted
the relatively close proximity between the venues and took
judicial notice that the distance between the courthouse in
Gulfport, Mississippi, where Judge Samson regularly sits, and the
courthouse in New Orleans, Louisiana, is approximately 80 miles;
and the distance between the courthouse in Hattiesburg,
Mississippi, where she sits one day a month as an accommodation to
parties in the Hattiesburg area, and the courthouse in New Orleans
is approximately 112 miles.

Judge Samson said FABT has not met its burden of proof to justify
a transfer of venue on the factors relating to proximity of the
creditors, the debtor and witnesses to the Court.  The Court does
not find there would be a significant difference between distances
to be traveled by the parties or witnesses if they are obliged to
come to either Gulfport or Hattiesburg, Mississippi for any
hearings at which their presence would be required, instead of to
the courthouse in New Orleans.

Judge Samson also held that the Red Door bankruptcy case would be
more efficiently and economically administered in her Court as an
affiliate case to a pending bankruptcy case.

A copy of Judge Samson's Nov. 16, 2011 Memorandum Opinion is
available at http://is.gd/rfWbq2from Leagle.com.

Magnolia, Miss.-based Red Door Property Management LLC filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 11-02704) on
Aug. 4, 2011.  Craig M. Geno, Esq. -- cmgeno@hjglawfirm.com -- at
Harris Jernigan & Geno, PLLC, represents the Debtor.  In its
petition, the Debtor estimated $500,001 to $1 million in assets
and $1 million to $10 million in debts.

The petition was signed by Joel C. Groshong, its member/owner.
Mr. Groshong is also a debtor in a separate Chapter 11 case
(Bankr. S.D. Miss. Case No. 11-02179) filed on June 20, 2011.


RHI ENTERTAINMENT: Ex-Gen. Counsel Sue Over Unpaid Severance Fee
----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that RHI
Entertainment Inc.'s former general counsel last week sued the
made-for-TV production company, saying it failed to pay him
severance or award him stock he was owed after filing for
bankruptcy in December.

Henry Hoberman, who resigned from RHI in October after a nearly
four-year stint, claims his former employer violated the
employment agreement the pair had worked out long ago, according
to the complaint filed in New York federal court Nov. 10, Law360
says.

                        About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.

RHI and its affiliates filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Lead Case No. 10-16536) on Dec. 10, 2010.  D.J.
Baker, Esq., Rosalie Walker Gray, Esq., Keith A. Simon, Esq., Adam
S. Ravin, Esq., and Jude Gorman, Esq., at Latham & Watkins LLP,
serve as the Debtors' bankruptcy counsel.  Logan & Company, Inc.,
serves as the Debtors' claims and noticing agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.

The Debtors disclosed $524,722,000 in total assets and
$834,094,000 as of the Chapter 11 filing.

RHI Entertainment implemented on April 1, 2011, the Chapter 11
reorganization plan that the bankruptcy court confirmed two days
earlier.  The plan had been accepted before the Chapter 11 filing
in December by all of the second-lien debt and 94% of the first-
lien obligations.  It reduces debt by about $300 million.


RICKY MURRAY: BB&T's Fraudulent Conveyance Suit Goes to Trial
-------------------------------------------------------------
The lawsuit, BRANCH BANKING AND TRUST COMPANY, v. RICKY V. MURRAY,
CONNIE B. MURRAY, CASTLEBROOK PROPERTIES, LLC, BRIGHTSTAR
PROPERTIES, LLC, and EAST WAKE PROPERTIES, LLC, Adv. Proc. No.
11-00143 (Bankr. E.D.N.C.), will proceed to trial after Bankruptcy
Judge Stephani W. Humrickhouse denied the plaintiff's request for
summary judgment in a Nov. 16, 2011 Order available at
http://is.gd/PQCpHcfrom Leagle.com.

Ricky V. Murray and Connie B. Murray hold 100% ownership interests
in Castlebrook Properties LLC, Brightstar Properties LLC, and East
Wake Properties LLC.  Two of the Corporate Defendants, Castlebrook
and East Wake, were administratively dissolved on Feb. 25, 2009,
by the North Carolina Secretary of State.  The related entities
engaged in the business of owning and renting real estate, and a
corporation known as Lisa Dee's Florist, Inc.

Pre-bankruptcy, the Defendants became obligated to BB&T pursuant
to various promissory notes secured by deeds of trust, all of
which were cross-collateralized.  The Defendants defaulted and
BB&T made demand for payment on Sept. 1, 2010.  BB&T initiated
foreclosure proceedings on Sept. 21, 2010, and foreclosure orders
scheduling the sales for the afternoon of Dec. 1, 2010 were
entered by the Wake County Superior Court on Oct. 14, 2010.  On
the morning of Dec. 1, 2010, the Corporate Defendants conveyed for
nominal consideration all of their real property to the Debtors by
non-warranty deed: one parcel from Castlebrook, 11 parcels from
East Wake, and three from Brightstar.  That afternoon, the
foreclosure sales were held, but during the 10-day upset bid
period, the Murrays filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 10-10143) on Dec. 10, 2010, listing all of the
Transferred Property as assets on their schedules.

As of the petition date, Brightstar owed BB&T, exclusive of
guarantor obligations, the sum of $265,466.73; Castlebrook owed
BB&T, exclusive of guarantor obligations, the sum of
$2,844,273.50; and East Wake owed BB&T, exclusive of guarantor
obligations, the sum of $195,757.83.

On March 21, 2011, BB&T obtained judgments against the defendants
in Wake County Superior Court on the notes and guarantees as
follows: Brightstar $3,154,663.49; Castlebrook $2,841,168.29; and,
East Wake $3,071,470.81.

BB&T initiated the adversary proceeding seeking to avoid the
transfers of the Corporate Defendants to the Debtors as fraudulent
transfers under state law, and because certain of them were made
ultra vires.  BB&T moved for summary judgment on May 27, 2011.

Judge Humrickhouse said there is evidence of non-fraudulent intent
in making the transfers.  The Debtors claim they had no intent to
defraud BB&T, and that their actual intent was to assist the
Corporate Defendants to reorganize their debts.  Those debts were
guaranteed by the Individual Debtors and the Corporate Defendants.
Those debts were also secured by deeds of trust which contained
cross-collateralization provisions.  The Debtors argue that since
BB&T has the same collateral, the same obligors, and the same
indebtedness after the transfer as it did before, it has not been
"hindered, delayed or defrauded."  Additionally, the Debtors
contend that the filing of one, instead of four, petitions was
both administratively and financially more efficient.

Judge Humrickhouse believes there are genuine factual disputes
regarding the intent of the Defendants and the effect of the
filing of the petition, rendering summary judgment inappropriate.
She said it is premature to deal with the issue of fraud in this
case on a motion for summary judgment.


SAGAMORE PARTNERS: Taps Meland Russin as Bankruptcy Counsel
-----------------------------------------------------------
Sagamore Partners, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to employ Peter D.
Russin, Esq., and the law firm of Meland Russin & Budwick, P.A.

The Debtor proposes to employ the firm under a general retainer.

To the best of the Debtor's knowledge, the law firm is a
"disinterested person" as that term is defined in Section 101(140
of the Bankruptcy Code.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., serves as the Debtor's counsel.  The Debtor
disclosed $71,099,556 in assets and $52,132,849 in liabilities as
of the Chapter 11 filing.  The petition was signed by Martin W.
Taplin, Pres of Miami Beach Vacation Resorts, Inc., manager of
Sagamore GP, LLC, general partner.


SB PARTNERS: Incurs $325,000 Net Loss in Third Quarter
------------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, reporting a net loss of
$325,459 on $623,272 of total revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $179,285 on $637,190
of total revenue for the same period during the prior year.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

The Company also reported a net loss of $750,526 on $1.89 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $468,171 on $1.96 million of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$18.34 million in total assets, $20.75 million in total
liabilities and a $2.41 million total partners' deficit.

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

                        http://is.gd/TxgmYP

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

As reported by the TCR on June 23, 2011, Dworken, Hillman, LaMorte
and Sterczala, P.C., in Shelton, Connecticut, did not include a
substantial doubt qualification in its report on the Company's
2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.


SEARCHMEDIA HOLDINGS: Partially Settles Class Lawsuit in Fla.
-------------------------------------------------------------
SearchMedia Holdings Limited reached a tentative partial
settlement agreement for a securities class action lawsuit pending
against the Company and a number of its current and former
directors, officers and employees.

The securities class action lawsuit was filed in the United States
District Court for the Southern District of Florida (Murdeshwar v.
SearchMedia Holdings Limited, et al., Case no. 1:11-cv-20549-KMW)
against the Company and certain of its current and former officers
and directors in relation to various disclosures regarding the
Company's acquisition of SearchMedia International Ltd. and the
financial condition of that company.  The partial settlement
agreement is made on behalf of the defendants who served as
directors and officers of Ideation Acquisition Corp. without any
admission of wrongdoing on the part of the Settling Defendants and
provides for a settlement fund of $2.75 million, which the Company
expects to be entirely funded by its insurance carriers.  The
partial settlement agreement remains subject to court approval and
certain other conditions including execution of a stipulation of
settlement, notice to class members, and an opportunity for class
members to object or opt out of the settlement.

The securities class action lawsuit remains pending against other
defendants who reside in China and who have not been served with
the complaint and summons.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SHALAN ENTERPRISES: Court Approves Cash Collateral Substitution
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Shalan Enterprises, LLC, and Alan Rapoport's request to
substitute collateral for secured loan.

The Court noted that secured creditor Wells Fargo Bank, NA, has
withdrawn its objection to cash Collateral substitution motion.

As reported in the Troubled Company Reporter on Sept. 16, 2011,
the Debtors requested for an authorization to substitute certain
collateral, i.e., a single family dwelling located at 5837 Lake
Lindero Drive, Agoura Hills, California as substitute collateral
in place and in stead of the single family dwelling located at
30729 Mainmast, Agoura Hills, California, for purposes of securing
a loan of $300,000, which such borrowing was previously approved
by the Court.

                     About Shalan Enterprises

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.  Shalans'
business is to hold 34 of Alan Rapoport's real estate holdings.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-43263) on Nov. 25, 2009.  The Company has
assets of $12,540,000, and total debts of $7,426,313.

Shalan Enterprises' case is substantially consolidated with the
case of Alan Rapoport, who filed Chapter 11 bankruptcy (Case No.
09-43499) on Nov. 30, 2009.


SIMON WORLDWIDE: Incurs $534,000 Net Loss in Third Quarter
----------------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $534,000 on $0 of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $452,000 on $0 of revenue for
the same period during the prior year.

The Company also reported a net loss of $1.43 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.58 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$9.83 million in total assets, $176,000 in total liabilities, all
current, and $9.65 million in total stockholders' equity.

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

                       http://is.gd/406Qk0

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

The Company reported a net loss of $2.33 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$2.11 million on $0 of revenue during the prior year.

As reported by the TCR on April 4, 2011, BDO USA, LLP, in Los
Angeles, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditor
noted that the Company has suffered significant losses from
operations, has a lack of any operating revenue and is subject to
potential liquidation in connection with a recapitalization
agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the then
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.  At a special meeting held on Sept. 18, 2008, the
stockholders of the Company approved amendments to the Company's
certificate of incorporation proposed in order to effect a
recapitalization of the Company pursuant to the terms of the
Recapitalization Agreement.

Under the Recapitalization Agreement, the Company issued
37,940,756 shares of common stock with a fair value of $15.2
million in exchange for 34,717 shares of preferred stock
(representing all outstanding preferred shares) with a carrying
value of $34.7 million and related accrued dividends of
approximately $147,000.  The Company recorded $19.7 million to
retained earnings in September 2008 representing the excess of
carrying value of the preferred stock received over the fair
market value of the common shares issued as such difference
essentially represented a return to the Company.


STANADYNE HOLDINGS: Incurs $1.4 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.45 million on $65.06 million of net sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$497,000 on $69.02 million of net sales for the same period a year
ago.

The Company also reported a net loss of $7.79 million on
$185.49 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.85 million on $188.09 million
of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$374.24 million in total assets, $379.07 million in total
liabilities, $794,000 in redeemable non-controlling interest, and
a $5.62 million in total stockholders' deficit.

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

                        http://is.gd/hsbz55

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

As reported by the TCR on Jan. 21, 2011, Moody's Investors Service
confirmed Stanadyne Holdings, Inc.'s Caa1 Corporate Family Rating
and revised the rating outlook to stable.  The CFR confirmation
reflects the remediation of the Stanadyne's previous inability to
file financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.


SUNRISE REAL ESTATE: Delays Filing of 3rd Quarter Form 10-Q
-----------------------------------------------------------
Sunrise Real Estate Group, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in the filing of its
10-Q for the period ended Sept. 30, 2011, due to a delay in the
preparation of its financial statements.

                         About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company's balance sheet at June 30, 2011, showed US$19.70
million in total assets, US$23.05 million in total liabilities,
US$1.41 million in noncontrolling interests of consolidated
subsidiaries, and a US$4.75 million total shareholders' deficit.

The Company reported a net loss of US$25,487 on US$12.82 million
of net revenues for the year ended Dec. 31, 2010, compared with
net income of US$3.27 million on US$13.11 million of net revenues
during the prior year.

                           Going Concern

The Company has accumulated losses of $10,563,169 for the year
ended June 30, 2011.  The Company's net working capital deficiency
and significant accumulated losses raise substantial doubt about
the Company's ability to continue as a going concern.

However, management believes that the Company is able to generate
sufficient cash flow to meet its obligations on a timely basis and
ultimately to attain successful operations in respect of the
agency sales and property management operations.

As reported by the TCR on April 21, 2011, Kenne Ruan, CPA, P.C.,
in Woodbridge, CT, USA, noted that the Company has  significant
accumulated losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.


SWIFT ENERGY: Moody's Assigns 'B3' Rating to New Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Swift Energy
Company's (Swift Energy) offering of $250 million senior unsecured
notes due 2022. The proceeds of the offering will be used to for
general corporate purposes. The rating outlook is stable.

RATINGS RATIONALE

"This notes offering will provide Swift Energy with funding for
its 2012 capital spending program; for 2011 the company's capital
spend is projected to approximate $500 million on a full year
basis," commented Andrew Brooks, Moody's Vice President. "Through
an accelerated pace of development and a more efficient
exploitation of its Gulf Coast resource base, the company is
seeking to solidify a reversal of prior years' negative trends in
production and reserve growth."

Swift Energy's B2 Corporate Family rating (CFR) reflects its scale
in terms of production and proved reserves, high but declining
finding and development (F&D) costs, and its relatively stable
debt leverage. Despite a sizeable capital spend on acquisitions,
and exploration and development over the past several years, the
company's year-end 2010 proved reserves position was virtually
unchanged from that of 2007, while production on a boe basis was
down 22%.

However, 2011's full year production is poised to rebound, as
evidenced by the 27% increase achieved over the first three-
quarters of 2011 compared to 2010's nine-month period, as a result
of a more focused capital spend and a more efficient resource
exploitation program. This more focused approach is also beginning
to reduce the company's recent record of excessively high F&D
costs.

Swift Energy operates in three core Texas-Louisiana producing
regions; its principal focus is the Olmos formation and the
liquids rich Eagle Ford shale in South Texas, to which
approximately 80% of its capital spending is dedicated. The
company expects 2011's full year capital spend to be in the range
of $480-$520 million, up approximately 40% from 2101's level. This
elevated level of capital spend is driving the production gains
evidenced through 2011' first three quarters. The rapid growth
being pursued by the company does entail execution risk that could
result in higher than planned costs and leverage metrics; however,
this high growth rate does stand in sharp contrast to prior years'
declines and high costs, which generated a leveraged full-cycle
ratio consistently below 1.0x.

Our stable outlook is based on the expectation that Swift Energy's
production and proved reserve growth over the remainder of 2011
and 2012 will be sufficient to keep leverage on production and
proved developed reserves at levels consistent with historical
levels and with its B2 CFR. Pro forma for the senior notes
offering, debt to average daily production at September 30, 2011
would increase rather substantially to approximately $26,700 per
boe, although remaining consistent with its B2 CFR. However,
factoring in the company's 2012 production guidance, debt on
production could fall to under $22,000 per boe, a level consistent
with recent historical averages. If Swift Energy continues to grow
production and reserves on a consistent basis while reducing F&D
costs to a sustainable level of under $20 per boe and maintaining
a moderate use of debt leverage, Moody's could upgrade the rating.
Conversely, Swift's rating could face a downgrade should F&D costs
remain at uncompetitive levels, or if lackluster drilling results
forestall anticipated production gains and reserve adds.
Additionally, Moody's expects capital spending to realign itself
with cash flow, unlike the company's expectation for 2012, or look
to equity funding as the company has done in the recent past to
maintain an appropriate capital structure.

The B3 rating on the proposed $250 million of senior notes
reflects both the overall probability of default of Swift Energy,
to which Moody's assigns a PDR of B2, and a loss given default of
LGD4. The company has a $500 million $300 million borrowing base
secured revolving credit facility, $250 million senior notes due
2017 and $225 million senior notes due 2020. The notes are
subordinate to the senior secured credit facility's potential
priority claim to the company's assets. The size of the potential
senior secured claims relative to the outstanding unsecured notes
results in the senior notes being rated one notch beneath the B2
CFR under Moody's Loss Given Default Methodology.

The principal methodology used in rating Swift Energy was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008.


SWIFT ENERGY: S&P Assigns 'B+' Rating to $250-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (the same as the corporate credit rating) to Swift Energy
Co.'s proposed $250 million senior unsecured notes due 2022. "We
assigned a '3' recovery rating to this debt, indicating our
expectation of meaningful (50% to 70%) recovery for creditors
in the event of a payment default," S&P said.

"At the same time, we lowered the issue-level ratings on the
company's $250 million 7.125% senior unsecured notes due 2017 and
its $225 million 8.875% senior unsecured notes due 2020 to 'B+'
from 'BB-', and revised the recovery ratings to '3' from '2',
indicating our expectation of meaningful (50% to 70%) recovery for
creditors in the event of a payment default," S&P related.

Proceeds from the proposed notes will be used for general
corporate purposes, primarily capital expenditures.

"The 'B+' corporate credit rating on Houston-based Swift Energy
reflects the company's small and geographically concentrated
reserve base with a high proportion of proved undeveloped reserves
(55%), along with above-average finding and development costs. Our
ratings also reflect Swift's balanced production mix between
natural gas and liquids, long proved reserve life, and low debt
leverage for the rating category. For more details, see our
summary analysis on Swift Energy published Nov. 8, 2011," S&P
said.

Ratings List
Swift Energy Co.
Corporate credit rating                    B+/Stable/--

New Rating
Proposed $250 mil sr unsecd nts due 2022   B+
  Recovery rating                           3

Issue Ratings Lowered; Recovery Ratings Revised
                                            To         From
Senior unsecured                           B+         BB-
  Recovery rating                           3          2


T3 MOTION: Incurs $1.2 Million Net Loss in Third Quarter
--------------------------------------------------------
T3 Motion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.21 million on $1.88 million of net revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.26 million on $1.04 million of net revenues for the same period
a year ago.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company also reported a net loss of $2.51 million on
$4.21 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $4.39 million on $3.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.10
million in total assets, $3.08 million in total liabilities and
$5.01 million in total stockholders' equity.

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

                        http://is.gd/xTEVii

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception.  The Company has an accumulated deficit of $50.7
million as of June 30, 2011, and has a net loss of $1.3 million
and used cash in operations of $3.9 million for the six months
ended June 30, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.


THERMOENERGY CORP: Incurs $6.3 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Thermoenergy Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $6.34 million on $1.19 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$922,000 on $641,000 of revenue for the same period during the
prior year.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.

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

                        http://is.gd/Q3XI47

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


TRANS-LUX CORPORATION: Delays Filing of 3rd Qtr. Form 10-Q
----------------------------------------------------------
Trans-Lux Corporation notified the U.S. Securities and Exchange
Commission that it was unable to file its report on Form 10-Q for
the quarter ending Sept. 30, 2011, within the prescribed time
period because of pending additional information necessary for
finalizing its Form 10-Q.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company's balance sheet at June 30, 2011, showed $31.01
million in total assets, $34.15 million in total liabilities, and
a $3.13 million total stockholders' deficit.

The Company has incurred significant recurring losses from
continuing operations and has a significant working capital
deficiency.  The Company incurred a net loss from continuing
operations of $3.3 million for the six months ended June 30, 2011,
and has a working capital deficiency of $18.8 million as of
June 30, 2011.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, 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 continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


VERENIUM CORP: Files Form 10-Q, Posts $5.7MM Q3 Net Income
----------------------------------------------------------
Verenium Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $5.79 million on $18.41 million of total revenue for the three
months ended Sept. 30, 2011, compared with net income of
$29.60 million on $12.57 million of total revenue for the same
period during the prior year.

The Company also reported net income of $8.14 million on
$46.94 million of total revenue for the nine months ended Sept.
30, 2011, compared with  a net loss of $2.05 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 total stockholders' equity.

                         Bankruptcy Warning

The Company had income from operations of $2.1 million and a loss
on operations of $3.9 million for the three and nine months ended
September 30, 2011 and had an accumulated deficit of $597.8
million as of Sept. 30, 2011.  In connection with the sale of the
LC business in September 2010, the Company received net cash
proceeds of approximately $96.0 million.  To date the Company has
used net proceeds of approximately $59.2 million from the sale of
the LC business for debt retirement.  The Company intends to use
the remaining net proceeds for continued investment in product
development and manufacturing improvement efforts, build-out of
the Company's new research and development and corporate
headquarters in San Diego, and for general corporate purposes,
including working capital, and, as appropriate, for additional
debt retirement.

The holders of the 2007 Notes have the right to require the
Company to purchase the 2007 Notes for cash on each of April 1,
2012, April 1, 2017 and April 1, 2022.  Assuming the holders of
the 2007 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 2007 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 2007 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
2007 Notes at substantial dilution to current stockholders, file
for bankruptcy, or cease operations.

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

                        http://is.gd/HZBNmv

                     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.


UNITED STATES: Postal Service Forecasts $14.1-Bil. Loss in 2012
---------------------------------------------------------------
American Bankruptcy Institute reports that the U.S. Postal Service
is forecasting a record $14.1 billion loss for the 2012 fiscal
year as a drop in mail volumes accelerates.


UNIVAR INC: S&P Raises Corp. Credit Rating to B+; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Redmond, Wash.-based Univar Inc. to 'B+' from 'B'. "At
the same time, we raised our issue-level rating on the firm's
$1.98 billion term loan B due June 2017 to 'B+' from 'B'. The
recovery rating is '3', indicating our expectation for a
meaningful (50% to 70%) recovery in the event of a payment
default. The outlook is stable," S&P said.

"The ratings on Univar reflect its highly leveraged financial
profile," said Standard & Poor's credit analyst Henry Fukuchi.
"The upgrade reflects our expectation that favorable business
conditions and operating trends over the next couple of years will
continue to support adequate cash flow generation and strong
liquidity, as well as a modestly improving financial profile."

"Operating trends have been favorable in the past year primarily
due to increased volumes driven by acquisitions -- mostly related
to Univar's December 2010 acquisition of Basic Chemical Solutions
(BCS) -- and ongoing operating efficiencies and synergies from
those acquisitions. Consequently, based on our scenario forecasts,
we expect that total adjusted debt to EBITDA and funds from
operations (FFO) to total adjusted debt will improve to near 5x
and 10%, from about 6x and 9.4%, respectively, as of June 30,
2011. Ongoing cost-reduction initiatives and increased demand for
chemical distribution services, which we expect over the next
several years, should also contribute to improved credit metrics,"
S&P said.

Univar's highly leveraged capital structure and aggressive
financial policies more than offset its satisfactory business
profile, which is characterized by its position as a leading
distributor of specialty and commodity chemicals across broadly
diversified end markets ranging from cyclical segments (such as
paints and coatings) to stable end markets (like pharmaceuticals,
food, and personal care).

"We expect profitability to gradually improve over the next few
years due to increased volumes from the BCS acquisition and
subsequent smaller acquisitions and favorable industry trends.
However, volumes and profitability could be soft during cyclical
downturns in key end markets and during periods of slow economic
growth. We expect ongoing cost-reduction efforts, productivity
improvements, and smarter pricing initiatives to bolster operating
results so that operating margins (before depreciation and
amortization) should remain about 7% in 2011. We believe Univar
could improve its margins by 25 to 50 basis points in the next few
years on a better product mix through small bolt-on acquisitions
coupled with various margin-improvement efforts," S&P said.

"The satisfactory business risk profile also reflects our
expectation for favorable long-term trends for large diversified
chemical distributors. We expect increasing global demand for
chemical products and an increase in outsourcing trends to support
Univar's long-term growth prospects. We also believe this industry
is consolidating, so further acquisitions are likely. Currently,
smaller distributors make up approximately 52% of the North
American distribution market and 74% of the European distribution
market. We factor into our ratings the potential that Univar will
seek additional growth and more-extensive product lines through
modest acquisitions, although we don't expect that this to stretch
the financial profile significantly beyond current levels," S&P
stated.

"The outlook reflects stable operating results and our belief that
relatively favorable business conditions will allow Univar to
maintain a financial profile consistent with the ratings. We
expect operating results will be supported by increasing volumes
mostly through acquisitions and stable margins supported by
various cost-reduction efforts and synergies related to its
acquisitions. The stable outlook also reflects our view that
modest cash flow generation should continue to support capital
expenditures, small bolt-on acquisitions, and gradual debt
reduction," S&P said.

"We could raise the ratings modestly if FFO to total adjusted debt
exceeds 12% and total adjusted debt to EBITDA decreases below 5x
on a sustained basis," Mr. Fukuchi continued. "Although we don't
expect to lower the ratings, we could do so if liquidity declines
significantly or if free cash flow generation is lower than
projected because of unexpected business challenges. We could also
lower the rating if operating margins weaken by 150 basis points
or more or if volumes decline 20% or more from current
expectations. At that point, we expect that the company's credit
metrics would weaken, including leverage deteriorating to 7x or
more and FFO to total adjusted debt decreasing to the low- to mid-
single-digit percentage area. We could also lower the ratings if
unexpected cash outlays or aggressive financial policy decisions
reduce the company's liquidity position or stretch its financial
profile."


UNIVERSAL BIOENERGY: Delays Filing of Third Quarter Form 10-Q
-------------------------------------------------------------
Universal Bioenergy, Inc., informed the U.S. Securities and
Exchange Commission that it is still awaiting third party
documentation in order to properly prepare a complete and accurate
Form 10-Q.  The Company has been unable to receive this data in a
timely manner without unreasonable effort and expenses.  For the
foregoing reason, the Company requires additional time in order to
prepare and file its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2011.

                     About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company reported a net loss of $2.00 million on $41.32 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.87 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $6.37 million
in total assets, $6.63 million in total liabilities and a $261,618
total stockholders' deficit.

S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's
independent auditors, noted that the accumulation of losses and
shortage of capital raise substantial doubt about the Company's
ability to continue as a going concern.


VERIFONE SYSTEMS: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on San Jose,
Calif.-based VeriFone Systems Inc. to stable from positive
following the announcement that VeriFone will acquire Point
International, a Sweden-based provider of payment services to
retailers. "At the same time, we placed the rating on the $316
million unsecured convertible notes on CreditWatch with negative
implications. In addition, we affirmed our 'BB-' corporate credit
rating on the company," S&P said.

"The outlook change on VeriFone reflects potential integration
risks with the announced Point International acquisition in
addition to the recently completed Hypercom acquisition, and
higher pro forma leverage," said Standard & Poor's credit analyst
Andrew Chang. "Based on its solid market position in its core
products and new growth initiatives, however, we anticipate that
VeriFone will gradually de-lever through revenue and EBITDA
expansion."

"We consider VeriFone's business risk profile as 'fair',
reflecting a relatively narrow position in the electronic payment
solutions market, and the need to competitively respond to
evolving technology and regulatory standards," continued Mr.
Chang. "VeriFone's total addressable market continues to expand,
with new devices and mobile payment solutions offering meaningful
growth opportunities. An increasing portion of the company's
revenues is recurring and service-based, including that of Point,
which should contribute to a more diversified and stable revenue
stream in the future. However, integrating both Hypercom and Point
will require management's time and resources, potentially
disrupting near-term operating performance."


VIASPACE INC: Incurs $207,000 Net Loss in Third Quarter
-------------------------------------------------------
Viaspace Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $207,000 on $2.17 million of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $822,000
on $912,000 of total revenues for the same period during the prior
year.

The Company reported a net loss attributed to Viaspace of
$2.83 million on $3.64 million of total revenues for the year
ended Dec. 31, 2010, compared with a net loss attributed to
Viaspace of $2.91 million on $4.37 million of total revenues
during the prior year.

The Company also reported a net loss of $1.06 million on $5.57
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.26 million on $2.60 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $18.08
million in total assets, $7.19 million in total liabilities and
$10.89 million in total equity.

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

                        http://is.gd/vt4Mla

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Goldman Kurland and Mohidin LLP, in Encino, Calif., 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 suffered recurring
losses from operations.  In addition, at Dec. 31, 2010, the
Company has working capital of $235,000 and an accumulated deficit
of $35,568,000.


VERTICAL COMPUTER: Incurs $274,000 Third Quarter Net Loss
---------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $274,048 on $1.44 million of total
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $35,278 on $1.54 million of total revenues for the
same period during the prior year.

The Company also reported a net loss of $287,150 on $4.58 million
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $189,769 on $4.34 million of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.13
million in total assets, $12.78 million in total liabilities and a
$9.90 million in total convertible cumulative preferred stock, and
a $21.55 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Vertical Computer Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency.

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

                       http://is.gd/A7YHFl

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.


VUZIX CORP: In Default Under Two Loan Agreements
------------------------------------------------
Vuzix Corporation, on Dec. 23, 2010, entered into a Convertible,
Senior Secured Term loan in the principal amount of $4,000,000
with LC Capital Master Fund Ltd.  Under this agreement, the lender
has a first priority security interest on the Company's
intellectual property and a second priority security interest on
all of the Company's other assets.

As of Sept. 30, 2011, the outstanding loan balance plus accrued
interest was $4,367,200.

The Senior Loan agreement contains certain covenants, including a
covenant requiring the Company to meet quarterly EBITDA targets.
The Company was not in compliance with this covenant as of the end
of its fiscal quarter ended Sept. 30, 2011.  If the lender does
not grant a waiver with respect to this covenant default or
forbear its right to foreclose upon its collateral, the lender may
accelerate payment of all amounts due it and enforce its remedies
to sell its collateral.

On March 21, 1011 the Company entered into a Loan and Security
Agreement with Bridge Bank National Association.  Pursuant to that
Agreement, that bank provided the Company with a revolving loan
credit facility of up to $2,000,000, with the amount available to
the Company being based upon an accounts receivable formula.  The
Bank has been granted a first position security interest in all of
Company's current assets, with the exception of Intellectual
Property in which its position is second to the lien of the holder
of the Senior Loan described above.  All other secured debt is
subordinate to the Bank facility.

As of Sept. 30, 2011, the outstanding loan balance was $452,081.

The loan agreement requires the Company to maintain asset certain
coverage and to maintain quarterly earnings before interest,
taxes, depreciation, and amortization (EBITDA) losses and non-cash
compensation or expense, measured monthly on a trailing 90 day
basis, of not less than minus $(150,000).  The Company was not in
compliance with its EBITDA covenant as of the end of its fiscal
quarter ended Sept. 30, 2011.  If the Bank does not grant a waiver
with respect to this covenant default or forbear its right to
foreclose upon its collateral, the lender may accelerate payment
of all amounts due it and enforce its remedies to sell its
collateral.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company's balance sheet at June 30, 2011, showed $7.03 million
in total assets, $11.65 million in total liabilities and a $4.62
million total stockholders' equity.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.


WEST PENN: S&P Affirms 'B+' Rating on $737MM Fixed-Rated Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
$737 million series 2007A fixed-rate bonds issued by the Allegheny
County Hospital Development Authority for West Penn Allegheny
Health System (WPAHS). "The outlook remains developing until an
affiliation agreement with Highmark Inc. (A/Stable) receives all
necessary regulatory approvals, at which time we will likely
change the outlook to positive. Highmark is the dominant insurer
in western Pennsylvania," S&P said.

"The developing outlook reflects our opinion that the rating and
outlook could either improve or deteriorate over the next 12
months," said Standard & Poor's credit analyst Cynthia Keller
Macdonald. "A positive outlook is likely once the parties receive
all approvals and the affiliation agreement is consummated, and a
higher rating is possible with both a signed definitive agreement
and evidence that Highmark's strategies have resulted in improved
finances and stabilized volume at WPAHS," said Ms. Keller
Macdonald.

Credit factors that could result in a downgrade or negative
outlook include an inability to get the transaction approved by
regulators, continued decreased volume, or failure to show steady
improvement toward improved finances throughout fiscal year 2012.

The 'B+' rating reflects Standard & Poor's opinion of WPAHS':

    Deep speculative-grade financial profile stemming from years
    of management and operational turmoil;

    Significant competition in the greater Pittsburgh market from
    University of Pittsburgh Medical Center;

    Substantial pension and debt obligations;

    Continuing revenue and volume declines;

    Losses from employed physicians; and

    Relatively weak demographic profile of WPAHS' service area.

Positive rating factors that support the current rating include
WPAHS':

    Increased financial cushion provided by the transfer of $150
    million to WPAHS from Highmark with further transfers
    anticipated in the future;

    Potential benefits from its newly formed relationship with
    Highmark, which could result in additional business to WPAHS
    and subsequently improve its financial profile; and

    Critical mass of inpatient admissions, which cannot be easily
    accommodated by other local providers making WPAHS vital to
    the market as a whole.

Although Highmark's stated investment in WPAHS is limited to $475
million, Standard & Poor's believes Highmark has ample resources
to develop non-hospital-based network strategies that could
translate into improved volume, revenue, and profits at WPAHS.

WPAHS includes four acute-care hospitals at five locations in and
around Pittsburgh.


Z TRIM HOLDINGS: Delays Filing of Third Quarter Form 10-Q
---------------------------------------------------------
Z Trim Holdings notified the U.S. Securities and Exchange
Commission that it will be late in filing is Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2011.  Due to the
unfortunate and untimely death of the Company's controller,
additional time is needed to gather and report the necessary
information in order to complete the Form 10-Q.

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* Court Denies Certiorari on Bankruptcy Case
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court decided not to accept an
appeal from a bankruptcy case decided late last year by the U.S.
Court of Appeals in San Francisco involving the question of what
is or isn't a claim.

Mr. Rochelle discloses that by deciding not to hear the case, the
high court ducked dealing with a possible conflict between
bankruptcy law and federal law governing mortgages.

The case, according to the report, arose from a lender's demand
that bankrupt borrowers make up pre-bankruptcy arrears on escrows.
The bankrupts successfully argued in the Court of Appeals that the
demand was a violation of the automatic bankruptcy stay stopping
actions to collect debt.

Mr. Rochelle relates that the majority opinion was by Circuit
Judge Maryanne Trump Barry from the Ninth Circuit in San
Francisco.  A dissenting opinion by Circuit Judge Dolores K.
Sloviter said it wasn't a stay violation.

The case in Supreme Court is Countrywide Home Loans Inc. v.
Rodriguez, 10-1285, U.S. Supreme Court. The case in the Ninth
Circuit is In re Rodriguez, 09-2724, U.S. Court of Appeals for
the Ninth Circuit (San Francisco)


* Federal Housing Administration Audit Sees Possible Bailout Need
-----------------------------------------------------------------
American Bankruptcy Institute reports that chances are nearly
50% that the Federal Housing Administration will need a bailout
next year if the housing market deteriorates further, the agency's
independent auditor said in a report released Tuesday.

On Tuesday, the Department of Housing and Urban Development
released its annual report to Congress on the financial status of
the FHA Mutual Mortgage Insurance Fund.  The insurance Fund is the
backbone of the FHA single-family and reverse mortgage programs.
In reporting on findings of the annual independent actuarial
study, HUD indicates that, in the midst of continued weakness in
housing markets across the county, the MMI Fund capital ratio
remains positive this year at 0.24%. With new risk controls and
premiums put in place by the Obama Administration, the independent
actuaries predict the Fund will return to the Congressionally-
mandated threshold of 2% capital more quickly than was projected
by last year's review. The economic value of new insurance
endorsements in FY 2011 for the Fund was nearly double that of FY
2010 endorsements, being close to $11 billion.

As was the case last year, the new actuarial study shows that FHA
is expected to sustain significant losses from loans insured prior
to 2009, and thus its capital reserve remains below the
congressionally mandated threshold of 2% of total insurance-in-
force.  However, the actuaries' report concludes that, barring a
further significant downturn in home prices, the MMI Fund will
start to rebuild capital in 2012, and return to a level of 2% by
2014 -- outpacing last year's prediction.  The actions taken by
this Administration have put FHA into a position where the
actuaries expect rapid growth in capital once the housing market
begins a broad-based recovery.

"In the midst of a tough housing market the FHA MMI Fund continues
to be actuarially sound,? said Acting FHA Commissioner Carol
Galante. "Because of the Obama  Administration's strategy to
protect the FHA Fund -- tightening of risk controls, increased
premiums to stabilize near-term finances, and expanded loss
mitigation assistance to avoid unnecessary claims -- this past
year's endorsements had the highest credit quality ever recorded,
and will yield historically high levels of net receipts in the
years ahead."

FHA's capital reserve ratio measures reserves in excess of those
needed to cover projected losses over the next 30 years. The
independent actuarial reviews of the MMI Fund estimate FHA's
capital reserve ratio to be 0.24% of total insurance-in-force this
year, falling from 0.50% in 2010. FHA's total liquid assets (cash
plus investments) grew by $800 million since last year, to $33.7
billion. That amount is $1.9 billion higher than at the end of FY
2009, and is also $7.7 billion higher than was predicted last year
by the independent actuaries. At the same time, the economic net
worth of the Fund fell by $2.1 billion this year, from $4.7
billion to $2.6 billion, as FHA continued to build loss reserves
to prepare for greater claims in the coming years.

Losses on loans insured through the first quarter of fiscal year
2009 continue to place a significant strain on the Fund and are
expected to reach $26 billion within a few more years. Though they
were prohibited in 2009, the ongoing effect of so-called "seller-
funded downpayment assistance loans" is still significant. The net
expected cost of those loans, as projected by the independent
actuaries, grew by $1.8 billion over the past year to $14.1
billion. Conversely, the actuaries found that the FY2010 and
FY2011 books are expected to be very profitable, providing
significant net revenues to offset losses on earlier books. Loans
insured to-date under the Obama Administration are providing $18
billion in economic value for the MMI Fund. Under the base-case
forecast used by the independent actuaries, the FY 2012 book will
add an additional $9 billion in economic value to the Fund.

Since taking office in 2009, the Obama Administration has
instituted sweeping reforms to strengthen the MMI Fund. New
policies have improved loan quality, strengthened lender
enforcement, and helped to protect future loan performance. This
has been the most comprehensive update to FHA credit policies,
risk management, lender monitoring, and consumer protections in
its history. To emphasize this new commitment to risk management,
HUD hired the first-ever FHA Chief Risk Officer and established a
permanent Risk Office to expand FHA's capacity to assess financial
and operational risk, perform more sophisticated data analysis,
and respond to market developments. HUD also increased enforcement
of FHA lenders, eliminated approval for loan correspondents, and
increased net worth requirements for lenders wanting to underwrite
FHA loans. Additionally, HUD introduced a new premium structure
that better aligns with current market conditions, and it set
underwriting minimums that combine credit score and down payment
requirements to balance risk management with broad access to
housing credit for borrowers who have historically met FHA credit
quality standards. Specifically, a minimum down payment of 10% is
now required of borrowers with credit scores below 580 and
applicants with credit scores below 500 are no longer eligible for
FHA insurance.

Over this past year, FHA:

     -- served more than 1.2 million households and insured $218
billion in single-family mortgages, bringing the active single
family portfolio to more than $1 trillion.

     -- enabled more than 585,000 families to become homeowners
for the first time. This represents 56% of all first-time buyers
in the nation.

     -- helped more than 362,000 families avoid foreclosure
through loss mitigation actions.

     -- helped 440,000 families to refinance their mortgage at
lower interest rates, saving households an average of more than
$160 per month.

     -- provided access to credit for close to 40% of all
homebuyers needing mortgages, including 60% of all African-
American and Hispanic homebuyers.

     -- reduced mortgage payments for 142,000 distressed
homeowners through loan modifications. While standard
modifications reduced typical payment burdens by 11% ($85), FHA
HAMP actions reduced average mortgage costs by 24% ($218).


* DOJ Says Former Stockbroker Arrested On Wire Fraud Charges
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a former stockbroker was
arrested in Boca Raton, Fla., for his role in an investment-fraud
scheme that resulted in about $485,000 in losses to investors, the
Department of Justice said.


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the full
potential of organized efforts.  These are the quick fixes to
which the title of this book refers.  The jargon of the quick fix
is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author of
numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout the
corporation and is lasting.  At best, when a corporation relies on
an alluring, and sometimes little more than fashionable, idea, it
is a wasteful distraction.  At worst, it can skew a corporate
organization and its operations, thereby allowing the
corporation's true problems or weaknesses to grow until they
become ruinous.  As the author puts it, "Essentially, it is not
the single approach of culture, strategy, or restructuring that is
inherently ineffective.  Rather, each is ineffective only if it is
applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to break
this self-defeating cycle, the author offers a five-track program.
The five tracks, or elements, of this program are corporate
culture, management skills, team-building, strategy-structure, and
reward system.  These elements are interrelated. The virtue of
Kilmann's multidimensional five-track program is that it addresses
a corporation in its entirety, not simply parts of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does more,
though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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