TCR_Public/111121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 21, 2011, Vol. 15, No. 323

                            Headlines

3PEA INTERNATIONAL: Posts $31,767 Net Income in Third Quarter
4415 DUNDEE: Case Summary & 5 Largest Unsecured Creditors
500 WESTBROOK: J. Snyder Owes $2.3MM, in Chapter 11
ABBOTT MAGNOLIA: Files for Chapter 11 in Massachusetts
ABBOTT MAGNOLIA: Case Summary & 20 Largest Unsecured Creditors

AFFORDABLE HOUSING: Case Summary & Largest Unsecured Creditor
AHKH, LLC: Case Summary & 3 Largest Unsecured Creditors
AIR CANADA: DBRS Assigns 'B' Issuer Rating
ALLEN FERGUSON: Puts Personal Property Up for Sale
AMERICA'S SUPPLIERS: Reports $215,728 Net Income Third Quarter

AMR CORP: Pilot Talks May Stop for Two Weeks as Sides 'Far Apart'
AMR CORP: S&P Cuts Ratings Deeper Into Junk; Outlook Negative
APEX DIGITAL: Has Until Dec. 12 to Propose Reorganization Plan
AQUILEX HOLDINGS: Incurs $284.7 Million Net Loss in 3rd Quarter
AR BROADCASTING: Case Summary & 20 Largest Unsecured Creditors

AURORA OF TAMPA: Case Summary & 7 Largest Unsecured Creditors
AUTONATION INC: Moody's Affirms 'Ba1' Corporate Family Rating
AUTONATION INC: S&P Affirms 'BB+' Rating on Senior Secured Debt
BARBETTA LLC: Taps Mark O'Neal to Market and Sell NC Properties
BARNES BAY: Judge Dismisses Firm's Chapter 11 Case

BARNWELL HOSPITAL: Court Denies Ad Hoc Panel Standing in Case
BEACON POWER: Gets Access to $3 Million in Cash
BEACON POWER: May End Up in Chapter 7, Hires Sale Advisers
BELL PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
BERNARD L. MADOFF: Judge Tosses Investors' Suits Vs. Madoff Family

BERNARD L. MADOFF: Picard Spent $434 Million Through September
BIOJECT MEDICAL: Reports $398,100 Net Income in Third Quarter
BIOLASE TECHNOLOG: Posts $953,000 Net Loss in Third Quarter
BIONOL CLEARFIELD: Loses Bid to Block Attack on $230M Award
BOEGER LAND: Voluntary Chapter 11 Case Summary

BRAMPTON PLANTATION: German American Says Case Must be Dismissed
BRIARWOOD CAPITAL: Reorganization Case Converted to Chapter 7
BROWNSTONE LOFTS: Files List of 20 Largest Unsecured Creditors
BUTTERMILK TOWNE: Wants Access to BofA's Cash Until January
CAPITAL POWER: DBRS Cuts Senior Unsecured Debt Rating to 'BB'

CATALENT PHARMA: Moody's Confirms B2 Corporate; Outlook Stable
CB HOLDING: Disclosure Statement Hearing Set for Nov. 22
CHANDLER INC: A.M. Best Affirms B++ Financial Strength Rating
CHINA TEL GROUP: Signs Business Agreement to Provide WBA
CHUKCHANSI ECONOMIC: Moody's Lowers Corp. Family Rating to 'Ca'

CIRCLE ENTERTAINMENT: Incurs $1.3 Million Third Quarter Net Loss
CLARE AT WATER: Case Summary & 20 Largest Unsecured Creditors
CLB HOLDINGS: Case Summary & Largest Unsecured Creditor
CLEARWIRE CORP: May Skip Debt Payment; Taps Kirkland, Blackstone
CONFORCE INTERNATIONAL: Incurs $995,000 Loss in Sept. 30 Qtr.

COASTLINE TERMINALS: Paid Debts in Full; Ch. 11 Case Dismissed
COATES INTERNATIONAL: Incurs $810,000 Net Loss in Third Quarter
COBB INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
COLTS RUN: Gets Seventh Interim Access to PNC's Cash Collateral
COMCAM INTERNATIONAL: Delays Filing of 3rd Qtr. of Form 10-Q

COMMERCIAL METALS: Moody's Assigns 'Ba1' CFR; Outlook Negative
COMMONWEALTH BIOTECH: Incurs $36,000 Net Loss in Third Quarter
COMMUNITY TOWERS: Gets Second Access to CIBC Cash Collateral
COMMUNITY TOWERS: Amends List of 20 Largest Unsecured Creditors
CONVERSION SERVICES: Incurs $25,000 Net Loss in Third Quarter

COMPETITIVE TECHNOLOGIES: Incurs $537,000 Loss in Sept. 30 Qtr.
CRAWFORD FURNITURE: Plans to Close Business on Feb. 9
CROSS COUNTY: Cash Collateral Hearing Continued Until Dec. 12
CROSS COUNTY: Inks Secured Claims Settlement, Wants Case Dismissal
CRYOPORT INC: Incurs $2 Million Net Loss in Sept. 30 Quarter

CRYSTAL CATHEDRAL: Chapman Univ. Raises Offer to $59 Million
CYBERDEFENDER CORP: Incurs $5 Million Net Loss in Third Quarter
DAIS ANALYTIC: Incurs $895,000 Net Loss in Third Quarter
D.C. DEVELOPMENT: Taps Invotex as Fin'l Restructuring Consultant
DECORATOR INDUSTRIES: Committee Taps CBIZ as Financial Advisors

DECORATOR INDUSTRIES: Creditors Panel Taps Platzer as Lead Counsel
DECORATOR INDUSTRIES: Genovese Joblove OK'd as Bankruptcy Counsel
DELPHI AUTO: Opens Down 3.4% Post-IPO After Pricing at Low End
DELTEK INC: S&P Lifts Rating on Revolving Facility to 'BB+'
DEX ONE: Downgraded to CCC+ on Declining Revenues

DIVERSIFIED MANAGEMENT: Case Summary & Creditors List
DUSTBIN PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
DYNACO, INC.: Case Summary & 20 Largest Unsecured Creditors
EAGLE STORAGE: Case Summary & 18 Largest Unsecured Creditors
DYNEGY INC: Has $75 Million Third Quarter Net Loss

DYNEGY INC: Creditors Committee Formed in Debtors' Cases
DYNEGY INC: Court OKs $5-Mil. Intercompany Loans on Interim
EAGLE CROSSROADS: Court Approves Gordon Silver as Attorney
EASTMAN KODAK: Looks for Buyer for Online Photo-Sharing Gallery
EDIETS.COM INC: Incurs $1.5 Million Net Loss in Third Quarter

FILENE'S BASEMENT: Section 341(a) Meeting Scheduled for Dec. 6
FIRST ACCEPTANCE: A.M. Best Affirms 'B' FSR; Outlook Positive
FIRST STREET: Employs Colliers Parrish as Appraiser
FKF MADISON: Developers Sue McDonald's Over Bankruptcy Claims
FLOR BARAWID: Case Summary & 20 Largest Unsecured Creditors

FLURIDA GROUP: Reports $127,300 Net Income in Third Quarter
FUTURE COMPUTER: Case Summary & 11 Largest Unsecured Creditors
GENERAL GROWTH: Nouvelle at Natick Condo Owners Sue Over Fraud
GENERAL MARITIME: Case Summary & 50 Largest Unsecured Creditors
GENERAL MARITIME: S&P Lowers Corporate Credit Rating to 'D'

GIORDANO'S ENTERPRISES: Victory Park Buys Pizza Chain for $61.6MM
GIORDANO'S ENTERPRISES: Has Until Dec. 23 to Access DIP Loan
GIORDANO'S ENTERPRISES: Can Hire Hilco as Furniture Liquidator
GRACEWAY PHARMA: Medicis Wins Auction With $455 Million Offer
GRAND RIVER: Case Summary & 20 Largest Unsecured Creditors

H&R PACKING: Case Summary & 10 Largest Unsecured Creditors
HARRISBURG, PA: Taxpayer Advocacy Group Backs Bankruptcy Bid
HAWAII MEDICAL: Lender May Take Over Hospital Operations
HAWKS PRAIRIE: Kidder Mathews Okayed as Real Estate Agent
HEMIWEDGE INDUSTRIES: Incurs $73,000 Net Loss in Third Quarter

HILL TOP: Case Summary & 7 Largest Unsecured Creditors
HORIZON BANCORP: Reports $14,600 Net Gain in Third Quarter
IMPERIAL PETROLEUM: Chair & CEO Wilson Out Due to Medical Issues
IMPLANT SCIENCES: Incurs $3 Million Net Loss in Sept. 30 Quarter
INNKEEPERS USA: CBRE to Sell 11 Hotels From Innkeepers Portfolio

INNOVATIVE FOOD: Incurs $141,000 Net Loss in Third Quarter
INTERNAL FIXATION: Files Form 10-Q for Third Quarter
INT'L COMMERCIAL: Reports $43,815 Net Income in Third Quarter
INTERNATIONAL FUEL: Incurs $672,000 Net Loss in Third Quarter
INTERNATIONAL GARDEN: Chapter 11 Reorganization Case Dismissed

J & R MEDINA: Case Summary & 2 Largest Unsecured Creditors
JAMESON INN: Files List of 20 Largest Unsecured Creditors
JEFFERSON COUNTY: Receiver Says Removal Would Harm Muni Debt
JEFFERSON COUNTY: Commissioners Want Receiver Ousted
JEFFERSON COUNTY: Creditors Surprised by Bankruptcy

JUSTIN HOTELS: Case Summary & 7 Largest Unsecured Creditors
KEITH'S CONSOLIDATED: Files for Chapter 7 Bankruptcy
KODIAK OIL: Moody's Rates $550MM Sr. Unsecured Notes at 'Caa1'
KODIAK OIL: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
L-3 COMMUNICATIONS: Moody's Rates 6.375% Sr. Sub. Notes at 'Ba1'

LAS VEGAS MONORAIL: Bankruptcy Exit Hangs on the Balance
LAS VEGAS RAILWAY: Incurs $341,995 Net Loss in Sept. 30 Quarter
LAS VEGAS SANDS: Moody's Raises CFR to Ba2; Outlook Positive
LEHMAN BROTHERS: Wins Nod of Settlement With Arch Insurance
LEHMAN BROTHERS: Wins Nod of Bond Safeguard Settlement

LEHMAN BROTHERS: Gets Approval to End Spruce CCS Securitization
LEHMAN BROTHERS: Has Approval to Restructure Zwinger Loan Facility
LEHMAN BROTHERS: Obtains Approval of ESP Funding Settlement
LEHMAN BROTHERS: Krebsbach Okayed to Pursue Employee Notes Claims
LIFT LLC: Section 341(a) Meeting Scheduled for Dec. 2

LINENS 'N THINGS: Credit Suisse Get $2.3MM Pact Suit Pared
LOS ANGELES DODGERS: Fox Seeks Delay on TV Contract Bidding
LOS ANGELES DODGERS: Fox Wants Chapter 11 Case Dismissed
LPATH INC: Reports $1.1 Million Net Income in Third Quarter
LYONDELLBASELL: S&P Ratings Lifted, On Verge of Investment Grade

MAGUIRE GROUP: Owes $15MM to Connecticut & $12MM to Rhode Island
MAINGATE LLC: Case Summary & 16 Largest Unsecured Creditors
MARINA BIOTECH: Posts $4.4 Million Net Loss in Third Quarter
MECHANICAL TECHNOLOGY: Posts $211,000 Net Loss in 3rd Quarter
MEDCLEAN TECHNOLOGIES: Incurs $648,746 Net Loss in Third Quarter

MEDICAL CONNECTIONS: Incurs $942,806 Net Loss in Third Quarter
MEDL MOBILE: Posts $275,900 Net Loss in Third Quarter
MF BUCKHEAD: Case Summary & 7 Largest Unsecured Creditors
MF GLOBAL: Cash Collateral Use Expires Today Absent Extension
MF GLOBAL: Wants Lift Stay for Rubin Class Suit Settlement

MF GLOBAL: SIPA Trustee Has Motion for Misdirected Wires Protocol
MF GLOBAL: SIPA Trustee Asks for Disinterestedness Order
MF GLOBAL: Ex-Employees Launch Adv. Proceedings for Mass Layoffs
MF GLOBAL: ICE Clear U.S. Completes Transfer of Positions
MF GLOBAL: Hedge Funds Trade in Securities

MGM RESORTS: Moody's Raises CFR to B2; Outlook Stable
MIDWEST HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
MMRGLOBAL INC: Incurs $2.1 Million Net Loss in Third Quarter
MONTANA ELECTRIC: Amends List of Largest Unsecured Creditors
MONTANA ELECTRIC: City Officials Nod Appointment of Trustee

MOORE SORRENTO: Plan Outline Hearing Rescheduled to Nov. 30
MORTGAGEBROKERS.COM: Delays Filing of 3rd Qtr. Form 10-Q
MRS. FIELDS: Confirms Debt-for-Equity Bid to Avoid Bankruptcy
MSR RESORT: Has Until Feb. 25 to File Chapter 11 Plan
NATIONAL AUTOMATION: Incurs $80,927 Net Loss in Third Quarter

NEBRASKA BOOK: NBC Acquisition Delays Filing of 3rd Qtr. Form 10-Q
NET ELEMENT: Incurs $1.5 Million Net Loss in Third Quarter
NETWORK CN: Incurs $420,990 Net Loss in Third Quarter
NEWAYS: Said to Weigh Options Including Bankruptcy
NORTHERN BERKSHIRE: Hires Murtha Cullina as Special Counsel

NORTHERN BERKSHIRE: Hires Carl Marks as Financial Advisor
NORTHCORE TECHNOLOGIES: Signs Agreement with Hy-Power Nano Inc.
NURSERYMEN'S EXCHANGE: Reorganization Case Converted to Chapter 7
OAK TERRACE: Case Summary & 6 Largest Unsecured Creditors
OLSEN AGRICULTURAL: Committee Says Plan Outline Needs Amendment

ORAGENICS INC: Incurs $1.8 Million Third Quarter Net Loss
OXIGENE INC: Posts $3.5 Million Net Loss in Third Quarter
PARKER DAIRY: Voluntary Chapter 11 Case Summary
PAYMENT DATA: Reports $262,500 Net Income in Third Quarter
PILGRIM'S PRIDE: Moody's Lowers Outlook on Wider Losses

PLAINS EXPLORATION: Moody's Assigns B1 Rating to $500MM Offering
PLAINS EXPLORATION: S&P Affirms 'BB' Corporate Credit Rating
POOLS & SPAS: Meeting to Form Creditors Committee Tomorrow
POOLS & SPAS: Voluntary Chapter 11 Case Summary
POSITRON CORP: Incurs $1.4 Million Net Loss in Third Quarter

POWER EFFICIENCY: Incurs $919,697 Net Loss in Third Quarter
PREMARC CORPORATION: Case Summary & 20 Largest Unsecured Creditors
PRECISION OPTICS: Reports $1.9 Million Net Income in 3rd Quarter
PROSEP INC: Has $2.5MM Q3 Loss; Unit Breaches Covenants
PROTEONOMIX INC: Incurs $400,000 Net Loss in Third Quarter

PROTEONOMIX INC: CIR Assigns INCI Nomenclature to Matrix NC-138
QUICK-MED: Incurs $406,600 Net Loss in Sept. 30 Quarter
R & J MOTORS: Involuntary Case Converted to Voluntary Ch. 11 Case
R & J MOTORS: Files Schedules of Assets and Liabilities
RADAR PICTURES: Case Summary & 9 Largest Unsecured Creditors

RADIAN ASSET: S&P Lowers Counterparty Credit Rating to 'B+'
RAINBOWVISION SANTA FE: 3 Officials Resign Under Agreement
REDDY ICE: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg.
REFLECT SCIENTIFIC: Posts $186,100 Net Loss in Third Quarter
RELIANCE INTERMEDIATE: DBRS Confirms Senior Notes Rating at 'BB'

REPUBLIC MORTGAGE: Moody's Lowers IFS Rating to 'Caa2'
RIOCAN REAL: S&P Assigns 'BB+' Rating to Preferred Trust Units
ROTHSTEIN ROSENFELDT: Bank Protests Sharing of Information
RUDEN MCCLOSKY: Files Schedules of Assets and Liabilities
RUPERT OIL: Case Summary & 20 Largest Unsecured Creditors

SALON MEDIA: Incurs $866,000 Net Loss in Sept. 30 Quarter
SBARRO INC: Judge Confirms Plan for Bankruptcy Exit
SCOLR PHARMA: Posts $758,000 Net Loss in Third Quarter
SHAMROCK-SHAMROCK: Taps Lanigan for Claims vs. PNC Bank
SHAMROCK-SHAMROCK: Court Approves Temples Company as Broker

SHUDH, LLC: Case Summary & 20 Largest Unsecured Creditors
SIMMONS FOODS: Moody's Lowers CFR to 'Caa1'; Outlook Developing
SIMMONS FOODS: S&P Cuts Corp. Rating to 'CCC' on Covenant Breach
SKINNY NUTRITIONAL: Delays Filing of 3rd Quarter Form 10-Q
SKYSHOP LOGISTICS: Incurs $1.3 Million Net Loss in 3rd Quarter

SOLYNDRA LLC: Delays Business Auction Again for Lack of Good Bids
SOLYNDRA LLC: U.S. Energy Chief Denies Political Influence in Case
SRKO FAMILY: Court OKs Littleton & Project One as REIT Consultants
STANFORD FINANCIAL: Receivership Proposes Investor Payment Plan
STEVE & BARRY'S: Paul Hastings Mismanaged Bid, Cerberus Atty Says

SUMO DEVELOPMENT: Files Chapter 11 Bankruptcy in New Jersey
SUMO DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
SUPERIOR PLATING: Case Summary & 20 Largest Unsecured Creditors
SUPERMEDIA INC: S&P Lowers Corporate Credit Rating to 'CC'
SWARTVILLE, LLC: Case Summary & 5 Largest Unsecured Creditors

SWENSON BROS: May Convert to Chapter 7 Liquidation
TEAM NATION: Delays Filing of Third Quarter Form 10-Q
TELVUE CORP: Incurs $807,000 Net Loss in Third Quarter
TITAN ENERGY: Incurs $756,670 Net Loss in Third Quarter
TONGJI HEALTHCARE: Incurs $22,846 Net Loss in Third Quarter

TOWERS AT BELLA TERRA: Lincoln Buys Complexes in Receivership Sale
TRAILER BRIDGE: Case Summary & 20 Largest Unsecured Creditors
TRAILER BRIDGE: Nasdaq to Delist Stock on Nov. 28
TRAILER BRIDGE: Moody's Lowers Corp. Family Rating to 'Caa3'
TRAILER BRIDGE: S&P Lowers Corporate Credit Rating to 'D'

TRAVELCLICK INC: Moody's Keeps 'B1' After EZ Acquisition
TREE AND LAND: Case Summary & 20 Largest Unsecured Creditors
TSA INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
UNILAVA CORPORATION: Delays Filing of 3rd Qtr. Form 10-Q
UNITED COMMUNICATIONS: Posts $47,000 Net Loss in 3rd Quarter

UNITED STATES OIL: Delays Filing Third Quarter Form 10-Q
USAM CALHOUN: Graves Dougherty Approved as Bankruptcy Counsel
VAN ALPHEN: Case Summary & 2 Largest Unsecured Creditors
VERDE VALLEY: Case Summary & 20 Largest Unsecured Creditors
VISUALANT INC: Signs MOU with Winston Diamond

VITAMINSPICE: Creditors Re-File Plea for Trustee Appointment
WARNER CO. JEWELERS: To Go Out of Business
WASHINGTON MUTUAL: Judge Trims FDIC's $129MM Suit Over Losses
WATERBURY INTERNATIONAL: Case Summary & Creditors List
WATERBURY INTERNATIONAL: Case Summary & Creditors List

WESCOIN, LLLP: Case Summary & 4 Largest Unsecured Creditors
WINGATE AIRPORT: Wants Bridge Loan OK'd to Implement Ch. 11 Plan
WYNN RESORTS: Moody's Raises CFR to 'Ba2'; Outlook Positive
ZINA CHRISTIAN: Case Summary & 13 Largest Unsecured Creditors

* Bankruptcy Judge's Club Membership Violates Code of Ethics
* Year's Bank Failures Now 90 as Iowa, Louisiana Banks Fail
* S&P's 2011 Global Corporate Default Tally Now 41

* Energy Secretary Defends U.S. Loan Guarantee for Solyndra
* DOJ Says Former Stockbroker Arrested on Wire Fraud Charges
* Progressive Can't Shake Bank's Ponzi Settlement Claims

* PBGC Posts Projections, Plan Failures & Higher Deficits Ahead
* Audit Report Shows PBGC Miscalculated Bankrupt Pension Values

* Resolution 'Actively' Pursuing Potential Deals Outside UK

* Cohen & Grigsby Attorney Recognized for Pro Bono Work
* 13 Attorneys Honored by The Best Lawyers in America

* BOND PRICING -- For Week From Nov. 14 to 18, 2011



                            *********

3PEA INTERNATIONAL: Posts $31,767 Net Income in Third Quarter
-------------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $31,767 on $279,009 of revenue for the three months
ended Sept. 30, 2011, compared with net income of $11,454 on $1.05
million of revenue for the same period during the prior year.

The Company also reported net income of $103,943 on $1.88 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $35,646 on $2.53 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.70 million in total assets, $7.72 million in total liabilities,
and a $3.02 million total stockholders' deficit.

Sarna & Company, in Thousand Oaks, Calif., expressed substantial
doubt about 3Pea International'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.

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

                        http://is.gd/zogWyQ

                      About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.


4415 DUNDEE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 4415 Dundee Drive, LLC
          dba Byrd Homes, LLC
              Richard Byrd Development, LLC
        4415 Dundee Drive
        Los Angeles, CA 90027

Bankruptcy Case No.: 11-57533

Chapter 11 Petition Date: November 17, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-57533.pdf

The petition was signed by Richard William Byrd, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Richard William Byrd                  11-42757            08/01/11


500 WESTBROOK: J. Snyder Owes $2.3MM, in Chapter 11
---------------------------------------------------
Sean Murphy at American Journal reports that Jason Snyder, the
owner of the land and the holding company, 500 Westbrook LLC,
filed Chapter 11 protection in the U.S. Bankruptcy Court on
Nov. 4, 2011.

According to the report, details of the filing showed Mr. Snyder
owes more than $1.9 million to Kimco Capital Corp., of New Hyde
Park, N.Y., the company holding the $1.25 million mortgage Snyder
has on the property.  In addition, Mr. Snyder owes a total of
$435,000 to nine separate creditors, including $4,000 to the city
of Westbrook.  Six of the creditors are law firms, which Snyder
retained in the past for various legal services, totaling
$219,000.  The remaining creditors are a design firm, a public
relations company in Portland, and two other firms.

The report notes the future of the property, and even the company
itself, remains in question.  The filing is the latest in a bumpy
road for 500 Westbrook LLC, and comes as a lawsuit from Mr.
Snyder's business partners looms over the company, threatening to
dissolve it altogether.

According to that lawsuit, Mr. Snyder and the Emil family created
the company in 2006 to manage development of the Stroudwater
Street property.  "The company has been wholly unsuccessful in its
efforts to develop the Westbrook property," the plaintiffs'
principal attorney, Eric J. Wycoff, Esq. --
ewycoff@pierceatwood.com -- of Pierce Atwood in Portland, wrote in
the lawsuit.

The report notes Mr. Wycoff alleged that the company is in default
on its $1.25 million mortgage to Kimco.  The lawsuit indicates
Kimco foreclosed on the property in August 2011.

The report, citing the lawsuit, says the company owed $1,892,488
to Kimco as of Feb. 1, and Kimco plans to sell off the property to
pay for it at auction.  In the suit, Mr. Wycoff alleges that Emil
has suggested on several occasions that Mr. Snyder sell the
property, or ask Kimco for a forbearance, but Mr. Snyder has
refused.

The report relates that Mr. Snyder has not filed a response to the
complaint, even though the deadline was Nov. 11, 2011.

Based in Westbrook, Maine, 500 Westbrook LLC filed for Chapter 11
protection on Nov. 4, 2011 (Bankr. D. Maine Case No. 11-21598).
Richard P. Olson, Esq., at Perkins Olson, PA, represents the
Debtor.  The Debtor disclosed assets of $4,000,000 and liabilities
of $2,414,500.


ABBOTT MAGNOLIA: Files for Chapter 11 in Massachusetts
------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Abbott Magnolia LLC, a single-asset
real-estate company, filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 11-br-20710) in Boston, where it's
based.  The company declared less than $10 million in assets and
less than $50 million in liabilities in the Nov. 15 filing.  In
addition to trade debts, Abbott listed a tax debt of $86,578 owed
to the City of Gloucester and $4.46 million owed to Health Care
Senior Housing Properties.  According to court papers, $2 million
of the Health Care Senior Housing debt is secured and the debt is
subject to a $5.58 million senior lien.  S.A. Group Properties
Inc. is listed in court papers as holding a $5.58 million claim,
with $2 million secured.


ABBOTT MAGNOLIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Abbott Magnolia, LLC
        84 State Street, Suite 720
        Boston, MA 02109

Bankruptcy Case No.: 11-20710

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: James A. Wingfield, Esq.
                  LAW OFFICES OF JAMES WINGFIELD
                  316 Main Street, Suite 600
                  Worcester, MA 01608
                  Tel: (508) 797-0200
                  Fax: (508) 797-0201
                  E-mail: bankruptcy@wingfieldlaw.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Abbott Homes - Bay Club Phase One LLC  11/15/11         11-20701
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James McAuliffe, manager.

Abbott Magnolia's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mab11-20710.pdf

Abbott Homes - Bay Club's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mab11-20701.pdf

The petition was signed by James McAuliffe, manager.


AFFORDABLE HOUSING: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Affordable Housing Alternatives, Inc.
        1906 West Third Street
        Los Angeles, CA 90057

Bankruptcy Case No.: 11-57318

Chapter 11 Petition Date: November 17, 2011

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

Judge: Ellen Carroll

Debtor's Counsel: Philip D. Dapeer, Esq.
                  PHILIP DAPEER, A LAW CORPORATION
                  2625 Townsgate Road, Suite 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144
                  Fax: (323) 954-0457
                  E-mail: PhilipDapeer@AOL.com

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

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

The petition was signed by Horst Osterkamp, authorized officer.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Los Angeles DWP                    --                      $72,384
P.O. Box 30808
Los Angeles, CA 90030


AHKH, LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AHKH, LLC
        4716 New Bern Avenue
        Raleigh, NC 27610

Bankruptcy Case No.: 11-08674

Chapter 11 Petition Date: November 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Travis Sasser, Esq.
                  SASSER LAW FIRM
                  2000 Regency Parkway, Suite 230
                  Cary, NC 27518
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  E-mail: tsasser@carybankruptcy.com

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

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

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb11-08674.pdf

The petition was signed by Harish Gihwala, manager.


AIR CANADA: DBRS Assigns 'B' Issuer Rating
------------------------------------------
DBRS has assigned an Issuer Rating of B to Air Canada; the trend
is Stable.  The rating reflects the Company's high business risk,
operating in the very competitive and volatile global airline
industry; its leveraged balance sheet; its high cost structure;
and its relatively weak debt coverage ratios.

DBRS notes that the characteristics of the airline industry are
among the most challenging in the economy.  In accordance with its
methodology, DBRS has concluded that the business risk rating of
the airline industry is BB (low).  The airline industry scores
relatively low on the five key business risk factors:
profitability and cash flow, competitive landscape, stability,
regulations and others (such as business disruptions due to
weather, terrorism, etc.).

DBRS believes AC's overall business risk profile is near the
industry average. The Company has a strong position in the markets
where it competes.  AC is the largest airline in Canada, with a
dominant share (56% in 2010) in the domestic market and the market
leader in Canada-U.S. transborder (35% share in 2010) and other
international routes (39% share in 2010).  Revenue is well
balanced between domestic (39%), transborder-US (22%) and the rest
of the world (39%).  In addition, the Company is a founding member
of Star Alliance, the world's largest airline alliance, which adds
to AC's competitive advantage, with more choices and flexibility
on connections.  The Company's fleet is relatively modern and well
matched with the routes that it serves.  The average age of the
Company's fleet is 11.4 years as at September 30, 2011, one of the
youngest among major North American carriers.  The Company is a
partner of Aeroplan, one of the most successful loyalty programs
in Canada, which helps safeguard the loyalty of AC's customers.

The Company is a medium-sized carrier and the dominant carrier in
Canada.  However, the Company's growth is constrained by the
modest size of the Canadian market and the resultant demand for
air travel.  The Company also faces significant operating risks.
Most of the Company's markets are deregulated and competition is
intense.  There are low barriers to entry in the airline industry.
Low-cost carriers are active in most of the Company's markets ?
domestic, transborder-US and other international ? pressuring
fares.  New entrants with aggressive business plans have proven to
be very disruptive to the market and industry participants despite
their brief existence.  The Company's revenue source is highly
concentrated in passenger travel (more than 87% in 2010), with
modest contributions from cargo and services.

The Company is a legacy airline, with a highly unionized
workforce, and, historically, labour relations have been strained,
especially during contract negotiations. However, recent contract
negotiations with the customer service agents and flight
attendants have been relatively uneventful, limited to only a
three-day strike by the customer service agents.  (The willingness
of the federal government to pass back-to-work legislation has
contributed to the shortening of service disruptions.  However,
the current favourable political climate for reducing the risk of
prolonged job action may not persist.)  The Company's weak
relationship with its unions increases the operating risk.

The demand for air travel is seasonal and highly sensitive to the
condition of the general economy and consumer confidence.  Similar
to the rest of the industry, the Company has a high fixed-cost
structure; therefore, capacity utilization is critical to
profitability.  Additionally, fuel, which is highly volatile,
accounts for about 30% of operating costs.  Moreover, the fuel
price is denominated in U.S. dollars and the Company's revenue
base is in Canadian dollars.  The variability of the Canadian
dollar versus the U.S. dollar compounds the operating challenge of
the Company.  Earnings volatility caused by the high structural
cost and high fluctuation of fuel costs and currency exchange
increases the business risk.

The Company has a weak financial profile. The Company's balance-
sheet leverage is very aggressive for a highly cyclical company.
In addition, the Company's pension plans are in a large
underfunded position (its solvency deficit was $2.1 billion as of
January 1, 2011).  Although relief from the Air Canada 2009
Pension Regulations (ACPR; adopted by the government of Canada in
July 2009) moderates the cash contributions through 2013, the
overhang of such a large financial liability puts the Company
under significant financial risk.  The Company's operations in the
last decade have mostly been loss making.  The Company has a high-
cost structure.  Most of the Company's employees are unionized and
the usual restrictive work practices hinder productivity
improvement.  The combination of a high debt load and weak
operating results has led to very weak debt coverage ratios.  The
Company's source of liquidity is its cash on hand, short-term
investments ($2.2 billion at September 30, 2011) and internal cash
flow.  DBRS believes the Company has adequate liquidity to meet
its regular funding needs.  However, the Company could face
liquidity problems if operations are disrupted for an extended
period.

In summary, the Company's business risk profile is close to the
average of the airline industry, but its overall rating is weighed
down by its weak financial profile burdened by its high debt load,
weak operating performance and debt coverage ratios, and large
underfunded position in its pension plans.  Therefore, DBRS has
concluded that an Issuer Rating of B is appropriate.

The Company's operating performance has been improving since the
low in 2009 and all debt coverage ratios are either close to or
surpass recent highs.  The Company has also made good progress in
its Cost Transformation Program, increasing the competitiveness of
its cost structure.  In addition, the strengthening of the
Canadian dollar to near parity with the U.S. dollar, which DBRS
expects to continue in the near term, is another positive,
particularly on U.S.-dollar denominated expenses such as fuel and
aircraft leases.  Moreover, the ACPR (adopted by the government of
Canada in July 2009) has capped contributions to its pension plans
at much reduced levels through 2013, significantly relieving
pressure on the Company's liquidity.  Improved performance
recently has allowed the Company to build up a reasonable cash
position.  If capital expenditures and contractual obligations
(including debt) remain moderate in the next two years, the
Company should have sufficient liquidity to meet its funding
needs.  DBRS expects the Company to maintain its modest improving
trend and the rating to remain stable in the near future.


ALLEN FERGUSON: Puts Personal Property Up for Sale
--------------------------------------------------
Richmond Times-Dispatch reports that the personal property of
Allen Mead Ferguson and his wife, Mary Rutherfoord Mercer
Ferguson, was being sold on Nov. 17, 2011, and through Nov. 20,
2011, at their house, 6111 Three Chopt Road, near the University
of Richmond, in Virginia.

According to the report, proceeds from the court-ordered
liquidation sale will help repay creditors.  The sale runs from
9 a.m.-3 p.m. on Nov. 17, 2011, Friday and Saturday, and from
10 a.m. to 3 p.m. Nov. 20, 2011, with items ranging from antique
furniture and Tiffany lighting to $1 items in the garage.

The report relates that Caring Transitions, which is organizing
the sale, said items for purchase include more than 100 pieces of
Tiffany silver, Chippendale mirrors, Waterford crystal, a jade
goose, artwork, area rugs, mahogany furniture, music boxes,
Windsor chairs, and Limoges porcelain.

The report says the home is also on the market.

                       About Allen Ferguson

Allen Ferguson, along with his wife, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Case No. 11-32141) on March 31, 2011.

Mr. Ferguson signed a Chapter 11 petition for Mercer Rug
Cleansing, Inc. on April 26, 2011 (Bankr. E.D. Va. Case No. 11-
32775).  David K. Spiro, Esq., at Hirschler Fleischer, in
Richmond, represents Mercer.  Mercer is estimated to have
$1 million to $10 million in assets and debts in its Chapter 11
petition.


AMERICA'S SUPPLIERS: Reports $215,728 Net Income Third Quarter
--------------------------------------------------------------
America's Suppliers, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $215,728 on $4.91 million of net revenues for the
three months ended Sept. 30, 2011, compared with net income of
$182,731 on $4.54 million of net revenues for the same period a
year ago.

The Company also reported a net loss of $131,809 on $12.33 million
of net revenues for the nine months ended Sept. 30, 2011, compared
with net income of $210,322 on $11.30 million of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.83 million in total assets, $1.97 million in total liabilities,
all current, and a $144,530 in total shareholders' deficit.

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

                        http://is.gd/Cdhf6f

                     About America's Suppliers

Scottsdale, Ariz.-based America's Suppliers, Inc., develops
software programs that allow the Company to provide general
merchandise for resale to businesses through its Web site at
http://www.DollarDays.com

The Company has a recent history of operating losses and operating
cash outflows.  "These factors raise substantial doubt about our
ability to continue as a going concern," the Company said in the
filing.

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2009 results.  The independent auditors noted that
Company has suffered an accumulated deficit of $6,949,006 as of
Dec. 31, 2009.  MaloneBailey's opinion on the Company's 2010
financial statements did not include a going concern
qualification.


AMR CORP: Pilot Talks May Stop for Two Weeks as Sides 'Far Apart'
-----------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that talks between AMR Corp.'s American
Airlines and its pilots to fashion a new, cost-cutting contract
may not resume for two weeks as the sides remain split by
differences over compensation and other issues.  Feedback from
Allied Pilots Association members "clearly" indicated that
American's Nov. 14 contract offer would fail if put to a rank-and-
file vote, a union spokesman, Tom Hoban, said Nov. 16. He said
negotiations might restart on Nov. 28, while American didn't give
a timeline.

According to the report, talks recessed on Nov. 14, before the
union's board began meeting the next day and directors of American
parent AMR Corp. convened Nov. 16.  AMR is headed for a fourth
straight annual loss, has the industry's highest labor expenses,
and has been bargaining with pilots, a bellwether work group,
since 2006.

Mr. Hoban, the report relates, said the APA's board wasn't voting
on the contract offer from Fort Worth, Texas-based American
because of members' opposition.  The union's board preferred that
the time be spent in talks, given the "wide disparity" in
positions, Mr. Hoban said in an interview.

"We will resume negotiations with the APA and are awaiting a more
detailed response on what we believe to be fair and reasonable
proposals that are in the best interests of our pilots and the
airline," Missy Cousino, an American spokeswoman, said in an
e-mailed statement to Bloomberg News.

New labor contracts are the last piece of a turnaround strategy
under way since 2009, according to American, which has focused
flights on five U.S. cities important to business travelers,
completed joint business agreements with overseas carriers to
capture more international passengers and ordered 460 new, more-
efficient jets.

                      Bankruptcy Risk

Bloomberg News said Nov. 17 that AMR Corp.'s board may need to
weigh a bankruptcy filing after a second round of stepped-up talks
with American Airlines pilots failed to produce an agreement on a
new, cost-saving contract.

Directors should consider alternatives now rather than watch cash
reserves keep dwindling without a labor accord, said Jeff
Kauffman, a Sterne Agee & Leach Inc. analyst in New York who cut
his rating on AMR Nov. 15 to "neutral" from "buy."

The board was expected to meet Nov. 16 in the last such scheduled
session of 2011 as Fort Worth, Texas-based AMR heads toward a
fourth straight annual loss.  American posted a pilot contract
offer online on Nov. 14 after negotiators fell short of a goal of
winning a deal for directors to review.

The Allied Pilots Association began its own three-day board
meeting Nov. 15, and didn't vote on whether to accept or reject
the airline's proposal, union spokesman Tom Hoban said Nov. 16.
The board sent a letter to American Chief Executive Officer Gerard
Arpey saying the union wants to continue bargaining.

Accelerated negotiations before an October meeting of AMR's board
also failed to produce an agreement in talks that began in 2006.

                     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.

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.


AMR CORP: S&P Cuts Ratings Deeper Into Junk; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on AMR
Corp. and subsidiary American Airlines Inc., including the
corporate credit ratings to 'CCC+' from 'B-', and placed ratings
on CreditWatch with negative implications.

Standard & Poor's also lowered various ratings on the companies'
issues and placed them on CreditWatch. The recovery ratings remain
unchanged.

"The CreditWatch placement reflects our growing concern that
American will not be able to secure labor contracts that
materially narrow its labor cost disadvantage to other large U.S.
network airlines, an increasingly serious issue in view of the
airline's heavy losses and the uncertain economic outlook," said
Standard & Poor's credit analyst Philip Baggaley.

The scale of AMR's losses, risks related to the U.S. and global
economy, and the lack of progress in labor negotiations indicate
that liquidity could come under pressure over the next 12 months.

"At the time of AMR's third-quarter earnings release, we
interpreted management's comments to indicate that they were close
to an agreement with the pilots," Mr. Baggaley said. However, no
agreement materialized, and when the company made its contract
offer public on Nov. 14, pilot union leaders quickly rejected the
proposal and suggested further talks.

"We do not see this as the end of the process, but progress has
clearly been disappointing," he added.

Standard & Poor's expects that AMR's liquidity will shrink in the
seasonally weak fourth quarter and in 2012 but doesn't believe
that AMR's current liquidity situation and state of labor
negotiations imply any immediate risk of a Chapter 11 bankruptcy
filing.

"We will evaluate AMR's financial and liquidity prospects as well
as the likelihood of successful labor negotiations to resolve the
CreditWatch review. Given the open-ended nature and uncertain
timing of the contract talks, we do not expect to keep our ratings
on CreditWatch awaiting a definitive labor outcome," Mr. Baggaley
said.


APEX DIGITAL: Has Until Dec. 12 to Propose Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Apex Digital, Inc.'s exclusive periods to file a solicit
acceptances for the proposed plan of reorganization until Dec. 12,
2011, and Feb. 13, 2012.

As reported in the Troubled Company Reporter on Oct. 27, 2011, the
Debtor said that it intended to continue working cooperatively
with the Committee to formulate and file what the Debtor hopes
will be a consensual plan of reorganization in its case.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.


AQUILEX HOLDINGS: Incurs $284.7 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Aquilex Holdings LLC filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $284.71 million on $101.14 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$2.40 million on $110.69 million of revenue for the same period
during the prior year.

The Company also reported a net loss of $298.61 million on
$327.74 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $27.53 million on
$324.04 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$400.49 million in total assets, $505.51 million in total
liabilities, and a $105.01 million total deficit.

Aquilex said there can be no assurance that the Company will be
able to restructure its debt and obtain sufficient additional
sources of liquidity in order to address its cash needs, or to
obtain any forbearance for any failure to make a scheduled
interest payment on the senior notes or any additional forbearance
for covenant defaults under its Credit Agreement.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

To meet the Company's cash needs for the next twelve months and
over the longer term, the Company expects that it will be required
to restructure its debt obligations and obtain additional
liquidity sources, because the Company does not expect that it
will generate sufficient cash from its operations to fund its debt
service along with its operating expenses, capital expenditures
and other cash requirements over that period.

In connection with the Company's restructuring efforts, the
Company is engaged in active and constructive negotiations with an
ad hoc committee of holders of its senior notes and a steering
committee of its lenders regarding a consensual restructuring that
would significantly deleverage its capital structure.  The Company
is also considering a range of financing options in connection
with the restructuring, including arranging a short-term financing
facility.  The Company is engaged in negotiations for such a
short-term financing facility with certain lenders who are current
holders of its senior notes.  If these negotiations are
unsuccessful, the Company may not need additional liquidity to
meet its anticipated cash needs prior to consummation of an out of
court restructuring or reaching a definitive agreement on a "pre-
packaged" or "pre-arranged"? bankruptcy plan of reorganization.
However, if the Company determines that such short-term financing
is necessary, but remains unavailable, or the Company obtains such
financing but are unable to consummate an out of court
restructuring, the Company expects that it would commence a
voluntary Chapter 11 bankruptcy case and, in connection with such
potential scenario, the Company is engaged in negotiations with
its lenders regarding a debtor-in-possession financing facility.

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

                        http://is.gd/q29n5N

                       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'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.


AR BROADCASTING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AR Broadcasting Holdings, Inc.
        3280 Peachtree Road, Suite 2300
        Atlanta, GA 30305

Bankruptcy Case No.: 11-13674

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
AR Broadcasting, LLC                  11-13675
AR Licensing, LLC                     11-13676

Chapter 11 Petition Date: November 17, 2011

About the Debtor: AR Broadcasting et al., are struggling Missouri
                  and Texas Radio stations owned by Cumulus Media
                  Inc.  The Chapter 11 filing is a move to
                  restructure the debt-heavy finances of the
                  subsidiary companies that control them.  Based
                  in Atlanta, Georgia, Cumulus Media Inc. is the
                  second largest radio broadcaster in the United
                  States based on station count, controlling 350
                  radio stations in 68 U.S. media markets.  In
                  combination with its affiliate, Cumulus Media
                  Partners, LLC, the Company believes it is the
                  fourth largest radio broadcast company in the
                  United States when based on net revenues.

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

Judge: Brendan Linehan Shannon

Debtors' Counsel: Adam G. Landis, Esq.
                  LANDIS RATH & COBB LLP
                  919 Market Street, Suite 1800
                  Wilmington, DE 19801
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450
                  E-mail: landis@lrclaw.com

                         - and ?

                  Landon Ellis, Esq.
                  LANDIS RATH & COBB LLP
                  919 Market Street, Suite 1800
                  Wilmington, DE 19801
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450
                  E-mail: ellis@lrclaw.com

                         - and ?

                  William E. Chipman, Jr., Esq.
                  LANDIS RATH & COBB LLC
                  919 North Market Street, Suite 1800
                  Wilmington, DE 19801
                  Tel: (302) 467-4437
                  Fax: (302) 467-4450
                  E-mail: chipman@lrclaw.com

Debtors'
Claims Agent:     DLS CLAIMS ADMINISTRATION, LLC

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Linda Hill, vice president and
principal accounting officer.

AR Broadcasting Holdings' List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American Society of Composers      --                       $7,452
One Lincoln Plaza
New York, NY 10023-7097

American Express                   --                       $5,000
P.O. Box 530001
Atlanta, GA 30353

Danieal LaCraig Manning            --                       $5,000
3710 Clark Manor
Missouri City, TX 77459

Magdi R. Dalati                    --                       $3,300

Intralinks                         --                       $3,125

Stroke Tech, LLC                   --                       $3,120

Johnson & Garrison, LLC            --                       $2,500

Miller, Kaplan, Arase & Co., LLP   --                       $1,500

Mike Whittle                       --                       $1,200

Benjamin Tate, III                 --                       $1,000

Scott Anson Ainsworth              --                       $1,000

The Lincoln National Life          --                         $946

Delta Dental                       --                         $926

Dickstein Shapiro LLP              --                         $540

John Charles Wessling, Jr.         --                         $500

YPI 9801 Westheimer LLC            --                         $440

Randall L. Peeters                 --                         $250

Combined Insurance Company of      --                         $127
America

Julie Takahashi                    --                          $67

UPS                                --                          $18


AURORA OF TAMPA: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Aurora of Tampa, Inc.
        dba Remington Steakhouse
        27405 Wesley Chapel Blvd.
        Wesley Chapel, FL 33543

Bankruptcy Case No.: 11-21104

Chapter 11 Petition Date: November 15, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W. STEEN PA
                  13902 North Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-21104.pdf

The petition was signed by Ibrahim Srour, president.


AUTONATION INC: Moody's Affirms 'Ba1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family and
Probability of Default Ratings of AutoNation, Inc., and changed
the rating outlook to positive from stable.

Ratings affirmed and LGD point estimates adjusted include:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

Senior unsecured bank credit facilities at Ba2 (LGD 5, 82%) from
Ba2 (LGD 5, 83%)

Senior unsecured notes due 2014 and 2018 at Ba2 (LGD 5, 82%) from
Ba2 (LGD 5, 83%)

Senior unsecured shelf at (P) Ba2

Speculative Grade Liquidity rating at SGL-2

RATINGS RATIONALE

The change in outlook to positive reflects AutoNation's continued
improvement in operating performance, which has led to debt/EBITDA
falling below 3.5 times and EBITA/interest improving to almost 6
times. "AutoNation continues to operate in a disciplined manner
from both inventory management and operating expense perspectives,
and its deleveraging efforts during the downturn have paid off,"
stated Moody's Senior Analyst Charlie O'Shea. "In addition, it is
benefitting from improvements at both Ford and GM, which has
improved the perception and performance of these two key brands.
The positive outlook is based on Moody's belief that the company
will continue its vigilance across these fronts, and maintain a
financial policy that equitably balances the interests of
shareholders and creditors such that debt/EBITDA remains around
its current levels."

Ratings could be upgraded if AutoNation continues to
conservatively manage its financial policy from both acquisition
and shareholder returns perspectives, and is also able to sustain
its operating performance at current levels such that metrics
remain close to current levels. Ratings could be downgraded if
operating performance weakens or AutoNation's financial policy
becomes more aggressive. Quantitatively, ratings could be
downgraded if debt/EBITDA rose above 4.25 times, or EBIT to
interest expense fell below 3.25 times.

The principal methodology used in rating AutoNation, Inc. was the
Global Automotive Retailer 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.

AutoNation, Inc., headquartered in Fort Lauderdale, FL, is the
nation's largest auto retailer, with annual revenues of around $13
billion.


AUTONATION INC: S&P Affirms 'BB+' Rating on Senior Secured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its BBB-/Stable/--
corporate credit rating on AutoNation Inc. The company intends to
refinance its unsecured credit facilities. The refinancing
bolsters the company's liquidity by extending maturities and
relaxing covenants, although the latter could lead to higher
leverage if the company chooses.

"At the same time, we affirmed our 'BB+' issue-level ratings on
the company's other senior unsecured debt, including its $300
million 7% notes due April 15, 2014 of which $15 million remains
outstanding, and $400 million 6.75% notes due April 15, 2018,"
said Standard & Poor's credit analyst Nancy Messer. AutoNation's
subsidiaries guarantee the senior notes, which rank equal to the
revolving credit facility, and are subordinate to approximately
$1.5 billion of secured floor-plan liabilities. The unsecured
notes are rated one notch below the corporate credit rating,
because as of Sept. 30, 2011, secured debt was over 20% of assets.

"AutoNation expects its new senior unsecured credit facilities to
consist of a $1 billion revolver and $500 million term loan, both
having an expiration of December 2016. The total leverage covenant
for the duration of the facility is pegged at 3.75x (compared with
3.25x in the existing facility), and total debt to capitalization
ratio will be 65% (compared with  60% existing)," S&P said. S&P
does not expect to rate these facilities. Upon execution of the
new facilities, however, S&P will withdraw its ratings on the
following debt issues, since proceeds from the new facilities will
be used to repay the existing facilities:

    $479.4 million term bank loan due July 18, 2014;

    $54 million term bank loan due July 18, 2012;

    $57 million revolving credit facility bank loan due July 18,
    2012; and

    $581.6 million revolving bank loan due July 18, 2014.

"The ratings affirmation reflects our view that the proposed
credit facilities refinancing has a neutral effect on the
company's creditworthiness. The ratings on AutoNation also reflect
the company's satisfactory business risk profile (the company has
a high degree of variable costs and some stable revenue sources)
and significant financial risk profile. The financial profile's
characteristics include consistent free cash flow generation and
adequate liquidity, but also FFO to total debt under 30%. The
satisfactory business profile reflects our view of AutoNation's
resilient business model, including stability of EBITDA relative
to revenues (the company has a high degree of variable costs and
multiple revenue sources) and a very profitable service business
not dependent on vehicle sales," S&P said.


BARBETTA LLC: Taps Mark O'Neal to Market and Sell NC Properties
---------------------------------------------------------------
Barbetta, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina for permission to employ:

         Mark O'Neal
         PICKETT-SPROUSE REAL ESTATE
         3805-A University Drive
         Durham, North Carolina

as broker to aid the Debtor in the marketing and selling of the
Debtor's real property at 414,416,420, and 426 Chicago Drive,
Fayetteville, North Carolina.

The Debtor intends to pay commissions to Mr. O'Neal, along with
any buyer's agent 6% commission based upon the total gross sale
price in accordance with the exclusive right to sell listing
agreement.

To the best of the Debtor's knowledge, Mr. O'Neal and the firm are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Barbetta, LLC

Based in Selma, North Carolina, Barbetta, LLC -- formerly doing
business as Hester 1996 Family Limited Partnership, South Pollock
Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8,
LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No.
11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr. and Stubbs & Perdue, P.A., represents the Debtor in its
restructuring efforts.  The Debtor tapped Charles E. Hester, as
member-manager of the Debtor, and the accounting firm of David J.
Bradley, CPA, as accountants.  In its schedules filed together
with the petition, the Debtor disclosed $24,889,321 in total
assets and $12,855,596 in total liabilities.  The petition was
signed by Charles E. Hester, member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.


BARNES BAY: Judge Dismisses Firm's Chapter 11 Case
--------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Peter J. Walsh agreed to dismiss Barnes Bay Development
Ltd.'s Chapter 11 case Thursday, potentially denying more than
$4 million in fees to estate professionals in the process.  The
decision comes two months after the Caribbean resort developer's
liquidation plan was torpedoed by disgruntled creditors, the
report says

Law360 relates that Judge Walsh said at a hearing that he would
sign off on the U.S. trustee's motion to dismiss the case, which
faced no opposition.  All sides agreed the estate was
administratively insolvent and had no hope of pursuing another
plan, the report notes.

                          About Barnes Bay

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

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

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

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

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


BARNWELL HOSPITAL: Court Denies Ad Hoc Panel Standing in Case
-------------------------------------------------------------
Susan Delk, managing editor at the People-Sentinel, reports that
an ad hoc committee, Save the Barnwell County Hospital, lost its
battle to become a party in the Barnwell County Hospital
bankruptcy proceedings pursuant to an order date Oct. 27, 2011,
issued by U.S. Bankruptcy Judge David Duncan.

According to the report, the order indicated that the Ad Hoc
committee filed two motions with the court.  The group asked the
judge to reconsider its order setting deadlines, and to determine
that the committee is a "party in interest" for purposes of
objecting to the Barnwell County Hospital's eligibility to file
for bankruptcy protection.  The order says, "The committee has not
shown that its members will suffer an actual, particularize injury
different from that suffered by the general public.  As a result,
the committee is not a party in interest to contest eligibility in
Debtor's (the hospital's) Chapter 9 bankruptcy case."  Judge
Duncan cited numerous cases in the order, in particular Lujan v.
Defender of Wildlife (1992).

The group had argued it would be "harmed" if the hospital is
closed and relocated.

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  The hospital said it
filed because the county said it's no longer willing or able to
fund losses.  The hospital has no bonded debt.  Assets and debts
are both less than $10 million.

Judge David R. Duncan oversees the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.


BEACON POWER: Gets Access to $3 Million in Cash
-----------------------------------------------
Larry Rulison at timesunion.com reports that Beacon Power earned a
major victory at the hearing on Nov. 2, 2011, after being allowed
access to $3 million in cash that was set aside as collateral for
U.S. Department of Energy loan.

According to the report, the DOE opposed the use of the money,
saying Beacon would use it for corporate purposes, and not for the
Stephentown plant in eastern Rensselaer County, New York, which it
claims has not reached completion under the terms of the loan.

"Debtors currently are operating the Stephentown (plant) . . . at
an operating cash loss approaching $1 million per month," the
report quotes the Department of Justice asserted in a filing made
on Nov. 14, 2011, as saying.

                        About Beacon Power

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

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

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

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


BEACON POWER: May End Up in Chapter 7, Hires Sale Advisers
----------------------------------------------------------
Bloomberg News reports that Beacon Power Corp. said it may face a
Chapter 7 bankruptcy liquidation and has hired advisers to
consider a sale.

"We have retained financial and legal advisers to actively
evaluate restructuring alternatives and to solicit proposals from
potentially interested parties," Beacon said in its quarterly
report to the U.S. Securities and Exchange Commission.

As reported in the Troubled Company Reporter on Nov. 17, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that Beacon Power Corp. will be out of business if the U.S. Energy
Department succeeds with its objection to the company's continuing
use of the government's $3 million in cash collateral.  The U.S.
Bankruptcy Court in Delaware held a final hearing on Nov. 18 to
decide whether Beacon can use cash representing remaining proceeds
from the Energy Department's loan.  The government argued that
operation of Beacon's plant results in a $1 million monthly cash
loss.  The DOE contended that the little remaining cash can't be
used for "any economically rational purpose."

                     About Beacon Power

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

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

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

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


BELL PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bell Properties III, Ltd.
        a California Limited Partnership
        dba Vassar Self Storage
        aka Bell Properties, Ltd.
        1565 The Alameda, #200
        San Jose, CA 95126

Bankruptcy Case No.: 11-60561

Chapter 11 Petition Date: November 15, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $5,035,300

Scheduled Debts: $4,042,670

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-60561.pdf

The petition was signed by John Colistra, general partner.


BERNARD L. MADOFF: Judge Tosses Investors' Suits Vs. Madoff Family
------------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S. District
Judge Alvin K. Hellerstein ruled Thursday that several prominent
Bernard L. Madoff victims could not directly sue the convicted
Ponzi schemer's family to try to recover their losses, leaving
bankruptcy trustee Irving Picard free to pursue his own lawsuits
seeking $244 million alone.

Judge Hellerstein said allowing burned investors to mount their
suits against the Madoff clan could spawn a mass of litigation
that could interfere with Mr. Picard's efforts on behalf of
creditors as a whole, according to Law360.

Meanwhile, American Bankruptcy Institute reports that victims of
Mr. Madoff's Ponzi scheme have reacted angrily to the Securities
and Exchange Commission's decision not to fire any employee over
the agency's failure to stop the massive fraud.

                      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.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Picard Spent $434 Million Through September
--------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that the trustee for Bernard L. Madoff's
defunct firm spent $434 million liquidating the estate through
September, including fees for himself and his law firm of more
than $200 million.  Irving Picard, the trustee, said the funds for
fees and administration came from the Securities Investor
Protection Corp., which advanced more than $1.2 billion.  About
$785.3 million of the SIPC money was used to pay allowed customer
claims, Mr. Picard said in a filing Nov. 15 in U.S. Bankruptcy
Court in Manhattan reporting his work for the past six months.

                      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.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BIOJECT MEDICAL: Reports $398,100 Net Income in Third Quarter
-------------------------------------------------------------
Bioject Medical Technologies Inc. filed its quarterly report on
Form 10-Q, reporting net income of $398,109 on $3.1 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $332,646 on $1.5 million of revenue for the same
period during the prior year.

The Company reported net income of $516,066 on $7.3 million of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.4 million on $3.9 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $4.6 million
in total assets, $3.6 million in total liabilities, and
shareholders' equity of $1.0 million.

As reported in the TCR on April 5, 2011, Moss Adams LLP, in
Portland, Oregon, expressed substantial doubt about Bioject
Medical Technologies' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2010.  The independent auditors noted that the Company has
suffered recurring losses, has had significant recurring negative
cash flows from operations, and has an accumulated deficit.

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

                       http://is.gd/wHKJTc

                      About Bioject Medical

Bioject Medical Technologies Inc. (OTC BB: BJCT)
-- http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems (NFITS).  NFITS provide an empowering technology
and work by forcing medication at high speed through a tiny
orifice held against the skin.  This creates a fine stream of
high-pressure fluid penetrating the skin and depositing medication
in the tissue beneath.  Bioject is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies, as well as research, global health and
government organizations.


BIOLASE TECHNOLOG: Posts $953,000 Net Loss in Third Quarter
-----------------------------------------------------------
BIOLASE Technology, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $953,000 on $13.1 million of net revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.7 million on $6.2 million of net revenue for the same
period during the prior year.

The Company reported a net loss of $2.5 million on $35.7 million
of net revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $12.2 million on $16.5 million of net revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$29.4 million in total assets, $15.1 million in total liabilities,
and stockholders' equity of $14.3 million.

As reported in the TCR on March 28, 2011, BDO USA, LLP, in Costa
Mesa, Calif., expressed substantial doubt about BIOLASE
Technology's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2010.  The
independent auditors noted noted that the Company has suffered
recurring losses from operations, has had declining revenues and
has a working capital deficit at Dec. 31, 2010.

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

                        http://is.gd/u1GCSs

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser manufacturer and
distributor.  The Company is a medical technology company that
develops, manufactures and markets dental lasers and also
distributes and markets dental imaging equipment, products that
are focused on technologies that advance the practice of dentistry
and medicine.


BIONOL CLEARFIELD: Loses Bid to Block Attack on $230M Award
-----------------------------------------------------------
Do Jones' DBR Small Cap reports that a bankruptcy judge Wednesday
dumped a bid by the trustee chasing a $230 million arbitration
award for Bionol Clearfield LLC to punish the company on the
losing end of that award, Getty Petroleum Marketing Inc.

As reported in the Troubled Company Reporter on Sept. 26, 2011,
Getty Petroleum Marketing Inc. turned to a recent Supreme Court
ruling to argue that ethanol-plant operator Bionol Clearfield has
no right to ask a bankruptcy judge to force it to pay Bionol more
than $230 million.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-_____) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between $100
million and $500 million.  The Company owns a plant that produces
bio-based chemicals and fuels from renewable feedstock.


BOEGER LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Boeger Land Company
        891 Hazel Street
        Gridley, CA 95948

Bankruptcy Case No.: 11-46921

Chapter 11 Petition Date: November 15, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Stephen M. Reynolds, Esq.
                  LUNDGREN & REYNOLDS, LLP
                  424 2nd St #A
                  Davis, CA 95616
                  Tel: (530) 297-5030
                  Fax: (530) 297-5077
                  E-mail: sreynolds@lr-law.net

Scheduled Assets: $3,030,010

Scheduled Debts: $1,927,362

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

The petition was signed by Matthew Boeger, partner.


BRAMPTON PLANTATION: German American Says Case Must be Dismissed
----------------------------------------------------------------
German American Capital Company, asks the U.S. Bankruptcy Court
for the Southern District of Georgia to dismiss the Chapter 11
case of Brampton Plantation LLC.

German American is the current holder of loan documents referenced
in the dismissal motion of Branch Banking and Trust Company.

As reported in the Troubled Company Reporter on March 9, 2011,
BB&T has asked the Court to dismiss the Debtor's case because the
Chapter 11 case is a single asset real estate case that was filed
in bad faith on the eve of a foreclosure sale by BB&T and for the
purpose of hindering, delaying and frustrating BB&T's legitimate
efforts to realize upon its collateral.

According to BB&T's filing, the Debtor is indebted to BB&T in the
principal amount of $23,966,217 in respect of amounts owed under
the Revolving Note, plus the contingent amount of $853,988 in
respect of undrawn and unexpired letters of credit issued by BB&T
at the request of the Debtor, plus accrued interest, costs, other
charges, and legal fees and expenses for which the Debtor is
liable to BB&T under the Loan Documents and applicable law.  The
current value of the collateral is allegedly "millions of dollars
less" than the obligations owed by the Debtor to BB&T.

German American, in its motion asserts that the Debtor's case must
be dismissed because of continuing loss to the Debtor's estate and
absence of reasonable likelihood of rehabilitation.

German American notes that the Debtor's Plan, which contains a
"dirt for debt" provision is unconfirmable.

Kathleen Horne represents German American Capital Company, and
Parker, Hudson, Rainer & Dobbs LLP in Atlanta, Georgia, represents
the bank.

                     About Brampton Plantation

Headquartered in Upper Marlboro, Maryland, Brampton Plantation,
LLC, is a development company deriving revenues from the sale of
lots on its condominium project on a 91 acre parcel of property
located in historic downtown Savannah on Hutchinson Island,
located at the northeast corner of Wayne Shackleford Road and
Grand Prize of America Avenue known as The Reserve.

The completed development of the Property is planned to have a
total of 444 lots and 371 multifamily/condominium units.  Before
filing for bankruptcy, the Debtor had 206 finished lots which were
completed and platted.  Another 17 lots were approximately 98%
complete.

Brampton Plantation filed for Chapter 11 protection (Bankr. S.D.
Ga. Case No. 10-40963) on May 3, 2010.  Attorneys at McCallar Law
Firm and McNamee Hosea Jernigan Kim Greenan & Lynch, P.A.,
represent the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


BRIARWOOD CAPITAL: Reorganization Case Converted to Chapter 7
-------------------------------------------------------------
The Hon. Peter W. Bowie of the U.S. Bankruptcy for the Southern
District of California, in a Nov. 9, 2011, minute order, granted
the motion to convert the Chapter 11 case of Briarwood Capital,
Inc., to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 21, 2011,
Leslie T. Gladstone, the Chapter 11 trustee, for Briarwood Capital
requested for the conversion of the case.

In an Oct. 19, filing, the U.S. Bankruptcy Appellate Panel of the
Ninth Circuit dismissed Nicholas Marsh's motion to dismiss the
appeal.

             About Nicolas Marsch, Briarwood and Colony

Based in Rancho Santa Fe, California, Briarwood Capital, LLC's
primary business prepetition was land acquisition and organizing
financing for real estate development.  Briarwood filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-
02677) on Feb. 23, 2010.  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC -- Colony I -- (Bankr. S.D.
Calif. Case No. 10-02937) and Colony Properties International II,
LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also
filed for Chapter 11 bankruptcy.

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Jeffry A. Davis, Esq., at
Mintz Levin Cohn Ferris Glovsky & Popeo, represents the Debtors in
their restructuring efforts.  In July 2010, the Court held that
Mintz Levin was ineligible to represent the estates of Mr. Marsch,
Briarwood and Colony Properties, or any two of them.  Chapter 11
trustees have been appointed in each of the cases.

Richard M. Kipperman serves as the Chapter 11 trustee for Colony
Properties International, LLC and Colony Properties International
II, LLC; and Leslie T. Gladstone serves as the Chapter 11 trustee
for Briarwood.


BROWNSTONE LOFTS: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Brownstone Lofts LLC has filed with the U.S. Bankruptcy Court for
the Northern District of California a list of its 20 largest
unsecured creditors.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
Los Gonzalez Construction
577 N D Street #117
San Bernardino, CA 92401          Trade Debt         $296,450

Line Electric Inc.
4055 Wilshire Blvd.
Suite 524
Los Angeles, CA 90010             Trade Debt         $184,000

Plate Line Framers, Inc.
320 W. Larch Rd. No. 12
Tracy, CA 95304                   Trade Debt         $170,100

Fox Plumbing, Inc.                Trade debt         $162,000

Poggen Pohl USA, Inc.             Trade Debt         $139,270

Shaw HVAC Equipment Services      Trade Debt         $125,644

Alexander Demolition & Hauling                        $30,910
                                                    ($0 secured)

ETO Doors                         Trade Debt          $74,999

Ararat EST                        Trade Debt          $67,425

Brubaker Framing and Supply                           $69,123

University Elevator               Trade Debt          $68,200

VIP Construction & Painting       Trade Debt          $67,555

Parsa Tech                        Trade Debt          $60,720

Wonderful Pools & Spas            Trade Debt          $54,600

HYE Group Steel                   Trade Debt          $40,000

Neri's General Contractors        Trade Debt          $31,840

Psomas                            Trade Debt          $25,288

ZMI Construction                  Trade Debt          $12,700

Armstrong Custom Homes                                $12,500

Medina's Protective Services      Trade Debt          $11,934

                      About Brownstone Lofts

San Mateo, California-based Brownstone Lofts LLC filed for Chapter
11 bankruptcy (Bankr. N.D. Calif. Case No. 11-33495) on Sept. 26,
2011.  Judge Dennis Montali presides over the case.  Gregory A.
Rougeau, Esq. -- rougeau@mrlawsf.com -- at the Law Offices of
Manasian and Rougeau, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Monica Hujazi,
managing member.


BUTTERMILK TOWNE: Wants Access to BofA's Cash Until January
-----------------------------------------------------------
Buttermilk Towne Center, LLC, in a seventh motion, asks the U.S.
Bankruptcy Court for the Eastern District of Kentucky for
authorization to use the cash collateral in which Bank of America,
N.A. assets an interest.

BofA asserts that it is owed $36,384,256 in principal and interest
due as of March 29, 2010.

The Debtor will use the cash collateral to meet its postpetition
obligations and to pay its expenses, general and administrative
operating expenses, and other necessary costs and expenses,
including maintenance and insurance and other expenses until
Jan. 7, 2012.

Any expenditure which would cause the Debtor to exceed any line
item in the Seventh Budget by more than 15% will require the
approval of the Court or consent of its cash collateral creditor.

As adequate protection for any diminution in value of the lender's
collateral, the Debtor will grant BofA a replacement lien on all
postpetition rents, including rents derived from new leases
entered into postpetition; and monthly interest-only payments at
the non-default rate.

As further adequate protection, the Debtor will: (1) continue to
account for all cash use; and (2) use cash collateral amounts
consistent with the Seventh Budget or subsequent budgets to be
filed with the Court.  In addition, the Debtor has waived its
right under Section 552(b) of the Bankruptcy Code to contest the
attachment of the BofA's lien to postpetition rents arising from
prepetition leases.

                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.


CAPITAL POWER: DBRS Cuts Senior Unsecured Debt Rating to 'BB'
-------------------------------------------------------------
DBRS has downgraded the ratings of Capital Power Income L.P.'s
(CPILP or the Partnership) Senior Unsecured Debt & Medium-Term
Notes, to BB from BBB (high) and also downgraded the Cumulative
Preferred Shares of CPILP's affiliate, CPI Preferred Equity Ltd.,
to Pfd-4 from Pfd-3.  The trends are now stable.  As part of its
leveraged finance rating methodology, DBRS has also assigned an
Issuer Rating of BB to CPILP and a recovery rating of RR4
(indicating an expected recovery of 30% to 50%) on the Senior
Unsecured & Medium Term Notes.

The downgrade reflects the closing of the previously announced
acquisition of CPILP by Atlantic Power Corporation (ATP, not rated
by DBRS) (the Transaction) on November 7, 2011. DBRS had stated in
its October 21, 2011, Comment that if the Transaction closes as
currently anticipated, the Transaction is expected to result in a
downgrade of CPILP's ratings to BB.  CPILP's Issuer Rating of BB
is based on DBRS's assessment of the new combined entity.

The downgrade was precipitated by the combined entity's weaker
financial profile as a result of the higher total debt, lower
equity offering by ATP to fund the acquisition, complex financial
structure and subordination implications.  Post-acquisition
benefits include an increase in the average power purchase
agreement (PPA) term, asset base and market capitalization, as
well as greater diversification of fuel source; geography and
counterparty risk were also factored into the current combined
rating.  Current estimated credit metrics for the combined entity
of EBITDA-to-interest of 2.7 times (x), cash flow from operation-
to-debt of 10.7%, debt-to-capital of 59% and debt-to-EBITDA of
5.6x are weaker than CPILP's stand-alone credit metrics.
Furthermore, CPILP and various subsidiaries will be providing
guarantees to the following ATP obligations:

(1) ATP's new $300 million secured credit facility.

(2) ATP's $460 million senior unsecured note with 9% coupon due in
2018.  The guarantees of the ATP bonds will be senior unsecured
obligations of the respective guarantors and will rank equally in
right of payment with all of the guarantors existing and future
senior debt of the guarantor and will be effectively subordinated
in right of payment to all secured debt of each guarantor.

All of CPILP's bonds will be subordinated to ATP's $300 million
credit facility. Due to the binding of ATP and CPILP through the
guarantees, DBRS views the entities as a combined credit.

Prior to the close of the acquisition, DBRS had previously stated
that CPILP's $210 million bonds due in 2036 will receive a senior
unsecured guarantee from ATP (with the guarantee being an
obligation of ATP and subordinate to its secured $300 million
credit facility).  At this time, the ATP guarantee to the $210
million bonds has not yet been put in place.  As such, these bonds
along with the US$415 million of CPILP subsidiary bonds (in three
separate issues of US$150 million, US$75 million and US$190
million) will receive no guarantee from ATP.  Based on the
recovery prospects under the current complex
guarantee/subordination structure, CPILP's $210 million and US$415
million bonds rank equally after ATP's US$460 million bonds.

If and when a guarantee is put in place for CPILP's $210 million
bonds as previously contemplated and not the remaining US$415
million, DBRS does not believe that a rating differential would
exist based on the current estimated default scenarios utilized in
the recovery analysis pursuant to DBRS's Rating Methodology for
Leverage Finance.  However, while not currently expected, under
certain circumstances there could exist materially improved
recovery prospects for ATP in the future, and a scenario may
result wherein there may be a rating differential between CPILP's
$210 million bonds and the remaining US$415 million debentures.
DBRS notes that this is difficult to estimate at this point.

ATP has cancelled the bank facilities previously held by CPILP and
terminated the contemplated bridge facility intended if the bond
offering had not closed.

Capital Power Income L.P. Senior Unsecured Debt & Medium-Term
Notes Downgraded BB Stb Nov 16, 2011


CATALENT PHARMA: Moody's Confirms B2 Corporate; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Catalent Pharma
Solutions, Inc., including the B2 Corporate Family Rating and
Probability of Default Rating. This rating action resolves the
rating review for possible downgrade that Moody's initiated on
August 23, 2011, following the announcement of the acquisition of
the clinical trial supplies business of Aptuit LLC for
approximately $410 million. Upon confirmation of Catalent's
ratings, Moody's changed the outlook to stable. The outlook had
been negative prior to the rating review.

Ratings confirmed:

$150 million (down from $350 million) senior secured revolving
credit facility due 2013, Ba3 (LGD3, 31%)

$200 million amended senior secured revolving credit facility due
2016, Ba3 (LGD3, 31%)

$1.36 billion senior secured term loans (US and Euro denominated
tranches) due 2014, Ba3 (LGD3, 31%)

$624 million senior PIK notes due 2015, Caa1 (LGD5, 80%)

EUR 225 million ($293 million) senior subordinated euro
denominated notes due 2017, Caa1 (LGD6, 94%)

Corporate Family Rating, B2

Probability of Default Rating, B2

The Speculative Grade Liquidity Rating remains SGL-2.

The confirmation of the ratings reflects Moody's expectation that
the acquisition will not lead to a material increase in Catalent's
financial leverage (adjusted debt to EBITDA) and that it will
strengthen Catalent's Development & Clinical Services business.
While the acquisition will weaken liquidity somewhat, Moody's
continues to believe liquidity will be good over the next twelve
months.

The confirmation of the ratings and the stabilization of the
outlook also reflect the company's improved operating performance
over the past year. Catalent has achieved double-digit EBITDA
growth and, as a result, adjusted financial leverage has declined
to 6.9 times for the twelve months ended September 30, 2011 from
7.9 times a year ago. In addition, the company generated modestly
positive free cash flow over the past twelve months and reported
reduced restructuring and other charges, signifying improved
quality of EBITDA, in Moody's view.

The B2 rating continues to be constrained, however, by the
company's very high financial leverage, modest interest coverage
and free cash flow relative to debt. The ratings are supported by
the company's large scale and position as one of the leading
global providers of drug delivery and outsourced services to the
healthcare industry. In particular, the company is a leader in
development and manufacturing of softgels and other oral drug
delivery technologies ("Oral Technologies"). Performance in this
business has continued to be strong, offsetting weak or uneven
performance in the Sterile Technologies and Packaging businesses.

The stable outlook incorporates Moody's expectation that Catalent
will continue to delever through EBITDA growth over the next 12-18
months. Moody's could downgrade the ratings if the Oral
Technologies business faces increased competition or product
losses such that the business fails to continue to show at least
low-mid single digit growth in EBITDA. Any further weakening of
liquidity or increase in leverage would lead to pressure on the
ratings. Further, if the company does not show progress in
refinancing or extending its 2014 maturities by the end of
calendar 2012, Moody's could change the outlook to negative or
downgrade the ratings. Given the very high leverage and limited
free cash flow expectations, Moody's does not foresee an upgrade
in the near-term. Longer-term, if the company reduces refinancing
risk by extending the maturity of its term loans and reduces
adjusted debt to EBITDA to 5.0 times Moody's could upgrade the
ratings. An upgrade would also require free cash flow to debt to
be sustained above 5%.

For further details refer to Moody's Credit Opinion for Catalent
Pharma Solutions, Inc. on moodys.com.

The principal methodology used in rating Catalent Pharma
Solutions, 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.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies. The company reported revenue of
approximately $1.7 billion for the twelve months ended September
30, 2011. Catalent is a privately held company, owned by
affiliates of The Blackstone Group.


CB HOLDING: Disclosure Statement Hearing Set for Nov. 22
--------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware set Nov. 22, 2011, at 2:00 p.m., to consider
the adequacy of disclosure statement explaining the Chapter 11
plan of liquidation dated Aug. 1, 2011, proposed by CB Holdings
Corp. and its debtor-affiliates.

According to the Troubled Company Reporter on Aug. 5, 2011, the
Plan in essence distributes proceeds from sales of the businesses
in accordance with priorities in bankruptcy law.  That is,
financing for the Chapter 11 case will be paid in full, with
remaining proceedings going to the first lien-lenders, and then to
the second-lien creditors.  The remainder will go to a trust for
unsecured creditors.  The first- and second-lien lenders aren't
waiving their deficiency claims.  Consequently, they will share
with general unsecured creditors.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CBHOLDING_Disclosure_Statement.PDF

A full-text copy of the Liquidation Plan is available for free
at http://bankrupt.com/misc/CBHOLDING_Liquidation_Plan.PDF

                          About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.

After filing for Chapter 11, CB Holding sold 20 Charlie Brown's
locations for $9.5 million.  The 12 remaining Bugaboo Creek stores
realized $10.05 million while the seven The Office Restaurants
produced $4.675 million.

Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.

CB Holding estimated its assets at $100 million to $500 million
and debts at $50 million to $100 million.  At the outset of the
Chapter 11 case, the lenders were owed $70.2 million.


CHANDLER INC: A.M. Best Affirms B++ Financial Strength Rating
-------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating (ICR) to
"bbb+" from "bbb" and affirmed the financial strength rating of
B++ (Good) of National American Insurance Company (NAICO)
(Chandler, OK).  The outlook for both ratings is stable.

The ICR upgrade reflects NAICO's excellent risk-adjusted
capitalization, stable operating performance and long-standing
regional market presence within Oklahoma and Texas.  The ratings
also consider the improved financial leverage and interest
coverage of the organization on an enterprise basis. NAICO's
ultimate parent company, Chandler Insurance Company, Ltd.,
(Chandler Ltd) received a capital contribution of $6,979,000,
which was utilized to retire an outstanding debt debenture at the
immediate parent company, Chandler (USA), Inc.  Accordingly, A.M.
Best has withdrawn the ICR of "bb" and debt rating of "bb" on 24
million 8.75% senior debentures, due 2014 of Chandler (USA), Inc.
This transaction has improved the financial leverage measures of
the organization, lowering the debt-to-total capital ratio, while
improving interest coverage ratios going forward.  Both measures
are within A.M. Best parameters for the current ratings.

These factors are somewhat offset by the relatively low level of
investment earnings; and therefore, total return measures.  Other
offsetting factors include NAICO's high level of reinsurance
dependence to support operations, including the reinsurance placed
with Chandler Ltd.  This concern is somewhat mitigated by NAICO's
use of trust account deposits provided by Chandler, Ltd.  Despite
these concerns, the outlook reflects NAICO?s improved risk-
adjusted capital position, diminishing loss reserve development
reported in recent calendar years, and management's projections
for sound operating profitability over the near term.


CHINA TEL GROUP: Signs Business Agreement to Provide WBA
--------------------------------------------------------
US-based VelaTel Global Communications, formerly known as China
Tel Group, Inc., entered into a Business Agreement with Aerostrong
Company Limited.  Aerostrong is a subsidiary of China Aerospace
Science and Technology Group, a state-owned company in the
People's Republic of China.  Aerostrong holds PRC-issued value
added services licenses to provide telecommunication services via
satellite nationwide and internet access service in 18 major
cities.  Aerostrong will apply for additional licenses for radio
frequency spectrum to provide wireless broadband access.  Under
the Business Agreement, VelaTel, through a PRC operating company
subsidiary, will enter into an exclusive service contract with
Aerostrong to deliver WBA and related telecommunications services
to CASC and its affiliates utilizing Aerostrong' licenses combined
with infrastructure equipment VelaTel will finance.  The operating
company will also provide all engineering and network management
services, including engineering VelaTel has already completed for
29 major PRC cities in connection with a different WBA project.
Aerostrong will pay the operating company service fees to be
specified in the service contract.  The operating company will
deploy and operate Aerostrong's 4G network, which will employ TD-
LTE technology using equipment already commercially available and
manufactured by VelaTel's strategic partner ZTE Corporation.
VelaTel and Aerostrong expect to finalize the service contract
before year-end 2011 and for Aerostrong to secure additional
licenses for the 4G network by the end of the first quarter 2012.
The 4G network will serve primarily as a private network for
employees of CASC and its affiliated companies, and their
respective customers and suppliers.  The parties expect that the
first phase of deployment will include CASC's Beijing headquarters
campus and its corporate users.

CASC is the main contractor for the PRC's space program.  Through
its subsidiaries, CASC designs and manufactures spacecraft for
government application, as well as high-end civilian products
including machinery, chemicals, communications equipment,
transportation equipment, computers, medical care products and
environmental protection equipment.  CASC has more than 120,000
employees distributed among eight R&D and production complexes and
approximately 20 other subsidiaries and affiliated enterprises.
Its asset value exceeds $20 billion, its annual revenue $10
billion and its annual profit $1 billion.  Aerostrong specializes
in information industry services and systems integration on behalf
of CASC and other customers.  Its 2010 revenue was over $23
million.  For further information about CASC, please visit
www.spacechina.com.

VelaTel's President, Colin Tay stated: "We are very excited about
all our projects.  However, there are two important differences
between our latest projects and our other projects.  First, the
advances that have been made in commercially available equipment
will allow us to roll out TD-LTE from the outset instead of
upgrading to a dual band LTE network.  Second, securing one
customer with 100,000 users compared to 100,000 unique subscribers
creates a different financial dynamic in terms of faster revenue
ramp up, reduced marketing expense, avoiding user turnover, and
delivering customer service.  VelaTel's CEO, George Alvarez,
added: "These projects present a new business model for us in
China.  These companies, like universities, municipalities, and
other government and quasi-government agencies, have specialized
needs for integrated network services. We can provide the
expertise and the capital.  The number of users CASC can assure us
under a long term contract justifies our investment, and provide
different revenue vehicles to ride the broadband explosion in
China."

                         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.

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.


CHUKCHANSI ECONOMIC: Moody's Lowers Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service today downgraded Chukchansi Economic
Development Authority's corporate family rating to Ca from Caa2
and probability of default rating to Ca from Caa1. The outlook
remains negative.

Ratings downgraded:

-- Corporate Family Rating to Ca from Caa2

-- Probability of Default Rating to Ca from Caa1

-- $110 million Floating Rate Senior Notes due November 2012
   rating to Ca (LGD4,66%) from Caa2 (LGD4, 66%)

-- $200 million 8% Senior Notes due November 2013 rating to Ca
   (LGD4,66%) from Caa2 (LGD4, 66%)

RATINGS RATIONALE

The ratings downgrade and negative outlook were prompted by
Chukchansi's announcement that it did not make an interest payment
scheduled for November 15, 2011 of approximately $10.5 million on
its 8% Senior Notes due 2013 and Floating Rating Senior Notes due
2012. The rating actions reflect the high likelihood of an
imminent interest payment default or a distressed exchange in the
near term, even though the 30-day grace period that allows the
Authority to pay interest and avoid an event of default under the
notes indenture has not yet expired. The Authority has commenced
preliminary discussions with certain debt holders about a
potential negotiated restructuring of its senior unsecured notes.
In the medium term, Chukchansi faces continued economic challenges
and a potential significant increase in new competition.

Should Chukchansi fail to pay its interest before the expiration
of the grace period, or complete a restructuring that would be
considered a distressed exchange, Moody's would lower the
probability of default rating to D (or "LD"). A rating upgrade is
unlikely at this juncture, based on the current capital structure.
If the interest is made within the grace period, Moody's would
most likely maintain the current ratings in light of a potential
restructuring.

The Chukchansi Economic Development Authority was formed in June
2001 as a wholly owned enterprise of the Picayune Rancheria of
Chukchansi Indians, a federally-recognized Indian tribe with
approximately 1,250 enrolled members. Chukchansi has operated
since June 2003 the Chukchansi Gold Resort & Casino, a facility
located 35 miles north of Fresno, California. The facility
features a 404-room hotel, 2,000 class III slot machines,
approximately 42 class III table games and seven restaurants.

The principal methodology used in rating Chukchansi Economic
Development Authority was the Global Gaming Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


CIRCLE ENTERTAINMENT: Incurs $1.3 Million Third Quarter Net Loss
----------------------------------------------------------------
Circle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.35 million on $0 of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $11.35 million
on $0 of revenue for the same period a year ago.

The Company also reported a net loss of $4.14 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $33.59 million on $0 of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.62 million in total assets, $9.40 million in total liabilities,
and a $4.77 million total stockholders' deficit.

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

                        http://is.gd/Apj79v

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CLARE AT WATER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Clare at Water Tower
          fka Franciscan Communities Bonaventure Place, Inc.
        55 East Pearson Street
        Chicago, IL 60611

Bankruptcy Case No.: 11-46151

Chapter 11 Petition Date: November 14, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Matthew M. Murphy, Esq.
                  DLA PIPER LLP
                  203 N. LaSalle Street, Suite 1900
                  Chicago, IL 60606
                  Tel: (312) 368-4077
                  Fax: (312) 251-2177
                  E-mail: matt.murphy@dlapiper.com

Debtor's
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS

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

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

The petition was signed by Judy Amiano, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Loyola University                  Unpaid Rent          $1,541,745
820 N. Michigan Avenue
Chicago, IL 60611

City of Chicago                    Unpaid Development     $453,519
121 N. LaSalle Street              Obligation
Chicago, IL 60602

Greystone Development              Contract Claim         $356,200
222 W. Las Colina Boulevard, Suite 2100
Irving, TX 75039

Sodexo, Inc. & Affiliates          Trade Debt             $297,603
6155 Park Place Square, Suite 2
Lorain, OH 44053

Alliance Rehab, Inc.               Trade Debt             $132,406

Christian Brothers Risk            Insurance              $106,751

Alliance Pharmacy Services, LLC    Trade Debt              $70,842

Integrys Energy Services, Inc.     Utilities               $49,257

Perkins & Wills                    Construction Claim      $27,410

American Heritage Protective Svc   Trade Debt              $19,925

CenterPoint Energy Services, Inc.  Utilities               $17,992

Cramer-Krasselt                    Trade Debt              $16,200

Illinois Director of Employment    Workers Comp Claims     $10,948

Anagnos Door Co.                   Trade Debt               $9,400

Hill Mechanical Service            Trade Debt               $8,327

ThyssenKrupp Elevator              Trade Debt               $6,472

Lithographic                       Trade Debt               $6,097

Seniority, Inc.                    Trade Debt               $5,436

Simplex/Grinnell                   Trade Debt               $5,417

Alsco Linen                        Trade Debt               $5,342


CLB HOLDINGS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: CLB Holdings, Inc.
        P.O. Box 511
        Cumming, GA 30028

Bankruptcy Case No.: 11-24696

Chapter 11 Petition Date: November 14, 2011

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

Judge: Robert Brizendine

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS LLC
                  Suite 2700, 230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: mharris@maceywilensky.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Darrel McGowan, et al.                           Unknown
c/o Jesse A. Davis, III, Esq.
150 E Ponce de Leon Ave,#320
Decatur, GA 30030

The petition was signed by Leigh H. Joya, president.


CLEARWIRE CORP: May Skip Debt Payment; Taps Kirkland, Blackstone
----------------------------------------------------------------
The Wall Street Journal's Anton Troianovski, Matt Wirz and Joann
S. Lublin report Clearwire Corp. is considering skipping a big
debt payment that comes due in two weeks, a decision that could
prove a turning point for a company that had hoped to cover the
country with wireless broadband service.

The Journal also reports people familiar with the matter said the
Company is discussing its options with restructuring experts at
Blackstone Group LP and law firm Kirkland & Ellis LLP.

Clearwire had $698 million in cash and short-term investments on
Sept. 30, and can afford to make the $237 million payment due
Dec. 1, the report says.  But it also needs to raise lots of money
if it is to remain in business after the next 12 months.

"It's a very expensive payment that we have," Chief Executive Erik
Prusch said in an interview, according to the Journal.  "It would
be a significant drain of our cash, so we have to evaluate
everything in terms of our decision of where we're going."

The Journal relates Clearwire has a 30-day grace period after
Dec. 1 to make the payment.  Mr. Prusch said he is focused on
cutting new service deals and securing more funding.

The Journal says missing a payment would have implications for its
relationship with Sprint Nextel Corp., which owns 54% of the
company.  Sprint has helped fund Clearwire but doesn't control the
company, an arrangement carved out in a 2008 deal that saw Sprint
contribute much of its valuable radio spectrum rights to Clearwire
in exchange for a big equity stake.

The Journal adds that failure to make the payment would raise
concerns about whether the money-losing company can avoid
bankruptcy protection.

According to the Journal, other key players in the saga are
Clearwire's largest bondholders, Capital Research & Management
Co., Fidelity Investments and MacKay Shields, a unit of New York
Life Investment Management Holdings LLC, which would control the
network's fate if it filed for bankruptcy.  Capital Research and
Fidelity are also among Sprint's largest shareholders.

The Journal notes a person familiar with the matter said all three
firms met separately with Sprint this month and urged an
alternative to Chapter 11 for Clearwire, arguing that the most
cost efficient solution would be for Sprint to buy Clearwire in an
all-stock transaction.

                     About Clearwire Corporation

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

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

                          *     *     *

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

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


CONFORCE INTERNATIONAL: Incurs $995,000 Loss in Sept. 30 Qtr.
-------------------------------------------------------------
Conforce International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of US$995,152 on US$54,801 of product revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
US$114,158 on US$55,719 of product revenue for the same period a
year ago.

The Company reported a net loss of $2.1 million on $305,824 of
revenue for the fiscal year ended March 31, 2011, compared with a
net loss of $729,903 on $920,937 on revenue for the fiscal year
ended March 31, 2010.

The Company also reported a net loss of US$1.65 million on
US$54,801 of product revenue for the six months ended Sept. 30,
2011, compared with a net loss of US$407,174 on US$55,719 of
product revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed US$7.15
million in total assets, US$2.16 million in total liabilities and
US$4.98 million in shareholders' equity.

BDO Canada LLP expressed substantial doubt about ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred recurring losses.

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

                        http://is.gd/iSRj1N

                    About Conforce International

Headquartered in Concord, Ontario, Canada, Conforce International,
Inc., has been in the shipping container business repairing,
selling or storing containers for over 25 years.  The Company has
been engaged in the research and development of a polymer based
composite shipping container and highway trailer flooring product.
As a result, the Company has developed EKO-FLOR.  The Company is
now outfitting its new manufacturing facility in Peru, Indiana for
the production of EKO-FLOR for the North American highway trailer
market.


COASTLINE TERMINALS: Paid Debts in Full; Ch. 11 Case Dismissed
--------------------------------------------------------------
The Hon. Lorraine Murphy Weil of the U.S. Bankruptcy Court for the
District of Connecticut dismissed the Chapter 11 case of Coastline
Terminals of Conn. Parent, Inc.

In its motion, the Debtor requested for an order dismissing its
case.  According to the Debtor, it has complied fully with its
obligations under Chapter 11 of the Bankruptcy Code.  The Debtor
will make its final payment to the Office of the United States
Trustee for its quarterly fees and file its final operating report
upon the scheduling of a hearing upon the motion.

The Debtor believes there is no further purpose or need for
reorganization pursuant to Chapter 11 and asserts it is in the
best of interests of the estate that the proceedings be dismissed.

The Debtor relates that its subsidiary has successfully negotiated
and closed on sales of its property in the Bridgeport Harbor
and its property in the New Haven Harbor, the latter being
completed in September 2011.  By these sales People's Bank has
been paid in full eliminating any liability of Debtor to People's
Bank upon its guarantee or co-obligation upon the subsidiary's
indebtedness.

         About Coastline Terminals of Conn. Parent, Inc.

New Haven, Connecticut-based Coastline Terminals of Conn. Parent,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Conn.
Case No. 10-31801) on June 15, 2010.  Carl T. Gulliver, Esq., at
Coan Lewendon Gulliver & Miltenberger LL, assists the Company in
its restructuring effort.  The Debtor disclosed $16,087,000 in
assets and $6,190,413 in liabilities as of the Chapter 11 filing.


COATES INTERNATIONAL: Incurs $810,000 Net Loss in Third Quarter
---------------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $810,775 on $0 of sales for the three months ended
Sept. 30, 2011, compared with a net loss of $502,094 on $0 of
sales for the same period a year ago.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

The Company also reported a net loss of $1.89 million on $125,000
of sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $546,762 on $0 of sales for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.85 million in total assets, $3.91 million in total liabilities,
and a $1.06 million total stockholders' deficiency.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.

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

                        http://is.gd/gzkbKK

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COBB INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cobb International, Inc.
        dba Rotorway International
        7150 W. Erie Street
        Chandler, AZ 85226

Bankruptcy Case No.: 11-31646

Chapter 11 Petition Date: November 14, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Todd A. Burgess, Esq.
                  GALLAGHER & KENNEDY
                  2575 E. Camelback Road, #1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8050
                  E-mail: todd.burgess@gknet.com

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

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb11-31646.pdf

The petition was signed by Lynda Wishart, CEO.


COLTS RUN: Gets Seventh Interim Access to PNC's Cash Collateral
---------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized, in a seventh interim
order, Colts Run, L.L.C. to:

   -- use the cash collateral; and

   -- grant certain liens and provide adequate protection to PNC
   Bank, National Association.

The final hearing on the motion will be held on Dec. 13, 2011, at
10:30 a.m.  Objections to the motion must be filed no later than
Dec. 9, 2011.

A copy of the latest budget is available for free at:

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

                         About Colts Run

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 10-18071) on
April 23, 2010.  Arthur G. Simon, Esq., David K. Welch, Esq.,
Jeffrey C. Dan, Esq., and Scott R. Clar, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, Ill, represent the Debtor in its
restructuring effort.  William E. Huml & Co., Ltds., serves as the
Debtor's accountants.  In its schedules, the Debtor disclosed
$25,085,211 in assets and $23,063,333 in liabilities as of the
Petition Date.

The U.S. Bankruptcy Court for the Northern District of Illinois
entered an order directing the appointment of a Chapter 11 trustee
to oversee the bankruptcy case of Colts Run LLC.

In August 2010, Colts Run filed a full-payment plan of
reorganization and an explanatory disclosure statement.  Plan
distributions, the Debtor proposed, would be made from cash
deposits existing at the confirmation and from proceeds realized
from the continued operation of the Debtor's business.  The Debtor
does not intend to liquidate any if its assets to make the
payments.  If necessary, at the point of the balloon payment
coming due to PNC, the Debtor may borrow the funds sufficient to
make the balloon payment.  The Debtor's members (i) Ivan Djurin
and (ii) The Teresa M. Baldwin Trust would retain their equity
interest in the Debtor after confirmation of the Plan.

In March 2011, PNC, which asserts a $23,172,000 claim secured by
perfected liens in substantially all the assets of the Debtor,
succeeded in its request for the appointment of a Chapter 11
trustee to take over the estate.

PNC is represented by Ronald Barliant, Esq., at Goldberg Kohn
Ltd., in Chicago, Illinois.


COMCAM INTERNATIONAL: Delays Filing of 3rd Qtr. of Form 10-Q
------------------------------------------------------------
Comcam International, Inc., informed the U.S. Securities and
Exchange Commission that the Company cannot complete its Form 10-Q
for the period ended Sept. 30, 2011, within the prescribed time
period as management is unable to complete a review of its
consolidated financial statements by Nov. 14, 2011.  The delay
cannot be cured without unreasonable effort or expense.  In
accordance with Rule 12b-25 under the Securities Exchange Act of
1934, the Company anticipates filing its Form 10-Q no later than
five calendar days following the prescribed due date.

                     About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.

The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.19 million
in total assets, $2.10 million in total liabilities and $86,787 in
total stockholders' equity.


COMMERCIAL METALS: Moody's Assigns 'Ba1' CFR; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Commercial Metals Company ("CMC") to Ba1 from Baa3 and
assigned a Ba1 Corporate Family Rating and Probability of Default
Rating. At the same time, Moody's withdrew the company's Prime-3
short-term rating and assigned a Speculative Grade Liquidity
Rating of SGL-2. This concludes the review for downgrade initiated
on July 21, 2011. The rating outlook is negative.

RATINGS RATIONALE

The downgrade to a Ba1 Corporate Family Rating reflects the fact
that although some year-on-year improvement is evidenced, after
adjusting for impairment charges and the exit from CMC Sisak
(CMCS), the company's metrics still remain quite weak as evidenced
by the debt/EBITDA ratio of 5.8x and the EBIT/interest ratio of
1.1x for the year ended August 31, 2011. The downgrade also
reflects Moody's expectations that, despite the recent
announcements that CMC will be exiting its unprofitable CMCS
subsidiary in Croatia, and is undertaking a number of other right
sizing actions, including the closure of several rebar facilities
domestically and internationally, the time horizon to metrics
appropriate for a higher rating will be protracted and the company
will continue to operate with high leverage and weak debt
protection metrics over the next 12 to 18 months. This principally
reflects Moody's view that the steel industry in the US is facing
challenging headwinds and that performance in CMC's Americas
Fabrication segment will remain challenged given ongoing weakness
in the commercial construction industry and legacy backlogs that
need to be worked off. Consequently, Moody's expects debt
protection metrics to only improve slowly and EBIT/interest to
remain below 3x and debt/EBITDA to remain just under 4x.

CMC's Americas Fabrication segment principally produces rebar for
the fabrication of reinforcing and structural steel, and therefore
has lower value added potential and is dependent on sales to the
struggling construction sector. The run-off of higher priced
fabrication contracts, limited new awards, and lower prices and
cost imbalances have caused this segment to incur operating losses
over the last several years. Given the increased shipments of
steel from the mills to the fabrication segment, Moody's believes
one needs to net the operating performance of these two segments.
Despite CMC's strong position in the Texas market, which is
exhibiting stronger fundamentals than other regions, Moody's
believes that upward momentum coming from public works business
will be constrained as government stimulus programs end and states
and municipalities continue to face budget challenges.

Under Moody's Loss Given Default Methodology, the Ba1 senior
unsecured debt rating is at parity with the Corporate Family
Rating reflecting the fact that there is no secured debt in the
capital structure, the revolving credit facility is unsecured, and
the priority accounts payable represent a small portion of the
capital structure.

CMC's liquidity is considered acceptable and reflects Moody's
expectations that operating cash flow and cash balances ($222
million at August 31, 2011) will be sufficient to fund all working
capital and capital expenditures over the next 12 months given the
company's lower capital spend rate. In addition, the company has
no material scheduled debt maturities under its long term debt
over the next twelve to fifteen months. However, in a rapidly
rising price environment for steel or the marketing and
distribution business, working capital requirements could be
meaningful as was evidenced in 2010 and 2011.

The receivables securitization program may be increased to $200
million with the consent of the buyer of the receivables sold
under the program. Moody's expects the company to remain in
compliance with its 2.5 times minimum interest coverage and 60%
maximum debt-to-capital covenants with sufficient cushion.

The negative outlook reflects Moody's concern that the company's
shareholders rights plan or a subsequent response to any potential
transformative proposal by Carl Icahn, who currently owns a 9.98%
interest in the company, may result in a change in the company's
currently conservative financial policies. Implications may
possibly include more shareholder-friendly policies such as debt-
financed dividends, share repurchases or acquisitions. The
negative outlook also reflects Moody's view of the headwinds
facing the steel industry over the next six months as well as
Moody's expectations that the commercial construction industry
will not show meaningful signs of strengthening until at least
2013.

CMC's rating could be downgraded if economic weakness and
increased competition dampen sales growth, leading to a further
deterioration in operating performance and credit metrics. A
transition to more shareholder-friendly financial policies would
likely also have a negative impact on the company's rating.
Quantitatively, the rating could be downgraded if EBIT margin does
not show improvement towards 4%, and debt-to-EBITDA and EBIT-to-
interest expense is likely to be sustained above 4.0 times and
below 2.5 times, respectively.

The rating is unlikely to be upgraded in the near term, given the
challenges facing CMC's operations and the uncertainty surrounding
the implications of Carl Icahn's ownership in the company. The
rating could be upgraded should economic fundamentals in the U.S.
strengthen and the preservation of conservative financial policies
become more certain. Quantitatively, the rating could be upgraded
if the debt-to-EBITDA ratio is sustainable at or below 3x, the
EBIT/interest ratio above 4x and the free cash flow/debt ration
above 8%.

Downgrades:

   Issuer: Commercial Metals Company

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1,
      LGD4, 60% from Baa3

Assignments:

   Issuer: Commercial Metals Company

   -- Probability of Default Rating, Assigned Ba1

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

   -- Corporate Family Rating, Assigned Ba1

Outlook Actions:

   Issuer: Commercial Metals Company

   -- Outlook, Changed To Negative From Rating Under Review

Withdrawals:

   Issuer: Commercial Metals Company

   -- Senior Unsecured Commercial Paper, Withdrawn, previously
      rated P-3

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

Headquartered in Irving, Texas, Commercial Metals Company (CMC)
manufactures steel through its four minimills and one micromill in
the United States and its minimills in Poland and Croatia.
Collectively, these mills have an estimated annual production
capacity of approximately 4.7 million tons. CMC also operates
steel fabrication facilities, a copper tube mill, ferrous and
nonferrous scrap metal recycling facilities, and is involved in
the marketing and distribution of steel, other metals and
industrial raw materials. The company exited its joist and deck
business in 2010. The company's main business segments are:
Americas Mills, Americas Recycling, Americas Fabrication,
International Mills (all non-U.S. mills, fabrication and
recycling) and International Marketing and Distribution (includes
the U.S. trading and distribution divisions). CMC's vertically
integrated business model enables it to supply its low-cost
domestic minimills with ferrous scrap, sell scrap when market
conditions are favorable, and market and distribute its finished
and semi-finished products internationally. CMC generated revenues
of approximately $7.9 billion and shipped 4 million tons of steel
in the fiscal year ending August 31, 2011.


COMMONWEALTH BIOTECH: Incurs $36,000 Net Loss in Third Quarter
--------------------------------------------------------------
Commonwealth Biotechnologies, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $36,041 on $148,495 of total revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$238,085 on $144,873 of total revenues for the same period a year
ago.

The Company also reported a net loss of $64,795 on $445,485 of
total revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $711,414 on $460,579 of total revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.74 million in total assets, $3.95 million in total liabilities,
and a $214,055 total stockholders' deficit.

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

                        http://is.gd/JDUk5j

                About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies offers
cutting-edge peptide research and development products and
services to the global life sciences industry.  CBI now operates
through its Australian subsidiary, Mimotopes, Pty Ltd.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


COMMUNITY TOWERS: Gets Second Access to CIBC Cash Collateral
------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation authorizing
Community Towers I, LLC, et al., to use the cash collateral which
CIBC, Inc. assert an interest.

Pursuant to the stipulation:

   1. CIBC consents to the use of cash collateral on an interim
   basis pending the final hearing, provided, among other things:

   a. The Debtors may not use cash collateral to pay the amounts
   set forth in the "Owner Draw" line item without written consent
   from CIBC;

   b. The Debtors may exceed and pay any expense line item by 10%
   provided that it does not exceed the aggregate budgeted
   expenditures for any period by more than 5%, and carry over
   unused funds budgeted in any period for use in future periods.

   c. The Debtors will provide to CIBC a weekly variance report.

   d. In the event an expense item arises that is not addressed in
   the Budget, or an item exceeds the Budget amount by more than
   10%, the Debtors will promptly notify CIBC of the expense and
   request its consent to use cash collateral to pay the expense.

A final hearing is set for Nov. 28, 2011, at 1:30 p.m.  Direct
testimony, if any, will be submitted and received by declarations,
provided that the declarant is made available for cross
examination at the final hearing.  All declarations and
supplemental briefing, if any, will be filed no later than
Nov. 21, 2011.

CIBC, Inc. is represented by Adam A. Lewis, Esq., at Morrison &
Foerster LLP, A Professional Corporation.

                   About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N. D. Calif. Lead Case Case
No. 11-58944) on Sept. 26, 2011, in San Jose, California.  John
Walshe Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I LLC estimated up to $50 million in both assets and debts.


COMMUNITY TOWERS: Amends List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Community Towers I, LLC, et al., have filed with the U.S.
Bankruptcy Court for the Northern District of California an
amended list of its 20 largest unsecured creditors.  The Debtors
took out Rockwell Automation and Ryzen Solutions from the list,
and added Sunk-O Investment Corporation and Electronic Design.

Debtor's Amended List of Its 20 Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
Dependency Advocacy Center
111 W. Saint John Street
Suite 333                        Deposit/Prepaid
San Jose, CA 95113               Rent                 $68,309.45

Talesun Solar USA Ltd
111 W. Saint John Street
Suite 900                        Deposit/Prepaid
San Jose, CA 95113               Rent                 $65,467.50

Child Development, Inc.
4340 Stevens Creek Boulevard
Suite 260
San Jose, CA 95129               Deposit              $28,150.20

Law Offices of Eric Mogensen     Trade                $25,747.00

James Jeffrey and Sons Painting  Trade                $21,950.00

Manriquez Construction, Inc.     Trade                $20,488.00

Sunk-O Investment Corporation    Deposit/Prepaid
                                 Rent                 $20,340.00

ACFN Franchised, Inc.            Deposit              $18,000.00

VirtualPBX.com                   Deposit              $16,509.18

RBF Consulting                   Deposit/Prepaid
                                 Rent                 $15,596.30

SunWize Technologies, Inc.       Deposit              $14,780.50

Keiro Technologies, Inc.         Deposit              $13,549.41

Lautze and Lautze                Deposit              $13,214.00

Law Offices of BJ Fadem          Deposit               $9,749.33

Opportunity Fund                 Deposit               $9,414.66

Habitec                          Deposit               $9,001.72

Harvey Crumb                     Deposit/Prepaid
                                 Rent                  $8,712.90

Electronic Design                Deposit/Prepaid
                                 Rent                  $8,384.20

Exit Certified                   Deposit               $7,941.00

Anatomage, Inc.                  Deposit               $7,263.70

                   About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N. D. Calif. Lead Case Case
No. 11-58944) on Sept. 26, 2011, in San Jose, California.  John
Walshe Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I LLC estimated up to $50 million in both assets and debts.


CONVERSION SERVICES: Incurs $25,000 Net Loss in Third Quarter
-------------------------------------------------------------
Conversion Services International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $25,487 on $3.94 million of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $314,774 on $3.78 million of revenue for the same period a
year ago.

The Company also reported a net loss of $733,505 on $11.31 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $796,124 on $13.41 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.15 million in total assets, $6.96 million in total liabilities,
and a $3.81 million total stockholders' deficit.

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

                        http://is.gd/i7itTh

                  About Conversion Services Int'l

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

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

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


COMPETITIVE TECHNOLOGIES: Incurs $537,000 Loss in Sept. 30 Qtr.
---------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $537,665 on $1.19 million of product sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$1.09 million on $107,996 of product sales for the three months
ended Oct. 31 2010.

The Company also reported a net loss of $1.84 million on
$3.33 million of product sales for the nine months ended Sept. 30,
2011, compared with a net loss of $2.30 million on $1.67 million
of product sales for the nine months ended Oct. 31, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$5.95 million in total assets, $6.36 million in total liabilities,
all current, and a $409,428 total shareholders' deficit.

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

                        http://is.gd/v9tD4a

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.


CRAWFORD FURNITURE: Plans to Close Business on Feb. 9
-----------------------------------------------------
Dennis Phillips at the Post-Journal reports that Crawford
Furniture Manufacturing Corporation said it will close on Feb. 9,
2012.  The closing of the plant may be temporary or it may become
permanent.  Brett Cappa, Crawford furniture management team
official, said no decision will be made until that time.

The report, citing state Labor Department's Web site, on Nov. 14,
2011, Crawford officials filed a work adjustment and retraining
notification detailing that it would be closing its plant, which
would affect 101 employees.  The notification states the layoffs
will occur during a 14-day period between Feb. 9 and 22.  The
reason given for the plant closing was the economy.

"Our goal is to hopefully close the plant for two weeks as part of
our restructuring plan and then recall all our employees," the
report quotes Mr. Cappa as stating.  "Crawford Furniture will be
launching an aggressive national marketing plan starting the first
of the year.  Crawford's goal will be to create and maintaining
enough business nationally for us to sustain ourselves and open
our manufacturing plant back up on February 27."

                    About Crawford Furniture

Crawford Furniture Manufacturing Corp., of Jamestown, New York,
has been a leading manufacturer for more than 120 years of quality
100% solid wood furniture.  Manufacturing was started in 1883 by
two Swedish craftsmen and was originally known as the Swedish
Furniture Manufacturing Corporation.  Manufacturing specializes in
the manufacture of bedroom and dining room furniture from solid
wood, specifically ash, cherry, maple and oak, that is purchased
within a 150-mile radius of its factory in Jamestown.

Crawford Furniture Retail Outlet, Inc., has operated five retail
stores in western New York since 2004.  Retail also operates a
warehouse/delivery depot at Benderson Development Park, in
Cheektowaga, New York.

Crawford Furniture Manufacturing filed for Chapter 11 bankruptcy
(Bankr. W.D.N.Y. Lead Case No. 11-12945) on Aug. 25, 2011.
Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, serves as
the Debtors' counsel.   The Debtor disclosed $8,588,970 in assets
and $1,541,201 in liabilities.  Retail filed a separate Chapter 11
petition on the same day.  The cases are jointly administered.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.


CROSS COUNTY: Cash Collateral Hearing Continued Until Dec. 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
continued until Dec. 12, 2011, at 10:30 a.m., the hearing to
consider Cross County National Associates, LP's motion for
authority to use Cathay Bank's cash collateral.

As reported in the Troubled Company Reporter on Aug. 29, 2011, as
adequate protection for Cathay Bank's interest in cash collateral,
Cathay Bank is granted replacement liens on all of the property
and assets of the Debtor, and an administrative expense claim.

As further adequate protection for its interest in cash
collateral, the Debtor will pay Lender the sum of $112,000, plus
$30,000 each month beginning in September 2011 and continuing
until the right to use Cash Collateral expires or is terminated.

At the hearing, the Court will also consider Cathay Bank's motion
for relief from automatic stay without waiver of 30-day hearing
requirement as to:

   -- real property known as Cross County Mall and Located at 700
   Broadway Avenue East, Mattoon, Illinois and associated
   equipment and personal property;

   -- two parcels of unimproved real property known as cooks lane
   property, located in Tarrant County, Texas, and Conrood Land,
   located in Denton County, Texas.

                   About Cross County National

Plano, Texas-based Cross County National Associates, LP, dba Cross
County Mall, owns a retail shopping center known as "Cross County
Mall" located at 700 Broadway East, Mattoon, Illinois.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
11-40915) on March 28, 2011.  John P. Lewis, Jr., Esq., who has an
office in Dallas, Texas, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $12.4 million in
assets and $13.0 million in liabilities.


CROSS COUNTY: Inks Secured Claims Settlement, Wants Case Dismissal
------------------------------------------------------------------
Cross County National Associates, LP, asks the U.S. Bankruptcy
Court for the Eastern District of Texas to dismiss its Chapter 11
case.

The Debtor relates that it has entered into a settlement agreement
with secured lender Cathay Bank regarding the secured claims held
by secured lender and the creditor's collateral.  Consequently,
the Debtor no longer needs the protection of the U.S. Bankruptcy
Code in order to reorganize its financial affairs and to pay its
creditors.

The Debtor owns and operates three parcels of real property: (a) a
commercial shopping center located in Matoon, Illinois, known as
"Cross County Mall"; (b) approximately 23.237 acres of unimproved
land located in Tarrant County, Texas, known as the "Cooks Lane"
property; and (c) approximately 82.203 acres of unimproved land
located in Denton County, Texas, known as the "Coonrod Land".

Substantially all of the Debtor's assets and properties, including
the real property, are encumbered by liens and security interests
held by Cathay Bank to secure claims in the approximate aggregate
amount of $10,090,208 as of the Petition Date.

The Debtor proposes to pay all fees due the U.S. Trustee as a
condition to and in conjunction with any dismissal of the case.

                   About Cross County National

Plano, Texas-based Cross County National Associates, LP, dba Cross
County Mall, owns a retail shopping center known as "Cross County
Mall" located at 700 Broadway East, Mattoon, Illinois.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
11-40915) on March 28, 2011.  John P. Lewis, Jr., Esq., who has an
office in Dallas, Texas, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $12.4 million in
assets and $13.0 million in liabilities.


CRYOPORT INC: Incurs $2 Million Net Loss in Sept. 30 Quarter
------------------------------------------------------------
CryoPort, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.03 million on $110,713 of net revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $1.51 million on
$124,409 of net revenues for the same period a year ago.

The Company also reported a net loss of $4.08 million on $234,464
of net revenues for the six months ended Sept. 30, 2011, compared
with a net loss of $2.83 million on $275,869 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$6.43 million in total assets, $3.92 million in total liabilities,
and $2.50 million in total stockholders' equity.

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

                         http://is.gd/V1HkLj

                         About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.


CRYSTAL CATHEDRAL: Chapman Univ. Raises Offer to $59 Million
------------------------------------------------------------
The Associated Press reports that Chapman University upped its
offer to $59 million on Nov. 16, 2011.

According to the report, the offer topped a $57.5 million offer
that the Roman Catholic Diocese of Orange made on Nov. 14, 2011,
intensifying a bidding war between the two potential buyers.  The
diocese's offer for $57.5 million also offers a short-term lease
of core buildings.

The report says Chapman's latest offer includes the option to
lease most of the core buildings back to the ministry for $25,000
for 10 years, with annual 3% rent increases.

The report relates that Judge Robert Kwan was expected to decide
on Nov. 17, 2011, which of the two buyers can take possession of
the 3,000-seat church that fell on hard times in recent years.

                      About Crystal Cathedral

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

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

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

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


CYBERDEFENDER CORP: Incurs $5 Million Net Loss in Third Quarter
---------------------------------------------------------------
Cyberdefender Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $5.03 million on $11.78 million of total net revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $10.88 million on $12.74 million of total net revenue for
the same period a year ago.

The Company also reported a net loss of $17.58 million on
$39.88 million of total net revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $31.21 million on
$31.93 million of total net revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$7.96 million in total assets, $42.54 million in total
liabilities, and a $34.58 million total stockholders' deficit.

                         Bankruptcy Warning

During the third quarter, the Company closed two private offerings
of subordinated convertible promissory notes to accredited
investors, totaling $3.2 million with a commitment for another
$2.0 million.  The Company believes, but cannot insure, that the
$5.2 million will be sufficient to permit the Company to continue
to operate until it can secure the additional financing that it
requires to continue to operate as a going concern and to repay
the approximately $11.7 million of debt owed to GR Match, LLC, due
on March 31, 2012.  The accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern; however, if additional financing is not secured, it would
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company is presently engaged in active discussions with
existing and prospective investors to secure additional financing,
but there are no commitments at this time and the Company can give
no assurance that the additional financing can be secured on
favorable terms, or at all.  If the Company cannot obtain
additional financing, the Company may be forced to further curtail
its operations, or possibly be forced to evaluate a sale of the
Company or consider other alternatives, such as bankruptcy.

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

                         http://is.gd/X3mcQ8

                         About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

                      May Consider Bankruptcy

"We are presently engaged in active discussions for additional
investments by existing and prospective investors but we have no
funding commitments in place at this time and we can give no
assurance that such capital will be available on favorable terms,
or at all.  If we cannot obtain financing, then we may be forced
to further curtail our operations, or possibly be forced to
evaluate a sale or consider other strategic alternatives such as
bankruptcy," the Company said in Form 10-Q for the quarter ended
June 30, 2011.


DAIS ANALYTIC: Incurs $895,000 Net Loss in Third Quarter
--------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $895,384 on $625,949 of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $1.16 million on
$952,374 of revenue for the same period a year ago.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company also reported a net loss of $3.38 million on
$2.61 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.94 million on $2.36 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.69 million in total assets, $8.79 million in total liabilities,
and a $6.09 million total stockholders' deficit.

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

                         http://is.gd/3961AX

                         About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

Cross, Fernandez & Riley LLP, in Orlando, Fla., 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 incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


D.C. DEVELOPMENT: Taps Invotex as Fin'l Restructuring Consultant
----------------------------------------------------------------
D.C. Development LLC asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Invotex Group as
financial restructuring consultant to assist the Debtor in
analyzing and managing cash flow, assisting in valuing its assets,
as necessary, and formulating and filing a confirmable plan of
reorganization, as promptly as possible.

The firm will be compensated by the Debtor for its services
actually rendered on an hourly basis at the firm's customary
rates.

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

                     About D.C. Development

D.C. Development, LLC, along with affiliates, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-30548) on Oct. 15, 2011.
Karen F. Myers signed the petition as managing member of Spiker
LLC.  The Debtor disclosed $91,155,814 in assets and $46,141,245
in liabilities.


DECORATOR INDUSTRIES: Committee Taps CBIZ as Financial Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Decorator Industries, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Florida for permission to retain the
firm of CBIZ MHM, LLC, and CBIZ, Inc., as its financial advisors.

CBIZ will be assisting the Committee, as needed, in regard to the
financial implications of the Debtor's restructuring and related
Plan.  In particular, CBIZ will perform, among other things:

   a. analyze the financial operations of the corporation before
   and after the date of the filing of the petition;

   b. assist the Committee in its review of monthly operating
   reports; and

   c. assist the Committee in its evaluation of cash flow or other
   projections prepared by the Debtors.

The Committee anticipates the services will be performed by these
CBIZ personnel and their hourly rates are:

         Jeffrey T. Sutton, managing director      $595
         Managing Directors and Directors       $385 - $595
         Senior Managers and Managers           $250 - $385
         Associates                             $100 - $285

For the first four month fee application period, CBIZ has agreed
not to seek fees in excess of $50,000 without further notice to
the U.S. Trustee and the Court.

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

                    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.  Richard Gross and the accounting firm of
Louis Plung & Company serves as outside auditor for its 401-K
Plan, and Therese M. Geise, Steve Pettit and Jeremy McClements and
the firm of Robert Bradley Associates, LLC d/b/a CB Richard
Ellis/Bradley, serve as commercial real estate brokers.  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.


DECORATOR INDUSTRIES: Creditors Panel Taps Platzer as Lead Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Decorator Industries, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Florida for permission to retain
Sydney G. Platzer, and the law firm of Platzer, Swergold, Karlin,
Levine, Goldberg & Jaslow, LLP as lead counsel.

Mr. Platzer, a member of the firm, tells the Court that the firm's
personnel hourly rates are:

         Partners                          $495 - $690
         Associates                        $255 - $495
         Legal Assistants and Paralegals      $185

Attorneys who will be principally working on the case and their
hourly rates are:

         Mr. Platzer                          $690
         Scott Levine                         $530
         Clifford A. Katz                     $495
         Teresa Sadutto-Carley                $330

Mr. Platzer adds that in recognition of the hourly rates utilized
by law firms in the state of Florida and other jurisdictions
around the country, Platzer has agreed that its structure will be
no greater than the rate structure utilized by the Debtor's
counsel during the duration of the Bankruptcy Case for attorneys
with comparable experience.

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

                    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.  Richard Gross and the accounting firm of
Louis Plung & Company serves as outside auditor for its 401-K
Plan, and Therese M. Geise, Steve Pettit and Jeremy McClements and
the firm of Robert Bradley Associates, LLC d/b/a CB Richard
Ellis/Bradley, serve as commercial real estate brokers.  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.


DECORATOR INDUSTRIES: Genovese Joblove OK'd as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized, on a final basis, Decorator Industries, Inc., to
employ Paul J. Battista, Esq. and the law firm of Genovese Joblove
& Battista under a general retainer as restructuring and general
bankruptcy counsel.

As reported in the Troubled Company Reporter on Oct. 20, 2011, the
hourly rates for the attorneys at Genovese range from $195 to
$595 per hour, and for egal assistants range from $75 to $170.
Attorneys who will be principally working on the case and their
hourly rates are:

         Paul J. Battista             $595
         Mariaelena Gayo-Guitian      $435
         Heather L. Harmon            $410
         Michael L. Schuster          $295

On Aug. 9, 2010, Genovese received an initial retainer from the
Debtor in the amount of $15,000.  On Nov. 23, 2010, Genovese
received a further retainer from the Debtor in the amount of
$100,000.  The retainers were used to pay for Genovese's
prepetition invoices.

On Oct. 3, 2011, Genovese received a new retainer from the Debtor
in the amount of $100,000.  Prior to the filing of the bankruptcy
case, Genovese transferred an amount equal to $19,527 from the
Retainer to Genovese's operating account to pay the accrued fees
and expenses incurred by GJB during the month of September 2011.
As a result, Genovese had a net Retainer for the Chapter 11 case
in the amount of $80,472.  As of the Petition Date, the Chapter 11
Retainer has been transferred to the attorneys' trust account of
Genovese.

Mr. Battista, a shareholder of GJB, assured the Court that GJB is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    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.  Richard Gross and the accounting firm of
Louis Plung & Company serves as outside auditor for its 401-K
Plan, and Therese M. Geise, Steve Pettit and Jeremy McClements and
the firm of Robert Bradley Associates, LLC d/b/a CB Richard
Ellis/Bradley, serve as commercial real estate brokers.  The
Debtor estimated assets of $10 million to $50 million and debts of
$1 million to $10 million.

The five-member Official Committee of Unsecured Creditors has
tapped Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP
as lead counsel and CBIZ MHM, LLC, and CBIZ, Inc., as its
financial advisors.


DELPHI AUTO: Opens Down 3.4% Post-IPO After Pricing at Low End
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Auto parts maker
Delphi Automotive PLC failed to gain traction with investors
during its IPO debut.

As reported in the Troubled Company Reporter on Nov. 10, 2011, New
York hedge fund manager John Paulson plans to sell as much as
$580 million in stock of Delphi Automotive PLC in the auto parts
maker's proposed initial public offering, the only of its four
biggest investors to sell.

                        About Delphi Corp.

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

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

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

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

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

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

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


DELTEK INC: S&P Lifts Rating on Revolving Facility to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on Deltek Inc.'s $30 million, first-lien revolving credit facility
and $200 million, first-lien term loan to 'BB+' (two notches above
the company's corporate credit rating) from 'BB'. "We also
simultaneously revised the recovery ratings on this debt to '1'
from '2'. The '1' recovery rating indicates our expectation for
very high (90% to 100%) recovery in the event of a payment
default," S&P said.

"Deltek has made more than $30 million in voluntary prepayments on
its term loan since we first rated the deal in November 2010.  The
company has also successfully integrated three acquisitions since
our last analysis, which has expanded their business both
geographically and into new end markets.  These factors lead us to
believe that the company would be more valuable in a hypothetical
default, and we revised our valuation accordingly.  The change to
the recovery and issue-level ratings is the product of this
combination of debt repayment and an increase in our valuation for
the company," S&P said.

"Deltek's corporate credit rating is 'BB-' and remains unchanged
as does its stable outlook.  The company's ratings reflect its
significant financial risk profile and good discretionary cash
flow, but also its limited operational scale and narrow business
focus in a highly competitive industry.  Although the recent
acquisitions have improved recovery prospects in our opinion, we
believe ongoing expansion and investment are necessary before the
company achieves business characteristics beyond its current weak
business risk profile assessment," S&P said.

Ratings List

Deltek Inc.
Corporate Credit Rating      BB-/Stable/--

Upgraded; Recovery Rating Revised
                              To                From
Deltek Inc.
Senior Secured               BB+               BB
   Recovery Rating            1                 2


DEX ONE: Downgraded to CCC+ on Declining Revenues
-------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dex One
Corp. and related entities to 'CCC+' from 'B-'.  The outlook is
negative.

"At the same time, we lowered the issue-level rating on Dex Media
East's $726 million outstanding term loan and Dex Media West's
$627 million outstanding term loan to 'CCC'.  We revised the
recovery ratings to '5' from '4', indicating our expectation of
modest (10% to 30%) recovery for lenders in the event of a payment
default," S&P said.

"In addition, we revised our issue-level rating on R.H. Donnelley
Inc.'s $966 million outstanding term loan due 2014 to 'CCC' from
'B-'. The recovery rating on this loan is '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"We also lowered the rating on Dex One Corp.'s subordinated $300
million notes due 2017 to 'CCC-' from 'CCC'.  The recovery rating
remains at '6', indicating our expectation of negligible recovery
(0% to 10%) in the event of a payment default," S&P said.

"The rating action is based on Dex One Corp.'s continued weak
operating performance and its announcement that it is exploring a
potential amendment, which would allow subpar repurchases of its
term debt," said Standard & Poor's credit analyst Chris Valentine.
He explained, "The term loan is trading at a very significant
discount to the par value, which we believe suggests a high
probability of a subpar buyback sometime over the next 12 months.
Under Standard & Poor's criteria, we would view these subpar
buybacks as tantamount to a default."

"The negative outlook reflects our expectation that Dex One's
declining business fundamentals could hinder refinancing of its
2014 $2.30 billion debt maturity.  We could lower the rating if it
appears likely that ad sale declines will continue unabated over
the next 12 to 18 months.  We could also lower the rating if we
become convinced the company could violate financial covenants due
to future step-downs and persistent EBITDA declines in 2012 or
2013.  Another scenario that would lead to a downgrade is if the
company is successful in getting an amendment that would allow
subpar repurchases of debt, which under our criteria is tantamount
to a default.  An upgrade, which we do not anticipate, would
likely involve a sustainable resumption of revenue growth.  We
expect that growth in print advertising sales at small and midsize
businesses will continue under significant structural pressure,"
S&P said.


DIVERSIFIED MANAGEMENT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Diversified Management LLC
        3535 E. Coast Highway, #335
        Corona Del Mar, CA 92625

Bankruptcy Case No.: 11-25871

Chapter 11 Petition Date: November 17, 2011

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

Debtor's Counsel: Stanley D. Bowman, Esq.
                  700 N. Pacific Coast Highway, Suite 202A
                  Redondo Beach, CA 90277
                  Tel: (310) 937-4529
                  E-mail: sb@stanleybowman.com

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

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-25871.pdf

The petition was signed by Moses Mortazavi.


DUSTBIN PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dustbin Properties, LLC
        1735 E. Elgin
        Gilbert, AZ 85295

Bankruptcy Case No.: 11-31575

Chapter 11 Petition Date: November 14, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Michael G. Tafoya, Esq.
                  LAW OFFICE OF MICHAEL G. TAFOYA
                  P.O. Box 930
                  Maricopa, AZ 85139
                  Tel: (602) 539-2426
                  E-mail: michael.tafoya@azbar.org

Scheduled Assets: $2,672,000

Scheduled Debts: $1,611,265

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-31575.pdf

The petition was signed by Victor McCleve, manager.


DYNACO, INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dynaco, Inc.
          fdba Dynaco Food Service
               Dynaco Equipment
               Dynaco Meat
        10 Riverpark Place East, Suite 104
        Fresno, CA 93720

Bankruptcy Case No.: 11-62472

Chapter 11 Petition Date: November 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Hilton A. Ryder, Esq.
                  MCCORMICK BARSTOW LLP
                  5 River Park Place East
                  P.O. Box 28912
                  Fresno, CA 93729-8912
                  Tel: (559) 433-1300

Scheduled Assets: $1,700,535

Scheduled Debts: $5,919,606

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/caeb11-62472.pdf

The petition was signed by Randy Brooks, president.


EAGLE STORAGE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eagle Storage, LLC
        115 SR 60
        Lake Wales, FL 33853

Bankruptcy Case No.: 11-21306

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: James L. Clark, Esq.
                  JAMES L. CLARK, PA
                  701 S. Howard Avenue, Suite 201
                  Tampa, FL 33606
                  Tel: (813) 835-8884
                  Fax: (813) 333-7399
                  E-mail: fedcourt@clarklawyer.com

Scheduled Assets: $500,000

Scheduled Debts: $1,003,946

The Company?s list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-21306.pdf

The petition was signed by Miguel Perez, managing member.


DYNEGY INC: Has $75 Million Third Quarter Net Loss
--------------------------------------------------
Dynegy Inc. announced a net loss of $75 million, or $(0.61) per
diluted common share, during the quarter ended September 30, 2011,
compared to a net loss of $24 million, or $(0.20) per diluted
share, during the same period in 2010. Operating income for the
third quarter of 2011 was $5 million, compared to operating income
of $50 million during the third quarter 2010.  These results
include pre-tax, unrealized, net mark-to-market losses of $13
million ($8 million after-tax) and income of $132 million ($79
million after-tax) in the third quarter of 2011 and 2010,
respectively.  Additionally, results from the third quarter 2010
include after-tax impairment charges of $81 million related to the
Casco Bay asset impairment.  Adjusted EBITDA for the third quarter
of 2011 totaled $106 million, a decrease of $53 million compared
to the third quarter 2010.  Lower generation for both the Coal and
Gas segments together with lower realized prices and spark spreads
contributed to weaker quarter over quarter performance.  Reduced
capacity prices and lower revenues from fewer hedging
opportunities also contributed to weaker 2011 financial
performance.  These reductions were partially offset by a decrease
in general and administrative expenses of $19 million as a result
of ongoing cost savings and PRIDE initiatives.

Net loss for the nine months ended September 30, 2011 totaled
$268 million, or $(2.20) per diluted common share, compared to a
net loss of $70 million or $(0.58) per diluted common share during
the same period in 2010. Operating loss for the first nine months
of 2011 was $150 million compared to operating income of $152
million during the same period in 2010.  These results include
pre-tax, unrealized, net mark-to-market losses of $140 million and
income of $123 million during the nine months ended September 30,
2011 and 2010, respectively.  Adjusted EBITDA for the first nine
months of 2011 was $295 million compared to $436 million during
the same period in 2010.  The reduced operating results can be
attributed to lower spark spreads in the Northeast and California,
lower tolling and capacity payments, lower revenues from hedging
activities and lower generation volumes.  While operating expenses
and general and administrative expenses decreased by $18 million
and $13 million, respectively, due to the Vermilion mothballing,
the South Bay retirement, the timing of outages, and lower salary
and benefit costs; this was insufficient to offset the impact of
lower revenues.

"Several milestones in Dynegy's restructuring occurred during the
third quarter. Our portfolios were realigned by fuel type and
financed at the operating level, we initiated our PRIDE operating
improvement program, and we made significant progress in
addressing our legacy debt load," said Robert C. Flexon, President
and Chief Executive Officer of Dynegy.  "Our PRIDE initiative has
already contributed to the Company's liquidity and earnings
through the re-establishment of the first lien collateral
arrangement and lower fixed operating costs.  Despite these
significant changes during the quarter, our operating teams
remained focused on safe and reliable operations and performed
well."

              Third Quarter Comparative Results

The non-GAAP financial measures of EBITDA and Adjusted EBITDA are
used by management to evaluate Dynegy's business on an ongoing
basis.  Definitions, purposes and uses of such non-GAAP measures
are included in Item 2.02 of our Current Report on Form 8-K filed
with the SEC on November 14, 2011, which is available on the
company's Web site free of charge at http://www.dynegy.com
Reconciliations of these measures to the most directly comparable
GAAP measures are included in the accompanying schedules to this
news release.

                              Three Months Ended Sept. 30, 2011
                              ---------------------------------
                              Coal   Gas   DNE   Other    Total
                              ----   ---   ---   -----    -----
Basic Loss Per Share                                      ($0.61)
Diluted Loss Per Share                                    ($0.61)
Net Loss                                                    ($75)
Plus/(Less):
  Income tax benefit                                        (48)
  Interest expense and debt                                 128
     extinguishment costs

  Depreciation & amortization                                73
     expense
                                                          -----
                               $43   $61  ($27)     $1      $78
Plus/(Less):
  Restructuring costs            4    11     -       -       15
  Mart-to-market (income)        3   (20)   26       4       13
     losses, net
                              ----   ---   ---   -----    -----
Adjusted EBITDA                 $50   $52   ($1)     $5     $106
                              ====   ===   ===   =====    =====


                              Three Months Ended Sept. 30, 2011
                              ---------------------------------
                              Coal   Gas   DNE   Other    Total
                              ----   ---   ---   -----    -----
Basic Loss Per Share                                      ($0.20)
Diluted Loss Per Share                                    ($0.20)
Net Loss                                                    ($24)
Plus/(Less):
  Income tax benefit                                        (17)
  Interest expense                                           92
  Depreciation & amortization                                96
     expense
                              ----   ---   ---   -----    -----
EBITDA                         $145   ($2)  $18    ($14)    $147
Plus/(Less):
  Asset impairments              -   134     -       -      134
  Merger agreement               -     -     -      10       10
     transaction costs

  Mark-to-market (income)      (74)  (43)  (16)      1     (132)
     losses, net
                              ----   ---   ---   -----    -----
Adjusted EBITDA                 $71   $89    $2     ($3)    $159
                              ====   ===   ===   =====    =====

           Segment Review of Results Period-Over-Period

In August 2011, Dynegy reorganized its operations into three
segments: 1) Coal, a 3,132 megawatt fleet of primarily coal based
power plants located in the Midwest, 2) Gas, a 6,771 megawatt
fleet of natural gas plants located primarily in California and
the Northeast, and 3) DNE, 1,570 megawatts of leased natural gas
and coal facilities and 123 megawatts of owned gas and oil
peaking facilities.  The Company has recast its segment
information for all prior periods to reflect this reorganization.
General and administrative expenses are allocated to each
segment.  Management does not allocate interest expense and
income taxes on a segment level and therefore uses operating
income (loss) as the most directly comparable GAAP measure to
Adjusted EBITDA when performance is discussed on a segment level.

    Coal -- Operating income was $4 million compared to $85
million during the third quarters of 2011 and 2010, respectively.
Adjusted EBITDA totaled $50 million during the third quarter 2011
compared to $71 million during the same period in 2010.  Lower
hedged prices and a 12% reduction in generation volumes resulted
in the lower quarterly results compared to 2010.

    Gas -- Operating income was $28 million compared to an
operating loss of $37 million during the third quarters of 2011
and 2010, respectively.  A $134 million pre-tax asset impairment
of the Casco Bay facility in the third quarter of 2010 is
included in the operating loss for 2010.  Adjusted EBITDA for the
Gas segment was $52 million during the third quarter 2011
compared to $89 million during the same period in 2010.  While
higher tolling revenues offset the loss of the South Bay RMR
status in California and weaker capacity prices in the Northeast,
the Gas segment's results were driven primarily by lower power
prices and spark spreads in the Company's key markets which
resulted in lower generation volumes and lower energy margin.
Additionally, the Gas segment saw lower contributions from
commercial activities.

    DNE -- Operating loss was $27 million compared to operating
income of $18 million during the third quarters of 2011 and 2010,
respectively.  The majority of the decrease is due to a net
change in mark-to-market results from income of $16 million in
2010 to a loss of $26 million in 2011.  Adjusted EBITDA was $(1)
million for the quarter and was relatively flat compared to the
corresponding period in 2010.

                    Liquidity and Debt

As of September 30, 2011, Dynegy's consolidated liquidity
was $1,168 million which included $881 million in unrestricted
cash and cash equivalents, $150 million in letter of credit
capacity and $137 million in unused collateral.

As previously announced, both the Gas and Coal segments
entered into new five year credit agreements on August 5, 2011.
The Gas segment's term loan totaled $1,100 million while the Coal
segment's term loan was for $600 million.  These credit
agreements not only refinanced outstanding indebtedness of the
Company, but also provided significant liquidity to the two
operating companies.  Additionally, on September 26, 2011, the
Company completed a cash tender offer for $192 million of bonds
associated with Sithe Independence LLC, a wholly-owned subsidiary
of Dynegy Power, LLC.  As part of the refinancing, Sithe returned
$43 million in previously restricted cash and $83 million in
letters of credit to the Gas segment.

During the quarter, the company also executed first lien
collateral agreements with hedging counterparties which enabled
the Coal and Gas segments to replace previously posted cash
collateral with liens on their assets.  As a result of these new
arrangements, the Company was able to reduce outstanding
collateral related to hedging activities by $131 million through
September 30, 2011.

Between September 30 and November 8, 2011, $30 in previously
posted collateral was returned to the Company as a result of the
first lien structure.  Together the Sithe tender and the first
lien program have resulted in a total of $287 million in
restricted cash and collateral returned between August 5 and
November 8, 2011.

                                        September 30, 2011
                                   ----------------------------
                                    DPC    DMG   Other    Total
                                   ----------------------------
                                           (in millions)

LC capacity, inclusive of           $530   $103     $27     $660
  required reserves
  Less: Required reserves           (15)    (3)     (1)     (19)
  Less: Outstanding letters of     (389)   (76)    (26)    (491)
        credit
                                   ----   ----    ----   ------
LC availability                      126     24       -      150
Cash and cash equivalents            172    249     460      881
Collateral posting account           101     36       -      137
                                   ----   ----    ----   ------
  Total available liquidity        $399   $309    $460   $1,168
                                   ====   ====    ====   ======

                   Consolidated Cash Flow

Cash flow from operations for the nine months ended September 30,
2011, was $50 million after posting $66 million of cash collateral
to the Company's futures clearing managers and bilateral
counterparties, as compared to cash flow from operations for the
first nine months of 2010 of $670 million after the return of $353
million of net cash collateral from the Company's futures clearing
manager and bilateral counterparties.

The year-over-year difference is driven by lower operating
results in 2011 compared to 2010 and a $379 million net change in
collateral associated with broker margins in support of the
Company's hedging program.

Cash flow from investing activities totaled $159 million during
the first nine months of 2011 compared to cash flow used by
investing activities of $614 million in 2010.  For the nine
months ended September 30, 2011, capital expenditures totaled
$185 million, including $60 million in maintenance capital
expenditures and $125 million in environmental capital
expenditures, the latter of which reflects the Company's
continuing investment in environmental upgrades as part of the
Consent Decree.  During the first nine months of 2010, capital
expenditures totaled $270 million, with $106 million in
maintenance capital expenditures and $164 million in
environmental capital expenditures. Additional changes in cash
flow from investing can be attributed in part to the
restructuring activities completed during the quarter, as well as
to liquidation and maturity of short-term investments of cash in
2011.

    Cash flow from financing activities totaled $381 million
during the first nine months of 2011 compared to a use of $36
million during the first nine months of 2010 due to several
refinancing activities completed during the third quarter 2011.

                        Dynegy PRIDE

During Dynegy's August 8, 2011 earnings call, management
announced a new cost and performance initiative: Dynegy PRIDE
(Producing Results through Innovation by Dynegy Employees).  As a
result of the Company's continued focus on PRIDE, significant
future opportunities to streamline costs and enhance performance
have been identified. We expect our combined general and
administrative and cash operating expenses to decrease by $49
million in recurring expenses from 2010 to 2011 attributable to
the combined benefit of prior cost management efforts and PRIDE.

                    Restructuring Update

On November 7, 2011, Dynegy and its direct wholly-owned
subsidiary, Dynegy Holdings, LLC (DH) reached an agreement with a
group of investors holding over $1.4 billion of senior notes
issued by DH regarding a framework for the consensual
restructuring of over $4.0 billion of obligations owed by DH. In
addition, DH and four of its wholly owned subsidiaries -- Dynegy
Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. (Danskammer) and Dynegy Roseton, L.L.C.
(Roseton) -- filed voluntary petitions for relief under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court.

First day motions in the case were heard on November 8, 2011
and the Bankruptcy Court provided the debtors with the authority
to continue providing pay and benefits to employees, paying
suppliers for postpetition goods and services, and continuing
certain other payments and policies on an interim basis.  The
Bankruptcy Court is expected to hear motions related to the
rejection of the Roseton and Danskammer leases and other matters
on December 2, 2011.

A full-text copy of Dynegy's Third Quarter 2011 Financial
Results filed on Form 10-Q with the U.S. Securities and Exchange
Commission is available for free at:

              http://researcharchives.com/t/s?774e

                          Dynegy Inc.
      (Unaudited) Condensed Consolidated Balance Sheet
                        (In millions)
                   As of September 30, 2011

ASSETS
Current Assets
Cash and cash equivalents                                   $881
Restricted cash and investments                              164
Short-term investments                                         -
Accounts receivable, net                                     180
Accounts receivable, affiliates                                -
Inventory                                                    105
Assets from risk-management activities                     2,016
Deferred income taxes                                          4
Broker margin account                                         22
Prepayments and other current assets                         208
                                                       --------
Total Current Assets                                     3,580

Property, Plant and Equipment                              8,749
Accumulated depreciation                                  (2,571)
                                                       --------
Property, Plant and Equipment, net                       6,178
Other Assets
Restricted cash and investments                              633
Assets from risk-management activities                       136
Intangible assets                                            104
Other long-term assets                                       475
                                                       --------
Total Assets                                           $11,106
                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                            $166
Accrued interest                                             118
Accrued liabilities and other current liabilities             95
Liabilities from risk-management activities                2,099
Notes payable and current portion of long-term debt        3,357
Short-term debt, affiliates                                  200
                                                       --------
Total Current Liabilities                                6,035

Long-term debt                                             1,656
Long-term debt, affiliates                                     -
                                                       --------
Long-term Debt                                           1,656
Other Liabilities
Liabilities from risk-management activities                 $159
Deferred income taxes                                        454
Other long-term liabilities                                  315
                                                       --------
Total Liabilities                                        8,619

Commitments and Contingencies
Stockholders' Equity
Common stock                                                  $1
Additional paid-in capital                                 6,073
Subscriptions receivable                                      (2)
Accumulated other comprehensive loss                         (50)
Accumulated deficit                                       (3,464)
Treasury stock                                               (71)
                                                       --------
Total Stockholders' Equity                               2,487
                                                       --------
Total Liabilities and Stockholders' Equity             $11,106
                                                       ========


                          Dynegy Inc.
   (Unaudited) Condensed Consolidated Statement of Operations
                        (In millions)
           For the quarter ended September 30, 2011

Revenues                                                    $516
Cost of sales                                               (298)
                                                       --------
  Gross margin, excl. of depreciation                       218
Operating and maintenance expense                           (107)
Depreciation and amortization expense                        (73)
Impairment and other charges                                  (1)
General and administrative expenses                          (32)
                                                       --------
  Operating income (loss)                                     5
Losses from unconsolidated investments                         -
Interest expense                                            (107)
Debt extinguishment costs                                    (21)
Other income and expense, net                                  -
                                                       --------
  Loss from continuing operations before                   (123)
     income taxes

Income tax benefit                                            48
                                                       --------
Loss from continuing operations                              (75)
Income from discontinued operations, net                       -
                                                       --------
Net loss                                                    ($75)
                                                       ========


                          Dynegy Inc.
  (Unaudited) Condensed Consolidated Statement of Cash Flows
                        (In millions)
           For the quarter ended September 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   ($268)
Adjustments to reconcile net loss to net cash flows:
  Depreciation and amortization                             291
  Impairment and other charges                                2
  Losses from unconsolidated investments, net                 -
  Risk-management activities                                139
  Deferred income taxes                                    (183)
  Debt extinguishment costs                                  21
  Other                                                      37
  Change in working capital:
    Accounts receivable                                      48
    Inventory                                                11
    Broker margin account                                   (26)
    Prepayments and other assets                            (46)
    Accounts payable & accrued liabilities                   87
  Changes in non-current assets                             (67)
  Changes in non-current liabilities                          4
                                                       --------
Net cash provided by operating activities                    $50

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                       ($185)
Unconsolidated investments                                     -
Maturities of short-term investments                         475
Purchases of short-term investments                         (284)
Decrease (increase) in restricted cash & investments         142
Other investing                                               11
                                                       --------
Net cash provided by (used in) investing activities         $159

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowing, net                    $2,022
Repayments of borrowings                                  (1,623)
Debt extinguishment costs                                    (21)
Net proceeds from issuance of capital stock                    3
                                                       --------
Net cash provided by (used in) financing activities         $381

Net increase in cash and cash equivalents                   $590
Cash and cash equivalents, beginning                         291
                                                       --------
Cash and cash equivalents, end                              $881
                                                       ========

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Creditors Committee Formed in Debtors' Cases
--------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Tracy Hope
Davis, U.S. Trustee for Region 2, appointed on November 16, 2011,
five creditors to serve as members of the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Dynegy Holdings
LLC and its debtor affiliates:

   1. U.S. Bank National Association
      60 Livingston Avenue, EP-MN-WSID
      St. Paul, MN 55107-2292
      Phone: (651) 495-3961
      Fax: (651) 495-8100
      Attn: Pamela J. Wieder

   2. Roseton OL, LLC
      The Nemours Building
      1007 Orange St, Suite 1469
      Wilmington, DE 19801
      Phone: (302) 472-7412
      Fax: (302) 472-7216
      Attn: Scott Jennings

   3. Oaktree Capital Management, L.P.
      333 S. Grand Ave, 28th Floor
      Los Angeles, CA 90071
      Phone: (213) 830-6422
      Fax: (213) 830-8522
      Attn: Ken Liang

   4. Wilmington Trust, National Association
      1100 N. Market Street
      Wilmington, DE 19890
      Phone: (302) 651-8681
      Fax: (302) 651-8882
      Attn: Steven Cimalore

   5. Wells Fargo Bank, N.A
      45 Broadway, 12th Floor
      New York, NY 10006
      Phone: (212) 515-5258
      Fax: (866) 524-4681
      Attn: James R. Lewis

U.S. Bank National Association is successor indenture trustee
under the indentures of trust, mortgage, assignment of leases and
rents and a security agreements related to Roseton Units 1 and 2
and Danskammer Units 3 and 4.  These indentures are part of an
integrated "saleleaseback" financing arrangement the debtors used
to acquire two electric power generating facilities located in
Newburgh, New York, known as the Roseton and Danskammer
facilities, for an aggregate purchase price of $954 million.

Roseton OL, LLC, an indirect subsidiary of PSEG Resources Inc.,
entered into a participation and related agreements with Dynegy
Roseton, L.L.C., to provide long-term financing for the
acquisitions of the electric facilities in May 2011.  Roseton OL,
together with another PSEG subsidiary, Danskammer OL LLC,
provided approximately $920 million in financing.  Of that
amount, the PSEG Entities contributed $120 million directly (plus
$18 million towards transaction costs) and financed the remaining
$800 million by using an aggregate of $250 million in 7.27%
Series A Notes and $550,400,000 in 7.67% Series B Notes under the
Roseton and Danskammer Indentures.

Wilmington Trust Company is successor to JPMorgan Chase Bank,
N.A., as indenture trustee to various series of notes issued by
Dynegy Holdings LLC prior to the Petition Date.  These series of
notes issued under the Indenture are outstanding:

-- 8.75% senior unsecured notes in the outstanding aggregate
    principal amount of $88.5 million, due February 15, 2012;

-- 7.5% senior unsecured notes in the outstanding aggregate
    principal amount of $785 million, due June 1, 2015;

-- 8.375% senior unsecured notes in the outstanding aggregate
    principal amount of $1.046 billion, due May 1, 2016;

-- 7.75% senior unsecured notes in the outstanding aggregate
    principal amount of $1.1 billion, due June 1, 2019;

-- 7.125% senior debentures in the outstanding aggregate
    principal amount of $175 million due May 15, 2018; and

-- 7.625% senior debentures in the outstanding aggregate
    principal amount of $175 million due October 15, 2026.

The U.S. Trustee is represented by:

        Eric J. Small, Esq.
        Trial Attorney
        74 Chapel Street
        Albany, NY 12207
        Tel: (518) 434-4553
        Fax: (518) 434-4459

             -- and --

        Brian S. Masumoto, Esq.
        Trial Attorney
        33 Whitehall Street, 21st Floor
        New York, NY 10004
        Tel: (212) 510-0500
        Fax: (212) 668-2255

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Court OKs $5-Mil. Intercompany Loans on Interim
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Dynegy Holdings LLC and its debtor affiliates to
enter into and perform under the Intercompany Credit Agreement on
an interim basis.  The Debtors are allowed, in the interim, to
borrow up to $5 million for working capital, general corporate
purposes, and certain administrative expenses incurred in the
Chapter 11 Cases of the Borrower Debtors.

Loans will be advanced under the Intercompany Credit Facility,
and proceeds thereof will be used in accordance with an initial
13-week operating budget prepared by the Borrower Debtors and
approved by the Lender and a subsequent 13-week operating budget
prepared by the Borrower Debtors and approved by the Lender,
which will be provided to the Lender no later than January 20,
2012.

A copy of the initial 13-week budget is available for free at:

           http://bankrupt.com/misc/Dyngy13WkBudt.pdf

The final hearing, if required, will be held on December 2, 2011
at 10:00 a.m., prevailing Eastern Time, before the Court.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


EAGLE CROSSROADS: Court Approves Gordon Silver as Attorney
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Eagle Crossroads Center LLC to employ Gordon Silver as its
attorney to execute the Debtor's duties as debtor-in-possession
faithfully, and to implement the restructuring and reorganization
of the Debtor.

The firm will charge the Debtor's estates at these hourly rates:

           Shareholders        $455-$700
           Associates          $185-$350
           Paraprofessionals   $130-$175

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

                   About Eagle Crossroads Center

Los Angeles, California-based Eagle Crossroads Center, LLC, owns
and operates a retail shopping center property located at 6464
Decatur Boulevard, in North Las Vegas, Nevada.  The Property has
consistently maintained strong occupancy rates, and is currently
roughly 95% occupied.

Eagle Crossroads Center filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 11-23749) on Aug. 30, 2011, before Judge Bruce T.
Beesley.  Thomas H. Fell, Esq., at Gordon Silver, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets and
debts of $50 million to $100 million as of the Chapter 11 filing.


EASTMAN KODAK: Looks for Buyer for Online Photo-Sharing Gallery
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that in an effort to
raise money to fund its turnaround, Eastman Kodak Co. is trying to
sell its online photo-sharing business, Kodak Gallery, people
familiar with the matter said.

                        About Eastman Kodak

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

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

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

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

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

                           *     *     *

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

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


EDIETS.COM INC: Incurs $1.5 Million Net Loss in Third Quarter
-------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.50 million on $4.54 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$3.64 million on $6.01 million of total revenue for the same
period during the prior year.

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company also reported a net loss of $2.73 million on
$17.42 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $42.01 million on
$16.46 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

"During the third quarter, we continued to maintain a conservative
approach toward spending on customer acquisition," said Kevin
McGrath, President and Chief Executive Officer of eDiets.com.
"While this decrease in advertising expense resulted in fewer new
customers and lower revenues than the prior year, our higher
operating efficiencies enabled us to significantly improve our
EBITDA loss from the third quarter of 2010.  In this regard, sales
conversion improved significantly during the third quarter.  We
remain focused on driving sales through new marketing initiatives
and we continue to test and refine our advertising in advance of
the 2012 diet season.  In October, we introduced a home page
redesign, which has shown encouraging initial results in further
increasing our overall conversion to sales.  In addition, we
renewed our partnership with NBC Universal and Reveille LLC for
The Biggest Loser Meal Plan and we are scheduled to be integrated
into the reality show in November 2011 and January 2012."

                         Bankruptcy Warning

eDiets.com said that in light of the Company's results of
operations, it has intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more of
its lines of business or all or a portion of its assets, entering
into a business combination, reducing or eliminating operations,
liquidating assets, or seeking relief through a filing under the
U.S. Bankruptcy Code.  These possibilities, to the extent
available, may be on terms that result in significant dilution to
our existing stockholders.

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

                        http://is.gd/0BMIdu

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com


FILENE'S BASEMENT: Section 341(a) Meeting Scheduled for Dec. 6
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Filene's Basement, Inc. on Dec. 6, 2011, at 10:00 a.m.  The
meeting will be held at Eastern Time, J. Caleb Boggs Federal
Building, 844 King Street, 5th Floor, Room 5209, Wilmington,
Delaware.

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

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

                    About 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 ACCEPTANCE: A.M. Best Affirms 'B' FSR; Outlook Positive
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B (Fair) and issuer credit ratings (ICR) of "bb+" of First
Acceptance Insurance Group (First Acceptance) (Nashville, TN) and
its pooled members.  Concurrently, A.M. Best has affirmed the ICR
of "b" of the group's ultimate parent holding company, First
Acceptance Corporation (Delaware) [NYSE: FAC].  The outlook for
all ratings is positive.

The rating affirmations primarily are based on First Acceptance's
inconsistent earnings over the last five years, unprofitable
operating performance in 2011, concentration of risk in highly
competitive non-standard automobile lines and an aggressive growth
strategy to increase production during soft market pricing and a
low interest rate environment.

These negative rating factors are partially offset by First
Acceptance's favorable risk-adjusted capitalization, sound balance
sheet liquidity, generally positive earnings and actions taken by
management to improve profitability.  The group operates under an
intercompany pooling arrangement and proportionately shares in the
overall underwriting performance of First Acceptance.

Earnings over the last five years have been negatively impacted by
increased claims severity, higher expenses and a reduction in
premium revenue due to the weak economy, competitive pricing and
scaling back unprofitable production after a period of rapid
growth.  Losses in the current year primarily are attributed to
higher bodily injury claims, spring and summer storm losses and
higher expenses from initiatives put in place to improve pricing
and fraud detection, as well as severance pay for several top
executives.

First Acceptance's balance sheet is favorable as a result of early
capital contributions to support growth over the last five-year
period and has been maintained by generally profitable operations
over the same period.  However, capitalization is expected to
weaken; although, should remain supportive of the ratings as the
group's new management initiates an aggressive growth plan over
the next few years.  A.M. Best is concerned that earnings
projections will be challenged if pricing, risk selection and
reserving discipline are not maintained, along with growth, during
the current competitive, soft non-standard auto market and low
interest rate environment.

First Acceptance's outlook and ratings may come under negative
pressure if an unfavorable earnings trend develops and its capital
erodes.  However, the ratings could benefit from a favorable
earnings trend, while maintaining favorable risk-adjusted
capitalization.

The FSR of B (Fair) and ICR of "bb+" have been affirmed for First
Acceptance Insurance Group and its following pooled members:

-- First Acceptance Insurance Company, Inc.
-- First Acceptance Insurance Company of Georgia, Inc.
-- First Acceptance Insurance Company of Tennessee, Inc.


FIRST STREET: Employs Colliers Parrish as Appraiser
---------------------------------------------------
First Street Holdings NV LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of California for
permission to employ Colliers Parrish International Inc. as
appraiser to value certain real properties and other assets held
by the Debtors.

The firm it will require at least 45 days to complete the
appraisal of the Debtors' property and assets.

The Debtors tell the Court that it owes $3,000 in unsecured claim
to the firm.

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.  In its
schedules, the Debtor disclosed $81,962,460 in assets and
$80,409,199 in liabilities.


FKF MADISON: Developers Sue McDonald's Over Bankruptcy Claims
-------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the developers
of a defunct Manhattan condominium project, One Madison Park, hit
McDonald's Corp. with a lawsuit Friday in an attempt to lower the
priority of the fast-food giant's claims in the developers'
bankruptcy cases.

                         About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FLOR BARAWID: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Flor De Lys Barawid
        15475 Willow Ranch Trail
        Poway, CA 92064

Bankruptcy Case No.: 11-18598

Chapter 11 Petition Date: November 14, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Craig S. Trenton, Esq.
                  LAW OFFICE OF CRAIG S. TRENTON
                  2150 Fourth Avenue
                  San Diego, CA 92101
                  Tel: (619) 544-0669
                  Fax: (619) 544-0233
                  E-mail: trentonlaw@gmail.com

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

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

A list of the Debtor's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-18598.pdf

The petition was signed by the Debtor.


FLURIDA GROUP: Reports $127,300 Net Income in Third Quarter
-----------------------------------------------------------
Flurida Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $127,379 on $4.2 million of revenues for
the three months ended Sept. 30, 2011, compared with net income of
$69,023 on $3.1 million of revenues for the same period last year.

The Company reported net income of $195,741 on $11.2 million of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $214,403 on $8.5 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $5.1 million
in total assets, $3.4 million in total liabilities, all current,
and stockholders' equity of $1.7 million.

Enterprise CPAs, Ltd., in Chicago, Ill., expressed substantial
doubt about Flurida Group's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that Company's operating history and its customer
concentration may raise doubt about its ability to continue as a
going concern.  "If the Company is unable to generate significant
revenue or secure financing, then the Company may be required to
cease or curtail its operations."

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

                       http://is.gd/9PD90S

Based in Chicago, Flurida Group, Inc., sells appliance parts in
Asia, Europe, Australia, North and South America.  The main
products that the Company sells to these markets are icemakers,
motors, ice water dispensing system, and appliance assemblies.
is the sale of appliance parts in Asia, Europe, Australia, North
and South America.  The main products that the Company sells to
these markets are icemakers, motors, ice water dispensing system,
and appliance assemblies.  These parts are manufactured in China
by Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co.,
Ltd., which is owned 100% by Mr. Jianfeng Ding, the President of
the Flurida Group.


FUTURE COMPUTER: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Future Computer Systems, Inc.
        508 Cahaba Valley Circle
        Birmingham, AL 35124

Bankruptcy Case No.: 11-05856

Chapter 11 Petition Date: November 17, 2011

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

Judge: Tamara O. Mitchell

Debtor's Counsel: Jamie Alisa Wilson, Esq.
                  BENTON & CENTENO, LLP
                  2019 Third Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 278-8000
                  Fax: (205) 278-8008
                  E-mail: jwilson@bcattys.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 11 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/alnb11-05856.pdf

The petition was signed by William T. Carter, president.


GENERAL GROWTH: Nouvelle at Natick Condo Owners Sue Over Fraud
--------------------------------------------------------------
A group of condo owners at Nouvelle at Natick sued General Growth
Properties, Inc., accusing the real estate company of fraud and
inducement in ramming through their home purchases while hiding
the project's problems months before the company filed for
bankruptcy, Craig M. Douglas of Boston Business Journal reported.

The plaintiffs, who purchased 11 units for prices ranging from
$800,000 to $1,200,000, want to rescind their contracts with GGP
and recover damages exceeding their original purchases, the
report stated.

The lawsuit, originally filed in the Middlesex Superior Court,
was removed to a federal court in Boston due to jurisdiction
issues in that GGP and Nouvelle's official owner, Howard Hughes
Corp., are based out of state, the report said.

The group members wrote in court filings that they made multiple
efforts to terminate their contracts as news of GGP's mounting
problems in 2008 and 2009, the report stated.  The group alleges
that its concerns, which largely centered around GGP's finances
and the stability of the Nouvelle development, were dismissed by
GGP executive Aaron Bartels and Nouvelle leasing director Jane
Sheehy, the report said.  The group also accused Mr. Bartels and
Ms. Sheehy of making false assurances over the number of units
under contract and the debt structure backing the 215-unit
development, according to the complaint, the report relayed.

The court filings also cited several construction and operational
deficiencies at Nouvelle, including unheated common areas; faulty
elevators; defective smoke detectors; and a failed sewage pump
that spilled "raw waste" throughout a Nouvelle parking garage,
the report added.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


GENERAL MARITIME: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: General Maritime Corporation
        299 Park Avenue
        New York, NY 10171

Bankruptcy Case No.: 11-15285

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                               Case No.
        ------                               --------
GMR Chartering LLC                           11-15286
General Maritime Subsidiary Corporation      11-15287
General Maritime Subsidiary II Corporation   11-15288
Arlington Tankers Ltd.                       11-15289
General Maritime Investments LLC             11-15290
General Maritime Subsidiary NSF Corporation  11-15291
GMR Administration Corp.                     11-15292
General Maritime Management LLC              11-15293
GMR Agamemnon LLC                            11-15294
GMR Ajax LLC                                 11-15295
GMR Alexandra LLC                            11-15296
GMR Argus LLC                                11-15297
GMR Constantine LLC                          11-15298
GMR Daphne LLC                               11-15299
GMR Defiance LLC                             11-15300
GMR Elektra LLC                              11-15301
GMR George T LLC                             11-15302
GMR GP LLC                                   11-15303
GMR Gulf LLC                                 11-15304
GMR Harriet G LLC                            11-15305
GMR Hope LLC                                 11-15306
GMR Horn LLC                                 11-15307
GMR Kara G LLC                               11-15308
GMR Limited LLC                              11-15309
GMR Minotaur LLC                             11-15310
GMR Orion LLC                                11-15311
GMR Phoenix LLC                              11-15312
GMR Princess LLC                             11-15313
GMR Progress LLC                             11-15314
GMR Revenge LLC                              11-15315
GMR St. Nikolas LLC                          11-15316
GMR Spyridon LLC                             11-15317
GMR Star LLC                                 11-15318
GMR Strength LLC                             11-15319
GMR Trader LLC                               11-15320
GMR Trust LLC                                11-15321
GMR Atlas LLC                                11-15322
GMR Hercules LLC                             11-15323
GMR Maniate LLC                              11-15324
GMR Poseidon LLC                             11-15325
GMR Spartiate LLC                            11-15326
GMR Ulysses LLC                              11-15327
GMR Zeus LLC                                 11-15328
Vision Ltd.                                  11-15329
Victory Ltd.                                 11-15330
Companion Ltd.                               11-15331
Compatriot Ltd.                              11-15332
Consul Ltd.                                  11-15333
Arlington Tankers, LLC                       11-15335
General Product Carriers Corporation         11-15336
Concord Ltd.                                 11-15337
Contest Ltd.                                 11-15338
Concept Ltd.                                 11-15339
GMR Concord LLC                              11-15340
GMR Contest LLC                              11-15341
GMR Concept LLC                              11-15342

Chapter 11 Petition Date: November 17, 2011

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

Judge: Martin Glenn


About the Debtors: General Maritime employs one of the largest
                   tanker fleets engaged in worldwide trade.  The
                   fleet consisted of thirty owned vessels and
                   three chartered vessels.  Net voyage revenue
                   was $201.7 million for 12 months ended
                   Sept. 30, 2011

Debtors' Counsel: Adam C. Rogoff, Esq.
                  KRAMER LEVIN NAFTALIS & FRANKEL LLP
                  1177 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 715-9285
                  Fax: (212) 715-8000
                  E-mail: arogoff@kramerlevin.com

                         - and ?

                  Douglas Mannal, Esq.
                  KRAMER LEVIN NAFTALIS & FRANKEL LLP
                  1177 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 715-9313
                  Fax: (212) 715-8000
                  E-mail: dmannal@kramerlevin.com

Debtors'
Financial
Advisors:         MOELIS & COMPANY


Debtors'
Claims Agent:     GARDEN CITY GROUP INC.

Counsel to
Ad Hoc
Committee of
Prepetition
Senior
Noteholders*:     Paul Leake, Esq.
                  Pedro A. Jimenez, Esq.
                  JONES DAY
                  222 E 41st St # 2
                  New York, NY 10017-6727
                  Tel: (212) 326-3939

The Ad Hoc Committee consists of Capital Research and Management
Company, J.P. Morgan Investment Management, Inc., J.P. Morgan
Securities LLC, Stone Harbor Investment Partners LP, and Third
Avenue Focused Credit Fund.

Total Assets: $1,718,598,000 as of Sept. 30, 2011

Total Liabilities: $1,412,900,000 as of Sept. 30, 2011

The petitions were signed by John C. Georgiopoulos, executive vice
president, treasurer, and secretary.

Consolidated List of the Debtors' 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of New York Mellon,           Bond Debt          $300,000,000
as Indenture Trustee
101 Barclay Street, 8 West
New York, NY 10286

Leeds & Leeds Company, Inc.        Insurance            $6,043,716
74 Trinity Place
New York, NY 10006

Aegean Marine Petroleum S.A.       Trade                $3,781,936
10, Akti Kondyli
185 45, Piraeus, Greece

Fratelli Cosulich S.P.A.           Trade                $1,536,944
P.O. Box 581
Via Dante 5, 34122
Trieste, Italia

Jefferies & Company, Inc.          Professional         $1,136,785
520 Madison Avenue, 12th Floor
New York, NY 10022

Addax Bunkering Services           Trade                $1,124,016
12 Rue Michel-Servet
Geneva, Switzerland

OSM                                Trade                  $997,523
Svinioddveien 12, N-4836
Arendal, Norway

Northern Marine Management         Trade                  $974,985
2 Central Avenue,
Clydebank G81 2QR
Scotland, UK

Anglo Eastern                      Trade                  $953,335
200 Canton Road, #16-02
Southpoint, Singapore 089763

Cosco Shipyard (Zhoushan)          Trade                  $921,932
No. 1, Zhong Yuan road
Nantong, China 226005

Det Norske Veritas-Norway          Trade                  $346,353
NO-1322
Hovik, Norway

BP Marine Ltd.                     Trade                  $300,229
Chertsey Road
Sunbury on Thames
Middlesex TW167BP

Ultramar Network                   Trade                  $256,081
Av El Bosque Norte, No. 500
Piso 18
Vitacura, Chile

Scandinavian Boiler Service, Inc.  Trade                  $177,479

McQuilling Brokerage Partners,     Trade                  $155,616
Inc.

Ocean Automation Solutions PTE     Trade                  $139,903
Ltd.

Suderman & Young Towing Co.        Trade                  $132,165

Wide Travel & Events               Trade                  $124,635

Foss Maritime Company              Trade                  $114,392

Kylin Worldwide (Hongkong) Ltd.    Trade                  $109,328

Genco Shipping & Trading Ltd.      Trade                  $102,590

Tru-Marine Pte Ltd.                Trade                  $100,961

Alfa Laval Aalborg A/S             Trade                  $100,959

Wilhelmsen Huayang Ship Srv        Trade                  $100,000
Shangai

Gulf Agency And Shipping (Nig)     Trade                   $99,256
Inc.

Iss Marine Services Ltda.          Trade                   $98,448

Kuan Tatt Pte Ltd.                 Trade                   $92,845

Inchcape SS-UK                     Trade                   $90,987

Total Lubricants USA, Inc.         Trade                   $83,499

T&T Bisso, LLC                     Trade                   $80,558

Palmali Shipping                   Trade                   $74,269

Moody's Investors Services         Trade                   $72,500

Hanil Fuji (Korea) Co., Inc.       Trade                   $62,348

Kelvin Hughes Ltd.                 Trade                   $61,744

Genesis Shipbrokers Ltd.           Trade                   $61,323

Promar Agency, Ltd.                Trade                   $60,226

Baydelta Maritime                  Trade                   $58,478

Poten & Partners, Inc.             Trade                   $56,378

Dietze & Associates, LLC           Trade                   $55,809

Clarkson Shipping Service USA,     Trade                   $55,589
Inc.

Southport Maritime, Inc.           Trade                   $54,525

Zorovic Maritime Services          Trade                   $54,032

Jonghap Maritime Inc.              Trade                   $53,890

Dynamic Business Systems           Trade                   $53,507

Tauros Automation                  Trade                   $53,432

Alfa Laval Aalborg, Inc.           Trade                   $52,054

Dahlman Rose & Co.                 Professional            $50,000

ICAP Shipping Ltd.                 Trade                   $48,846

ISS Machinery Services             Trade                   $48,402

Wallem Shipmangement Ltd.          Trade                   $48,402


GENERAL MARITIME: S&P Lowers Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on General Maritime Corp. to 'D' from 'SD'.

At the same time, Standard & Poor's lowered its rating on the
company's senior unsecured notes to 'D' (the same as the new
corporate credit rating). The recovery rating on the notes remains
'6', indicating the expectation that lenders will receive
negligible (0%-10%) recovery in a payment default scenario.

"The downgrade reflects confidential information that General
Maritime Corp. has made available to Standard & Poor's regarding
its debt obligations," said Standard & Poor's credit analyst Funmi
Afonja.

General Maritime provides international shipping of crude oil. Its
credit quality has deteriorated significantly over the past year,
primarily because of earnings erosion from weak tanker rates.

"We do not expect a meaningful improvement in credit measures over
the next year because of continued weak tanker rates and the
company's high exposure to the spot market," Ms. Afonja said.


GIORDANO'S ENTERPRISES: Victory Park Buys Pizza Chain for $61.6MM
-----------------------------------------------------------------
Becky Yerak at Chicago Tribune reports that the Giordano's pizza
chain was auctioned on Nov. 16, 2011, for $61.6 million to an
investor group led by Chicago-based private equity firm Victory
Park Capital.

The report notes that the auction's results are likely to mean
that unsecured creditors could receive some of the proceeds.

According to the report, Victory Park's group includes Origin
Capital and Atria Group, both of Chicago, and George and Bill
Apostolou.  George and Bill are Giordano's franchisees and the
sons of John and Eva Apostolou, who owned Giordano's when it went
belly up.  John and Eva will have no stake in the new ownership
group, a source said.

The report says the sale process began shortly after Phil Martino
was appointed as trustee, which occurred in May.  Mr. Martino's
duties included maximizing the value of the chain's assets in the
sales process.

The report says Mr. Martino expects total sales of assets to
exceed $65 million.

According to Bloomberg News, the sale will enable Giordano Pizza
to pay its largest secured creditors and leave funds available for
unsecured creditors.

Bloomberg relates that according to Philip Martino of Quarles &
Brady, the bankruptcy trustee appointed in the case, the first lot
sold was restaurant assets, which included eight company owned
locations and 30 franchise locations.  The second lot, which Mr.
Martino called "other real estate," was comprised of three company
owned locations and five franchise locations.  The third lot
concerned the so-called Rush Street property, which Mr. Martino
described as "a half-block of Chicago."  The Rush Street property
is the location of Giordano's flagship restaurant, which the
debtor will continue to operate, Mr. Martino said.

Victory Park Capital was the highest bidder for the first and
third lots. The second lot was purchased by Origin Funding, LLC,
according to Martino.

                   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, Esq. -- philip.martino@quarles.com -- at
Quarles & Brady, 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.


GIORDANO'S ENTERPRISES: Has Until Dec. 23 to Access DIP Loan
------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois, approved the fourth amendment to
debtor-in-possession loan agreement dated Nov. 2, 2011,
authorizing Philip V. Martino, the duly appointed Chapter 11
trustee for the estates of Giordano's Enterprises, Inc., et al.,
to use cash collateral until Dec. 23, 2011.

The final cash collateral/DIP financing order is also amended to
reflect, among other things:

   1. the Debtors will pay to the postpetition lender an
   additional amendment fee in consideration for Fifth Third
   Bank's agreement to amend the postpetition credit agreement, in
   an amount of $150,000;

   2. on or before Nov. 18, borrowers will obtain one or more
   orders of the Bankruptcy Court approving sale of all or
   substantially all of the borrowers' assets, which sale order
   will be in form and substance acceptable to DIP lender; and

   3. the borrowers will consummate one or more asset sales by
   Dec. 9, 2011.

Under the fourth amendment, the lender agreed to forbear from
exercising its rights and remedies against the Debtors as a result
of the existing defaults, so long as no additional even of default
occurs or has occurred.

A full-text copy of the order and the Fourth Amendment is
available for free at:

http://bankrupt.com/misc/GIORDANOSENT_loanagreement_3rdorder.pdf

                   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.


GIORDANO'S ENTERPRISES: Can Hire Hilco as Furniture Liquidator
--------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Philip V. Martino, the
duly appointed Chapter 11 trustee for the estates of Giordano's
Enterprises, Inc., et al., to:

   -- employ Hilco Fixed Asset Recovery, LLC as liquidator of
   certain furniture, fixtures and equipment located at three
   separate Giordano's-branded restaurants located in the Tampa,
   Florida; and

   -- sell certain furniture, fixtures and equipment free and
   clear of liens, claims, encumbrances and interests.

As consideration for the services to be provided by Hilco, the
trustee will pay these amounts as:

   a. Hilco will be entitled to and receive a fee equal to 17.5%
   of the "gross proceeds" from the sale of the FF&E, plus
   reimbursement of reasonable, out-of-pocket expenses incurred in
   connection with the sale of the FF&E.

   b. The trustee and Hilco will agree on an expense budget for
   the sale of the FF&E, and made part of, the Hilco Engagement
   Agreement.

   c. Gross proceeds of the sale(s) of FF&E, net of the fees and
   reimbursable expenses of Hilco provided for under the Hilco
   Engagement Agreement, will be remitted to the trustee for the
   benefit of the Debtors' estates.

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

Fifth Third Bank has consented to entry of the order.

The Court also ordered that the trustee will remit the net
proceeds of the FF&E sales to Fifth Third Bank, to be applied in
accordance with the financing orders previously entered by the
Court.

                    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.


GRACEWAY PHARMA: Medicis Wins Auction With $455 Million Offer
-------------------------------------------------------------
Tess Stynes, writing for Dow Jones Newswires, reports that Medicis
Pharmaceutical Corp. won a bankruptcy auction bid to acquire
Graceway Pharmaceuticals LLC for $455 million, topping the $275
million cash stalking horse bid from European pharmaceutical
company Galderma SA.

According to Dow Jones, Medicis Chairman and Chief Executive Jonah
Shacknai said the acquisition adds currently approved Gateway
products as well as several mid- and late-stage pipeline products
with combined annual net sales potential of more than $500
million.  The deal is expected to add to Medicis' earnings next
year and the company plans to update its financial guidance when
the deal closes.  The deal requires the approval of Medicis's
board and final approval of the bankruptcy court.

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

                  About Graceway Pharmaceuticals

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

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

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

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

Lowenstein Sandler PC serves as the committee counsel.


GRAND RIVER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Grand River Infrastructure, Inc.
        7505 Highway M-71
        Durand, MI 48429

Bankruptcy Case No.: 11-35206

Chapter 11 Petition Date: November 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Adam Daniel Bruski, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  309 Davidson Building
                  916 Washington Avenue
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  E-mail: adbruski@lambertleser.com

                         - and ?

                  Keith A. Schofner, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232
                  E-mail: kaschofner@lambertleser.com

                         - and ?

                  Rozanne M. Giunta, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232
                  E-mail: rmgiunta@lambertleser.com

                         - and ?

                  Susan M. Cook, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C
                  309 Davidson Building
                  P.O. Box 835
                  Bay City, MI 48707-0835
                  Tel: (989) 893-3518
                  E-mail: smcook@lambertleser.com

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

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

The petition was signed by David C. Marsh, vice president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Carrie OoStdyk                     --                     $752,648
11 Skyler Court
Oak Ridge, NJ 07438

Beta Steel Corporation             Trade Debt             $183,773
P.O. Box 189008
44225 Utica Road
Utica, MI 48318-9008

St. Mary's Cement                  Trade Debt             $125,761
Dept. #270401
P.O. Box 67000
Detroit, MI 48267-2704

Robinson Cartage Company           Trade Debt             $107,710

Engineered Wire Products           Trade Debt             $105,747

BCBS of Michigan                   Insurance               $79,736

Verplank Trucking Co.              Trade Debt              $39,967

J&H Oil Company                    Trade Debt              $36,181

Marsh, David C.                    Credit Card Debt        $32,995

Michigan Pipe & Valve ? Flint      Trade Debt              $27,638

Michigan Pipe & Valve ? Detroit    Trade Debt              $26,756

Press Seal Gasket                  Trade Debt              $25,780

Nova Brik International Canada     Trade Debt              $24,865

Grand Rapids Gravel Company        Trade Debt              $15,432

American Spring Wire Corp.         Trade Debt              $55,143

Edward C. Levy Co.                 Trade Debt              $19,637

Grand Valley Concrete Products     Trade Debt              $16,940

Independent Concrete Pipe Co.      Trade Debt              $16,760

East Jordan Iron Works Inc.        Trade Debt              $15,042

Carlesimo Products Inc.            Trade Debt              $13,648


H&R PACKING: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: H&R Packing & Sales Co, LLC
        3034 N. Kings Hwy
        Fort Pierce, FL 34951

Bankruptcy Case No.: 11-41587

Chapter 11 Petition Date: November 14, 2011

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

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K. MCMAHON PA
                  6801 Lake Worth Rd #315
                  Lake Worth, FL 33467
                  Tel: (561) 642-3000
                  Fax: (561) 965-4966
                  E-mail: briankmcmahon@gmail.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-41587.pdf

The petition was signed by Miguel E. Rubio, managing member.


HARRISBURG, PA: Taxpayer Advocacy Group Backs Bankruptcy Bid
------------------------------------------------------------
Do Jones' DBR Small Cap reports that a taxpayer advocacy group is
backing Harrisburg's bankruptcy, arguing that the state's new
anti-bankruptcy law unfairly deprives Pennsylvania's state capital
access to the nation's legal system.

                  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.


HAWAII MEDICAL: Lender May Take Over Hospital Operations
--------------------------------------------------------
Becker's Hospital Review, citing report from Pacific Business
News, says that Prime Healthcare Services is now the lender for
Hawaii Medical Center and may also take over the operations of the
hospital.

On Nov. 14, 2011, Prime replaced MidCap Financial as the lender in
HMC's Chapter 11 bankruptcy reorganization.

Mark Bradshaw, JD -- mbradshaw@shbllp.com -- of Irvine, Calif.-
based law firm Shulman Hodges & Bastian LLP, is assisting Prime in
the case.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.

St. Francis Healthcare System of Hawaii is represented by Jonathan
H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller
Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com
-- at Dewey & LeBoeuf LLP.


HAWKS PRAIRIE: Kidder Mathews Okayed as Real Estate Agent
---------------------------------------------------------
The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington authorized Hawks Prairie
Investment, LLC, to employ Ryan Haddock of Kidder Mathews to
evaluate and list for sale the real properties.

Among the assets of the bankruptcy estate is the Debtor's interest
in certain real property commonly known as the Lacey Gateway
Project, commercially zoned property located in Lacey, Thurston
County, Washington.

Kidder Mathews has requested a 3.00% commission of the purchase
price to be paid at closing.

The Exclusive Sale Listing Agreement provides for, among other
things:

   1. The agreement will commence on Oct. 21, 2011, and will
   expire at 11:59 p.m. on March 15, 2012.

   2. The seller agreed to list the property at a price of
   $27,000,000 and will consider offers.

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

                 About Hawks Prairie Investment LLC

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection (Bankr. W.D. Wash. Case No. 10-46635) on
Aug. 13, 2010.  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, represents the Debtor.  The Company disclosed $89,000,071 in
assets and $44,778,104 in liabilities as of the Chapter 11 filing.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition (Bankr. W.D. Wash. Case No. 09-47915) on
Oct. 22, 2009.


HEMIWEDGE INDUSTRIES: Incurs $73,000 Net Loss in Third Quarter
--------------------------------------------------------------
HII Technologies, Inc., formerly known as Hemiwedge Industries,
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q, reporting a net loss of $73,884 on
$0 of revenue for the three months ended Sept. 30, 2011, compared
with net a net loss of $448,115 on $0 of revenue for the same
period a year ago.

The Company also reported net income of $8.30 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $2.36 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed $381,238 in
total assets, $120,136 in total liabilities and $261,102 in total
stockholders' equity.

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

                        http://is.gd/VwOxiM

                          About Hemiwedge

Hemiwedge Industries, Inc., and its wholly owned subsidiary
Shumate Machine Works, Inc., in October 2008, consummated the sale
of substantially all of Machine Works' assets to American
International Industries, Inc.  The sale was effected pursuant to
an asset purchase agreement pursuant to which Machine Works
transferred substantially all of its assets and certain enumerated
liabilities to Purchaser.  The aggregate purchase price was
$6,703,749 consisting of assumption by Purchaser of (i) $5 million
of promissory notes due Stillwater National Bank and Trust Company
and (ii) $1,703,749 of certain other liabilities, including
without limitation, accounts payable of Machine Works.  The
Company also issued 1,401,170 shares of common stock to the
Purchaser as a purchase price adjustment of $420,351.

In February 2009, the Company changed its name from "Shumate
Industries, Inc." to "Hemiwedge Industries, Inc." to emphasize and
focus on its valve product technology after the sale of its
contract machining business.

Hemiwedge last filed financial reports with the Securities and
Exchange Commission on May 2009.

                  Default Under Convertible Notes

Hemiwedge Industries has said on July 10, 2008, the principal
amount of $3,050,000 of its convertible notes was due and payable.
Its failure to make full payment on such maturity date constituted
a default under these notes.  The notes continue to bear interest
until payment.  At March 31, 2009, the total amount due under the
notes, including accrued interest was $3,584,365.

                   Default Under Stillwater Loan

Hemiwedge Industries also has said its September 2008 Loan and
Consolidation Agreement with Stillwater National Bank and Trust
Company provides that failure to pay when due any substantial
liability will constitute an event of default thereunder.
Hemiwedge said its failure to pay the convertible notes
constitutes a default under both the loan documents.  Accordingly,
Stillwater has the right to declare all indebtedness under such
loan documents due and payable.  At March 31, 2009, the total
amounts owed under all agreements to Stillwater was $751,000.

                       Sunbelt Arbitration

On June 23, 2008, Hemiwedge received notice from Sunbelt Machine
Works Corporation of its intention to seek arbitration in Houston,
Harris County Texas relating to a $150,000 termination payment due
under (and in connection with the termination of) a Stock Purchase
Agreement dated August 17, 2007.  Hemiwedge failed to make the
first 3 installment payments of $37,500 to Sunbelt on each of
October 25, 2007, February 20, 2008, and June 20, 2008, as
required under the Stock Purchase Agreement.  Sunbelt had
threatened litigation regarding this matter in April 2008, and
Hemiwedge was unable to come to terms on a settlement.  Sunbelt is
seeking an award of $150,000 and reasonable attorney's fees,
expenses and costs incurred to enforce their contractual rights.
Hemiwedge has recorded $178,995 in accrued expenses in its
financial statements to reflect this contingency.

On July 14, 2008, Hemiwedge entered into a letter agreement with
Sunbelt pursuant to which Sunbelt agreed to withdraw the notice of
arbitration until November 1, 2008, in exchange for an immediate
payment of $1,000 and installment payments of $500 on the 1st and
15th of each month until November 1, 2008.   On October 8, 2008,
Hemiwedge entered into a letter agreement with Sunbelt under which
Hemiwedge agreed to pay Sunbelt $75,000 in full satisfaction of
this matter; provided, however, that payment must be received by
Sunbelt within 90 days of the date of the letter for such
settlement to be effective.  Due to cash constraints, Hemiwedge
was unable to make the payment within the required 90 days.

In its quarterly report on Form 10-Q filed May 20, 2009, Hemiwedge
said Sunbelt has not informed the Company of any indication to
re-institute arbitration proceedings.


HILL TOP: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Hill Top LLC
        910 Lincoln Way
        Auburn, CA 95603

Bankruptcy Case No.: 11-47056

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: C. Anthony Hughes, Esq.
                  ANTHONY HUGHES LC
                  1395 Garden Highway, Suite 150
                  Sacramento, CA 95833
                  Tel: (916) 440-6666

Scheduled Assets: $496,686

Scheduled Debts: $1,712,959

The Company?s list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/caeb11-47056.pdf

The petition was signed by Hossein F. Bozorgzad, managing member.


HORIZON BANCORP: Reports $14,600 Net Gain in Third Quarter
----------------------------------------------------------
Manasota Group, Inc., formerly known as Horizon Bancorporation,
filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q, reporting net gain of $14,692 on
$54,358 of total operating income for the three months ended
Sept. 30, 2011, compared with a net loss of $4.02 million on $0 of
total operating income for the same period a year ago.

The Company also reported a net loss of $87,761 on $54,422 of
total operating income for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.74 million on $49,400 of total
operating revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.71 million in total assets, $1.61 million in total liabilities,
and $103,077 in total stockholders' equity.

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

                          http://is.gd/xXhfyu

                     About Horizon Bancorporation

Brandenton, Fla.-based Horizon Bancorporation, Inc., acted as a
one-bank holding company with respect to Horizon Bank, Bradenton,
Florida, from Oct. 25, 1999, when the Bank commenced operations,
until Sept. 10, 2010, when the Florida Office of Financial
Regulation (the "OFR") declared the Bank to be insolvent.  The
Bank was closed, with the FDIC being appointed as receiver
therefor, and sold to Bank of the Ozarks.

In the short run, management intends to maintain the Company's
status as a reporting public company, which, if an appropriate
opportunity arises, may engage in a transaction with an operating
company.

As reported in the TCR on April 25, 2011, Francis & Co., CPA's, in
Atlanta, Georgia, noted that the Company has suffered heavy losses
in calendar years 2010 and 2009, reducing its capital accounts
significantly.  "Moreover, federal and state regulators, in 2009,
imposed a Written Agreement on the Bank mainly due to increasing
levels in non-performing assets and eroding regulatory capital.
The above, combined with the closing of the subsidiary bank
raises substantial doubt about the Company's ability to continue
as a going concern.


IMPERIAL PETROLEUM: Chair & CEO Wilson Out Due to Medical Issues
----------------------------------------------------------------
Imperial Petroleum, Inc., announced the resignation of Jeffrey
Wilson, who was Chairman of the Board of Directors, President and
CEO.  In taking this action, the Board of Directors accepted
Mr. Wilson's letter of resignation in light of medical issues that
could pose as a distraction.  Mr. Wilson will continue to assist
the company through a consultancy role as the head of technology
and will be available to discuss strategy and new business
opportunities.

Coinciding with the resignation, the Board has made several
management changes to strengthen the team.  Effective immediately,
the Board has appointed Mr. John Ryer, a Director of the Company,
as CEO and President of Imperial Petroleum.  The Board has also
promoted Mr. Tim Jones to Chief Financial Officer of Imperial
Petroleum and President of e-Biofuels.  Mr. Jones has been the VP
of Finance for e-Biofuels.  In addition, Mr. Aaron Wilson resigned
his seat from the Board and will retain his operational title as
President of Arrakis Oil Recovery, LLC., a wholly-owned subsidiary
of Imperial Petroleum.

Mr. John Ryer has over eighteen years experience in the financial
services industry including 10 years with ING Mutual Funds where
he rose to head of trust and institutional sales.  He also worked
at Merrill Lynch and other brokerages.

Mr. Ryer, stated, "On behalf of the Board, we thank Jeff for all
his work and accomplishments in building Imperial Petroleum into
the Company it is today and wish him well.  The Company has a
great foundation with a strong base of revenues on the biofuels
side and a manageable capital structure to enable solid growth.
We have a strong core biofuel's business that has huge growth
potential with a team that has brought the Company to $110 million
in revenue from $5 million in a single year.  As a result, I
anticipate a smooth and seamless transition as I undertake my new
role as CEO and President of Imperial Petroleum.  I am looking
forward to taking Imperial to the next level and I know that I
speak for the entire Board and management of Imperial in saying
that we are all very excited about the future prospects for the
Company."

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

The Company's balance sheet at July 31, 2011, showed
$24.53 million in total assets, $24.10 million in total
liabilities, and $431,300 in total stockholders' equity.

Weaver Martin & Samyn, LLC, in Kansas City Missouri, 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 is dependent
upon obtaining debt financing for funds to meet its cash
requirements.


IMPLANT SCIENCES: Incurs $3 Million Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.07 million on $1.03 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$647,000 on $1 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$6.86 million in total assets, $30.37 million in total
liabilities, and a $23.51 million total stockholders' deficit.

                        Bankruptcy Warning

The Company's ability to comply with its debt covenants in the
future depends on its ability to generate sufficient sales and to
control expenses, and will require the Company to seek additional
capital through private financing sources.  In addition, the
Company will require substantial funds for further research and
development, regulatory approvals, and the marketing of its
explosives detection products.  The Company's capital requirements
depend on numerous factors, including but not limited to the
progress of the Company's research and development programs; the
cost of filing, prosecuting, defending and enforcing any
intellectual property rights; competing technological and market
developments; changes in the Company's development of
commercialization activities and arrangements; and the hiring of
additional personnel, and acquiring capital equipment.  There can
be no assurances that the Company will achieve its forecasted
financial results or that the Company will be able to raise
additional capital to operate its business.

Any failure to comply with the Company's debt covenants, to
achieve its projections or obtain sufficient capital on acceptable
terms would have a material adverse impact on the Company's
liquidity, financial condition and operations and could force the
Company to curtail or discontinue operations entirely or file for
protection under bankruptcy laws.

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

                        http://is.gd/qDxfqz

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company also reported a net loss of $15.55 million on $6.65
million of total revenues for the year ended June 30, 2011,
compared with a net loss of $15.52 million on $3.47 million of
total revenues for the same period during the prior year.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.


INNKEEPERS USA: CBRE to Sell 11 Hotels From Innkeepers Portfolio
----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that CBRE Group Inc. has
been tapped by Cerberus Capital Management LP and Chatham Lodging
Trust to sell 11 hotels out of a billion-dollar, 64-hotel
portfolio purchased from Innkeepers USA Trust.

According to Law360, CBRE said it will market the hotels, which
hold 1,246 guest rooms and are located in Illinois, Indiana,
Maryland, Massachusetts, Michigan and New York, on behalf of
private equity giant Cerberus and hotel real estate investment
trust Chatham.

                       About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

In October, Innkeepers USA Trust and its affiliates disclosed that
the company had successfully completed its restructuring and
emerged from Chapter 11.

The Company emerged following the closing of the $1.02 billion
sale of 64 Innkeepers' hotels to a joint venture between the
private equity firm Cerberus Capital Management, L.P. and the real
estate investment trust Chatham Lodging that was approved by the
U.S. Bankruptcy Court, Southern District of New York.  Chatham
Lodging had previously purchased five of the Company's hotels that
served as collateral for loan trusts serviced by LNR Partners,
LLC, for approximately $195 million.

A substantial majority of the Company's unsecured creditors are
expected to receive a recovery of more than 90 cents on the
dollar.


INNOVATIVE FOOD: Incurs $141,000 Net Loss in Third Quarter
----------------------------------------------------------
Innovative Food Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $141,646 on $2.89 million of revenue for the three
months ended Sept. 30, 2011, compared with net income of $344,770
on $2.36 million of revenue for the same period a year ago.

The Company also reported net income of $591,086 on $8.14 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $2.34 million on $6.95 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.01 million in total assets, $5.72 million in total liabilities,
all current, and $4.71 million total stockholders' deficiency.

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

                        http://is.gd/ks27uv

                        About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

As reported in the TCR on March 23, 2011, RBSM LLP, in New York,
expressed substantial doubt about Innovative Food Holdings'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred significant losses from operations since its inception
and has a working capital deficiency.


INTERNAL FIXATION: Files Form 10-Q for Third Quarter
----------------------------------------------------
Internal Fixation Systems, Inc., was not able to file its
quarterly report on Form 10-Q for the quarter ended Sept. 30,
2011, on or prior to Nov. 14, 2011, because the Company is in the
process of completing its analysis of current versus non-current
inventory as well as the costs of goods analysis for the period.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed
substantial doubt about Internal Fixation Systems' 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
$781,440 for the year ended Dec, 31, 2010, cumulative losses since
inception of $757,218 and a working capital deficit of $123,409.

The Company's balance sheet at June 30, 2011, showed $1.65 million
in total assets, $2.02 million in total liabilities, and a
$372,582 stockholders' deficit.


INT'L COMMERCIAL: Reports $43,815 Net Income in Third Quarter
-------------------------------------------------------------
International Commercial Television Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting net income of $43,815 on $744,299 of net sales for
the three months ended Sept. 30, 2011, compared with a net loss of
$194,686 on $881,459 of net sales for the same period a year ago.

The Company reported a net loss of $795,913 on $3.90 million of
net sales for the year ended Dec. 31, 2010, compared with a net
loss of $241,135 on $5.89 million of net sales during the prior
year.

The Company also reported a net loss of $184,126 on $1.96 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $587,115 on $3.10 million of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $887,687 in
total assets, $1.82 million in total liabilities and a $942,073
total shareholders' deficit.

                         Bankruptcy Warning

There is no guarantee that the Company will be successful in
bringing its products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its business plan.  In such case the
Company will assess all available alternatives including a sale of
its assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As reported by the TCR on April 2, 2011, EisnerAmper, LLP, in
Edison, New Jersey, noted that the Company's recurring losses from
operations and negative cash flows from operations raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company generated negative cash flows from
operating activities in the past fiscal year of approximately
$319,000, and the Company, for the most part, has experienced
recurring losses from operations.  The Company had negative
working capital of approximately $879,000 and an accumulated
deficit of approximately $6,218,000 as of Dec. 31, 2010.

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

                        http://is.gd/hRlngy

                   About International Commercial

Bainbridge Island, Wash.-based International Commercial Television
Inc. was organized under the laws of the State of Nevada on
June 25, 1998.  The Company sells various consumer products.  The
products are primarily marketed and sold throughout the United
States and internationally via infomercials.


INTERNATIONAL FUEL: Incurs $672,000 Net Loss in Third Quarter
-------------------------------------------------------------
International Fuel Technology, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $672,026 on $59,281 of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$587,826 on $5,301 of revenue for the same period during the prior
year.

The Company also reported a net loss of $1.78 million on $167,785
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.70 million on $229,392 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.90 million in total assets, $4.17 million in total liabilities,
and a $1.26 million total stockholders' deficit.

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

                        http://is.gd/k1adNj

                     About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Chicago,
expressed substantial doubt about International Fuel's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses from operations, has a working capital deficit at
Dec. 31, 2010, and has cash obligations and outflows from
operating activities.


INTERNATIONAL GARDEN: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware dismissed
the Chapter 11 cases of International Garden Products, Inc., et
al.

The Debtors, in their motion, have requested that the Court:

   -- approve procedures for the distribution of funds to general
   unsecured creditors;

   -- approve procedures for allowance and payment of
   administrative claims and professional fees; and

   -- dismiss the Debtors' Chapter 11 cases.

The Court also terminated the retention of The Garden City Group,
Inc., as notice, claims and balloting agent on behalf of the
Debtors' estates.

                     About International Garden

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-13207) on
Oct. 4, 2010.  International Garden estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Case No.
10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old
Skagit, Inc. (Case No. 10-13211).

As reported in the Troubled Company Reporter on June 15, 2011,
Judge Kevin J. Carey, on May 23, authorized the Debtors to proceed
with the sale of substantially all of their assets to Gardens
Alive Inc., and approved the asset purchase agreement between the
Debtors and Garden Alive.


J & R MEDINA: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J & R Medina, LLC
        aka J & R Medina LLC, A California Limited -
        Liability Company
        8024 S. Central Avenue
        Los Angeles, CA 90001

Bankruptcy Case No.: 11-56871

Chapter 11 Petition Date: November 14, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Giovanni Orantes, Esq.
                  ORANTES LAW FIRM, P.C.
                  3435 Wilshire Blvd Ste 1980
                  Los Angeles, CA 90010
                  Tel: (888) 619-8222
                  Fax: (877) 789-5776
                  E-mail: go@gobklaw.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-56871.pdf

The petition was signed by Juan Medina, president.


JAMESON INN: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
JER/Jameson Mezz Borrower I LLC has filed with the U.S. Bankruptcy
Court for the District of Delaware a list of its 20 largest
unsecured creditors.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
Marion County Treasurer
P.O. Box 6145
Indianapolis, IN 46206-6145          Tax               $17,624.36

Elkhart County Treasurer
P.O. Box 116
Goshen, IN 46527-0116                Tax                $8,593.65

Knoxville Utility Board
P.O. Box 59017                       Utility
Knoxville, TN 37950-9017             Services           $8,088.56

St. Joseph County Treasurer          Tax                $6,629.46

SCANA Energy                         Utility
                                     Services           $5,168.72

Louisville Gas & Electric Co.        Utility
                                     Services           $4,991.12

McGuire Woods LLP                    Legal
                                     Services           $4,837.29

Rockdale County Tax                  Tax                $4,698.83
Commissioner

First Energy Solutions Corp.         Utility
                                     Services           $4,533.59

City of Oak Ridge                    Utility
                                     Services           $4,475.27

Vanderburgh County
Treasurer                            Tax                $4,255.40

City of Jeffersontown KY             Tax                $4,091.39

Decatur Utilities                    Utility
                                     Services           $4,028.48

Hamilton County Treasurer            Tax                $3,769.70

Gulf Power                           Utility
                                     Services           $3,592.49

Upson County Tax
Commissioner                         Tax                $3,553.53

Madison County Sheriff               Tax                $3,545.14

Entergy (Louisiana)                  Utility
                                     Services           $3,533.68

Sylacauga Utilities Board            Utility
                                     Services           $3,492.94

Floyd County Tax Office              Tax                $3,454.97

                         About Jameson Inn

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.


JEFFERSON COUNTY: Receiver Says Removal Would Harm Muni Debt
------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that the court-appointed receiver managing
bankrupt Jefferson County's sewer system said the municipal-bond
market would be harmed if a federal judge strips him of his
authority.  John S. Young Jr. was appointed by an Alabama judge
last year to raise revenue and cut costs after a lawsuit by
insurers and the sewer-bond trustee, Bank of New York Mellon Corp.

According to the report, Mr. Young said Nov. 17 that should U.S.
Bankruptcy Judge Thomas B. Bennett remove him, investors would
have weaker protection.  This week, Judge Bennett will consider
Mr. Young's authority.

The Bloomberg report notes that since a state judge appointed him,
Judge Bennett may not return the system to the county, the
receiver said in court papers.  The U.S. Constitution's 10th
Amendment, which reserves for the states powers not given the
federal government, trumps bankruptcy law, Mr. Young said.

                      About Jefferson County

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

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

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

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

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

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

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


JEFFERSON COUNTY: Commissioners Want Receiver Ousted
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Jefferson County,
Ala., commissioners defended their move to take back their
financially troubled sewer system from a court-appointed receiver
whom they accused of bowing to Wall Street financial titans at the
expense of the county's citizens.

Barnett Wright at the Birmingham News reports that Jefferson
County Commissioners demanded that receiver John S. Young be
ousted.

"I think it's better for the county for Mr. Young to leave,"
Birmingham News quotes Commission President David Carrington as
saying.  "He was put in there for the benefit of creditors.
There's no doubt he's a creditors' representative on the inside."

The report notes Assured Guaranty Municipal Corp. said Mr. Young
should stay in control of the sewer system because the county is
in default to creditors and a prospective repayment plan is a
matter for state court, not federal bankruptcy court.

The report relates that Assured Guaranty said it has already paid
about $35 million to Jefferson County sewer bond holders, after
the insolvent system couldn't make principal and interest payments
as required.

The fate of Mr. Young will be decided on Nov. 21, 2011.

                      About Jefferson County

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

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

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

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

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

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

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


JEFFERSON COUNTY: Creditors Surprised by Bankruptcy
---------------------------------------------------
Thomson Reuters News & Insight reports that the court-appointed
manager for the county's sewer system said on Nov. 17, 2011, that
creditors of Alabama's Jefferson County were "very close" to
reaching a deal with the debt-stricken county and were caught off
guard when it filed for bankruptcy.

"The bankruptcy filing caught many of us by surprise," Reuters
quotes John Young told a meeting of the Municipal Analysts Group
of New York.  "My team and the creditors all felt we were very
close to a deal."  Mr. Young was appointed by the court to manage
the sewer system on behalf of creditors.  The county's $3.14
billion of sewer system debt lies at the heart of its financial
problems.

The report relates that the county commissioners who voted for
bankruptcy say that Mr. Young's lawyer made new demands at a
meeting the day before the bankruptcy was filed.  Mr. Young was
not present at that meeting.

According to the report, Mr. Young, former president of American
Water Works Service Co., faces a court challenge on Nov. 114,
2011, to his continuing role.  He was named in 2008 as a special
master in Jefferson County and made receiver of the sewer system
last year.  The county commissioners voting for bankruptcy want
him removed from the post.

The report adds that a court hearing is set for Dec. 15, 2011, on
whether the county is eligible to file for Chapter 9, the section
of the U.S. Bankruptcy Code that covers municipal bankruptcies.

The report relates that Mr. Young said without a deal with
creditors, sewer customers are likely to see annual double-digit
rate increases.  In court documents, Jefferson County said its
sewer rates had more than quadrupled over the last 15 years and
said further steep rate hikes would violate "reasonable" and
"nondiscriminatory" provisions of Alabama law.

Reuters says insurance firms Assured Guaranty Municipal Corp. and
Syncora Guarantee have both filed briefs with the court in support
of Mr. Young.  Financial Guaranty also filed a brief asking the
court to hear its arguments.

                      About Jefferson County

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

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

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

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

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

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

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


JUSTIN HOTELS: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Justin Hotels, Inc.
        2437 Franks Way
        Lexington, KY 40509

Bankruptcy Case No.: 11-53168

Chapter 11 Petition Date: November 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Judge: Joseph M. Scott, Jr.

Debtor's Counsel: John M. Spires, Esq.
                  DINSMORE & SHOHL LLP
                  250 West Main Street, Suite 1400
                  Lexington, KY 40507
                  Tel: (859) 425-1036
                  E-mail: john.spires@dinslaw.com

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

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

The Company?s list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/kyeb11-53168.pdf

The petition was signed by Ramesh Patel, sole officer.


KEITH'S CONSOLIDATED: Files for Chapter 7 Bankruptcy
----------------------------------------------------
Susan Larson at Burke Patch reports that Keith's Consolidated
Driver Education, Inc., filed for Chapter 7 bankruptcy (Bankr. E.D
Va. Case No. 11-____) on Nov. 8. Keith's Consolidated Driver
Education, Inc., was established in 1994.  The company is
Virginia's largest and full service driving school.


KODIAK OIL: Moody's Rates $550MM Sr. Unsecured Notes at 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Kodiak Oil &
Gas Corp's (Kodiak) offering of $550 million senior unsecured
notes due 2019. The proceeds of this inaugural offering will be
used for acquisition financing, to fund capital spending, debt
refinancing and general corporate purposes.

RATINGS RATIONALE

"This notes offering, together with a concurrent 37.5 million
issuance of common equity, will provide the funding to enable
Kodiak to move its Williston Basin presence forward as it builds
scale," commented Andrew Brooks, Moody's Vice President. "The
company has largely financed its initial acreage acquisitions and
production with equity, and with this debt issue will layer in an
incremental source of capital to fund its growing operations."

Kodiak's B3 Corporate Family Rating (CFR) reflects its small scale
-- it will be among the smallest E&P companies rated by Moody's -
the company's limited historical operating record, the execution
risk inherent in its aggressive growth aspirations, and limited
financial flexibility, offset to some extent by its attractive
land holdings in the prolific Williston Basin and the extensive
oil weighting of its growing production. Since the company's 2002
inception in its current format, it has acquired lease-holdings in
the Bakken and Three Forks locations in the Williston Basin, which
by year-end 2011 will approximate 155,000 net acres, drilling its
first Bakken well in 2005/2006. In 2011 alone Kodiak will have
more than doubled its acreage holdings over the course of several
acquisitions by year-end.

Since 2009, Kodiak has issued roughly $435 million of equity to
grow its initial land-holdings and production, and expects to
close a $590 million acquisition in January 2012 of approximately
50,000 net acres in the core Bakken Shale from an undisclosed
private company, which was announced immediately prior to this
planned issuance of debt and equity. With five operated and two
non-operated drilling rigs, and 34.9 net wells, 85% operated, as
of November 2011, Kodiak projects its 4,535 boe per day of third-
quarter production to exit 2011 at approximately 10,500 boe per
day. Its pro forma 2011 exit rate reflecting the two acquisitions
(including the recently announced planned transaction) would
approximate 17,000 boe per day.

Kodiak operates exclusively in the Williston Basin with a strong
focus on the Bakken Shale. At September 30, 2011, its proved
reserve base totaled 25 million boe, 88% oil and 39% proved
developed (PD); its disproportionately large 61% proved
undeveloped (PUDs) reserves are not unusual for a company at this
early stage of its development, but the extent of PUDs will
pressure capital spending going forward. Pro forma for recent and
pending acquisitions, the company's proved reserves at October 31,
2011 would approximate 52.4 million boe, 85% oil and 66% PUDs. On
a run-rate basis, projected year-end 2011 credit metrics are weak
for a B3 rating, notwithstanding the company's prudent history of
equity raising, with debt on production exceeding $40,000 per boe,
and debt per PD reserves over $35 per boe.

The company is preliminarily projecting a ramp up in 2012's
capital spending to $585 million from 2011's $230 million,
allocating $550 million for the drilling and completion of 73
gross (51 net) wells based on its plan to contract three
additional operated rigs for a total of eight rigs under its
operation by 2012's second half. Presuming the company executes on
plan in 2012, it expects production to average 22,000-24,000 boe
per day and leverage metrics would evidence substantial
improvement at approximately $30,000 per boe debt on production
with a potential 30% improvement in debt per PD reserves. However,
achieving the rapid growth rate envisioned by the company is not
without execution risk, including possible weather-related and
infrastructure bottlenecks the rapidly growing Bakken is well
known for.

Our stable outlook is based on the expectation that Kodiak will
meet its near term growth projections, improving its leverage
metrics on a relative basis by doing so, while requiring limited
incremental use of debt financing to fund that growth. Moody's
expectation is that Kodiak's heavy weighting to oil production
will continue to produce attractive cash margins and that finding
and development (F&D) costs do not excessively inflate from the
historic levels evidenced by the company, enabling it to continue
generating a leveraged full-cycle ratio in excess of 1x.

Given Kodiak's relatively small scale and limited production
volumes achieved to date, a rating upgrade from B3 is unlikely to
be considered in the near term. However, should Kodiak execute on
its growth objectives and achieve sustained production approaching
25,000 boe per day while maintaining a balanced use of debt and
equity to finance that growth, consideration of an upgrade could
be warranted. Conversely, should there be any indication that the
company is failing to meet its production targets or that doing so
would entail a greater use of debt in the company's capital
structure, or should liquidity concerns arise in the course of
growing the company's business, Kodiak would likely face a prompt
downgrade.

The Caa1 rating on the proposed $550 million of senior notes
reflects both the overall probability of default of Kodiak Oil &
Gas, to which Moody's assigns a PDR of B3, and a loss given
default (LGD) of LGD4 (65%). The company has a $750 million ($225
million borrowing base) secured revolving credit facility; a $100
million second lien term loan will be repaid with proceeds of this
note issue, and terminated. 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 below the B3 CFR under Moody's Loss
Given Default Methodology.

The principal methodology used in rating Kodiak Oil & Gas was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


KODIAK OIL: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Denver, Colo.-based Kodiak Oil & Gas. (Kodiak).
The outlook is stable.

"At the same time we assigned our 'B-' issue rating to Kodiak's
proposed $550 million senior unsecured notes due 2019. The
recovery rating is '5', indicating our expectation of modest (10%
to 30%) recovery in the event of a payment default," S&P said.

"We expect proceeds from the debt and equity offerings to be used
to finance the acquisition of the Williston Basin assets, as well
as to refinance Kodiak's existing debt," S&P said.

"The ratings on Kodiak Oil & Gas. reflect the company's relatively
small asset base and production levels, lack of geographical
diversification, and high spending levels in excess of projected
operating cash flows," said Standard & Poor's credit analyst Paul
B. Harvey. The ratings also reflect the company's significant
exposure to robust crude oil prices, a favorable cost structure,
and solid resource play acreage position.

The stable outlook reflects expectations that Kodiak will maintain
above-average financial performance and adequate liquidity. An
upgrade is possible if Kodiak can execute its planned 2012 growth
strategy, run-rate production of over 22,000 barrels per day,
while maintaining adequate liquidity. A negative rating action
would occur if adjusted debt leverage exceeded 5x, or liquidity
were to significantly erode with no near-term remedy.


L-3 COMMUNICATIONS: Moody's Rates 6.375% Sr. Sub. Notes at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to L-3
Communications Corporation's ("L-3") $500 million senior unsecured
note offering. The company's existing ratings remain unaffected
and the rating outlook remains stable.

Ratings are:

L-3 Communications Corporation

$500 million __% gtd senior unsecured notes due 2016, assigned
Baa3

$1,000 million 5.200% gtd senior unsecured notes due 2019, Baa3

$800 million 4.750% gtd senior unsecured notes due 2020, Baa3

$650 million 4.950% gtd senior unsecured notes due 2021, Baa3

$1,000 million 6.375% gtd senior subordinated notes due 2015, Ba1

Senior unsecured shelf filing (P)Baa3

L-3 Communication Holdings, Inc.

$689 million 3.000% CODES gtd notes due 2035, Ba1

RATINGS RATIONALE

L-3 plans to use the proceeds of the note issuance to fund a
partial redemption of its $1 billion 6.375% subordinated notes due
2015. Following the senior unsecured note issuance and the partial
subordinated debt redemption, the company's total debt balance
should be unchanged. The new notes will be issued by L-3 and
guaranteed by the same operating subsidiaries that guarantee the
company's existing senior unsecured notes. The transaction is
consistent with L-3's strategy of replacing its subordinated with
senior unsecured debt, and in-step with the company's migration to
an investment grade capital structure. Following the issuance and
redemption, about $500 million of the subordinated notes will
still remain outstanding at L-3. Interest coverage metrics should
slightly improve from the lower coupon anticipated on the new
senior unsecured notes versus the subordinated notes.

The Baa3 senior unsecured rating reflects L-3's large scale as a
defense contractor, a significant and stable order backlog and
good margin levels. Moody's view considers the risk of declining
U.S. defense outlays due to budgetary pressures and recognizes
that L-3's organic revenues have begun to slightly decline.
However, Moody's anticipates continued strong free cash flow
generation over the next few years which should permit maintenance
of a steady leverage level and provide a high degree of financial
flexibility. Equipment refurbishment and re-supply spending and
the U.S. military's focus on maintaining existing platforms,
rather than developing new ones, will benefit L-3, whose product
portfolio is broad.

The stable rating outlook further considers that proceeds of the
planned, mid-2012 Engility spin-off (from which the company
expects to receive a $500 million to $650 million dividend) will
be put toward repayment of debt and/or income generating use, such
as acquisitions.

Upward rating momentum would depend on debt to EBITDA sustained
below 2.5x and free cash flow to debt above 15%. A capital
structure that involves a lower portion of subordinated debt and a
solid liquidity profile would as well accompany a ratings upgrade.
Downward rating pressure would mount with acceleration of its pace
of acquisition or returns to shareholders, re-leveraging the firm.
Debt to EBITDA over 3x for material time periods, EBIT to interest
below 4x or free cash flow to debt below 10% would also threaten
the ratings.

The principal methodology used in rating L-3 Communications
Corporation was the Global Aerospace and Defense Industry
Methodology published in June 2010.

L-3 Communications Holdings, Inc. is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services. In addition, L-3 provides high
technology products, systems and subsystems. Revenues for the last
twelve months ended September 30, 2011 were approximately $15.4
billion.


LAS VEGAS MONORAIL: Bankruptcy Exit Hangs on the Balance
--------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that even though
investors holding $658.9 million in bonds that paid for building
the Las Vegas Monorail have signed on to a deal that sticks them
with a greater than 90% loss, the nonprofit company's chance for
exiting Chapter 11 in the near future now hangs by a thread.

According to the report, U.S. Bankruptcy Court Judge Bruce Markell
had zeroed in on a section of the U.S. Bankruptcy Code that
mandates that a Chapter 11 plan "is not likely to be followed by
a liquidation, or the need for further financial reorganization."
Although he spent several hours sparring with monorail attorneys
and cross-examining its witnesses, he deferred a decision to an
unspecified future date.

The report says the monorail proposes slashing the debt to $44.5
million split between three IOUs.  However, Judge Markell worried
that this did not put the 3.9-mile transit line on a solid footing
but took the financial problems and "kicked the can down the
road."  The most glaring deficiency, in his view, was the monorail
management's own projections that they would come up $38.5 million
short by 2019 in making the payments even on the new, stripped-
down debt.

The report says the monorail also must come up with at least $20
million more to replace equipment such as station doors and
software for the ticket vending machines.  Further, Judge Markell
expressed discomfort that estimated value of the monorail was only
about half of the new debt.

The report adds, after Judge Markell had put his concerns in
writing on Nov. 1, monorail management quickly assembled a three-
point answer.  If the Sahara reopened, as the owner has at least
started planning, along with Caesar Entertainment Corp.'s Project
Linq shopping and entertainment center planned for the property
south of the Flamingo, the extra passenger revenues would cover
about half of the shortfall, said monorail CEO Curtis Myles.

                      About Las Vegas Monorail

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

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

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


LAS VEGAS RAILWAY: Incurs $341,995 Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Las Vegas Railway Express, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $341,995 on $0 of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $470,681
on $0 of revenue for the same period during the prior year.

The Company also reported a net loss of $749,096 on $0 of revenue
for the six months ended Sept. 30, 2011, compared with a net loss
of $987,707 on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $848,197 in
total assets, $2.03 million in total liabilities, and a
$1.19 million total stockholders' deficit.

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

                        http://is.gd/SdNAhj

                       About Las Vegas Railway

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

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

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

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


LAS VEGAS SANDS: Moody's Raises CFR to Ba2; Outlook Positive
------------------------------------------------------------
Moody's Investors Service upgraded Las Vegas Sands Corp.'s
("LVSC") Corporate Family, Probability of Default, and secured
debt ratings at its wholly-owned Venetian Casino Resort, LLC
subsidiary to Ba2 from Ba3. The rating outlook remains positive.
LVSC has an SGL-1 Speculative Grade Liquidity rating.

Ratings raised:

Las Vegas Sands Corp.

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2 from Ba3

6.375% senior notes due 2015 to Ba2 (LGD 4, 50%) from Ba3 (LGD 4,
50%)

Venetian Casino Resort, LLC and Las Vegas Sands, LLC (as co-
issuer):

Senior secured revolver expiring 2012 to Ba2 (LGD 4, 50%) from Ba3
(LGD 4, 50%)

Senior secured revolver expiring 2014 to Ba2 (LGD 4, 50%) from Ba3
(LGD 4, 50%)

Senior secured term B due 2014 to Ba2 (LGD 4, 50%) from Ba3 (LGD
4, 50%)

Senior secured term B due 2016 to Ba2 (LGD 4, 50%) from Ba3 (LGD
4, 50%)

Senior secured delayed draw term 1 due 2014 to Ba2 (LGD 4, 50%)
from Ba3 (LGD 4, 50%)

Senior secured delayed draw term 1 due 2016 to Ba2 (LGD 4, 50%)
from Ba3 (LGD 4, 50%)

Senior secured delayed draw term 2 due 2013 to Ba2 (LGD 4, 50%)
from Ba3 (LGD 4, 50%)

Senior secured delayed draw term 2 due 2015 to Ba2 (LGD 4, 50%)
from Ba3 (LGD 4, 50%)

RATING RATIONALE:

The one-notch upgrade reflects the strong operating performance of
LVSC's Asian assets in Macau, China and Singapore along with the
expectation that LVSC will continue to benefit from strong and
growing visitation and consumer demand trends in both of these
markets.

LVSC's growing and expanding Asian operations have been
instrumental in helping de-lever the consolidated entity. Pro
forma for the planned redemption of outstanding preferred stock,
LVSC's debt/EBITDA for the latest 12-month period ended September
30, 2011 is about 3.0 times, and only about 2.0 times on a net
debt basis. Given Moody's favorable view of LVSC's future
performance in Asia, it is expected that the company will have the
free cash flow and financial capacity to simultaneously invest in
future large, high growth global development opportunities in a
manner that preserves much of the credit quality improvements it
achieved over the past year.

Macau now accounts for about 50% of LVSC's consolidated net
revenues and 45% of property-level EBITDA while Marina Bay Sands,
the company's integrated casino resort in Singapore, now accounts
for about 32% of LVSC's consolidated net revenues and 42% of total
property-level EBITDA. At this time, LVSC's Las Vegas and
Pennsylvania casinos only account for about 18% of consolidated
net revenue and only about 13% of consolidated EBITDA.

Moody's currently expects annual year-on-year growth of between
15% and 25% in the Macau gaming revenue, supported by continued
credit for high-rollers, increased spending by mass-market
visitors, primarily from mainland China, and a cap on gaming
tables until 2013 that Moody's believes will prevent excessive
competition. With respect to Singapore, Moody's expects that
market will maintain a double-digit year-over-year growth in
gaming revenues helped by limited competition locally and within
the region. Marina Bay Sands is only one of two casinos allowed to
operate in Singapore

LVSC's Ba2 Corporate Family Rating acknowledges the quality,
popularity, and favorable reputation of LVSC's casino properties -
- a factor that continues to distinguish the company from most
other gaming operators. Historically, the company's properties
generated higher EBITDA margins than many of their competitors
demonstrating strong operational expertise which also support its
ratings.

The ratings also consider Moody's opinion that LVSC will be
presented with and pursue other large, high profile, high
risk/reward integrated resort development projects around the
world, which could result in a considerable amount of additional
debt. Additionally, the company is exposed to Singapore's evolving
regulatory environment. Singapore is a new gaming market, and
appears to have a substantial amount of support from the Singapore
government. However, given the lack of regulatory history, there's
no assurance that the government there will effectively enforce
measures to support the sector and contain competition.

The Ba2 Corporate Family Rating reflects a consolidated rating
approach, whereby Moody's views all of the operations of LVSC as a
single enterprise for analytic purposes, regardless of whether or
not financing's for some subsidiaries are done on a stand-alone
basis. The primary reason for the consolidated rating approach is
that despite restrictions contained in the company's various
financing documents, LVSC has the ability to transfer significant
amounts of cash among its operating entities.

The positive rating outlook reflects Moody's continued favorable
view of LVSC's earnings prospects in Asia. The region has
performed exceptionally well and Moody's anticipates that this
trend will continue providing the company the ability to absorb
any earnings pressure at its Las Vegas subsidiary. At the same
time, Macau's and Singapore's strong performance affords LVSC the
opportunity to maintain consolidated debt/EBITDA -- without giving
consideration to cash balances -- at or below 3.0 times, a level
Moody's believes could support a higher rating.

The positive outlook also assumes that although there is
regulatory uncertainty over China's control of tourist visits to
Macau, there is no sign that the government will again enforce the
tight controls of 2008. Additionally, while the opening of new
casinos often creates competition, this risk in Macau is limited
given that the number of gaming tables is capped at 5,500 by the
Macanese government until March 2013. In view of the 5,237 tables
operating in Macau at the end of Q2 2011, there is room only for
an increase of 5% in the gaming tables through March 2013. And
while global instabilities may have some impact on business
travels to and from Macau and Singapore and on their respective
economies, and in turn affect spending on gaming, Moody's believes
this risk is manageable because the gaming supply/demand
characteristics of the region are healthy.

The positive rating outlook also acknowledges that there may be
periods where LVSC's leverage experiences periods of short-term
increases due to partially debt-financed, future development
projects. However, Moody's views LVSC as a well-established global
gaming developer and operating company that has a significant
development track record and will likely pursue development
projects for which there is a high degree of certainty that a
specific capital investment project will result in a cash flow-
producing asset with a rate of return equal to or higher than the
company's historical rates of return. As a result, temporary
increases in leverage related to casino development do not
preclude an improvement in LVSC's ratings.

A higher rating would be considered if Moody's believes LVSC will
maintain debt/EBITDA -- without giving consideration to cash
balances -- at or below 3.0 times, and adhere to a long-term
financial policy that is consistent with a higher rating. The
degree of ratings improvement, however, is limited at this time
given the secured nature of the company's entire debt capital
structure; a characteristic that Moody's does not believe is
consistent with an investment grade rating. LVSC's rating outlook
could be revised back to stable if for any reason Moody's expects
debt/EBITDA to remain above 3.5 times for an extended period of
time. A downgrade could result if it appears that debt EBITDA will
rise and remain above 4.25 times on a more permanent basis.

LVSC's SGL-1 Speculative Grade Liquidity rating reflects the
company's very good liquidity and is based primarily on Moody's
expectation of further EBITDA improvement and absolute debt
reduction during the next 12-18 months. Moody's currently
estimates that LVSC could generate in excess of $2 billion of free
cash flow in fiscal 2012. The SGL-1 also reflects LVSC's
considerable consolidated cash balance and credit facility
availability. Moody's also anticipates that the company will
remain well in compliance with all of its subsidiary level
financial covenants. At the same time, the SGL-1 acknowledges that
LVSC's assets are largely secured and there may be limited options
to raise quick and large amounts of cash, if needed, through the
pledge or sale of additional assets.

The principal methodology used in rating Las Vegas Sands Corp. was
the Global Gaming Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Las Vegas Sands Corp. owns and operates hotel and casino
integrated resort facilities in Las Vegas, NV, Bethlehem, PA,
Macau, China and Singapore. The company generates consolidated
annual net revenue of close to $9 billion.


LEHMAN BROTHERS: Wins Nod of Settlement With Arch Insurance
-----------------------------------------------------------
Lehman Brothers Holdings Inc. obtained court approval of an
agreement to settle the claims of Arch Insurance Company against
SCC Acquisitions Inc.'s subsidiaries.

The settlement was reached as part of the SCC entities' effort to
have their Chapter 11 plans confirmed by a bankruptcy court in
California, which oversees their bankruptcy cases.

Arch Insurance Company, a creditor of the SCC entities, and two
other insurance companies hold more than $200 million in claims
on account of the surety bonds they issued in connection with the
SCC entities' real estate projects.

Earlier, Arch Insurance intervened as plaintiff in the lawsuit
filed by the SCC entities to "equitably subordinate" the claims
of Lehman Commercial Paper Inc. and three other Lehman creditors.
The insurance company demanded that the Lehman claims be
subordinated to its claims.

The Lehman creditors, together with the court-appointed trustee
Steven Speier, proposed the Chapter 11 plans for the SCC
entities.  The hearing on the confirmation of those plans is
scheduled for October 24, 2011.

The proposed agreement calls for the settlement of Arch
Insurance's claims against the SCC entities, and the waiver,
release or assignment of those claims to the Lehman units
including LBHI.  The insurance company also agreed to forego
certain distributions on its claims under the plans and dismiss
its claims in the lawsuit.

The settlement is memorialized in two separate agreements, copies
of which are available without charge at:

  http://bankrupt.com/misc/LBHI_ArchIDSettlement.pdf
  http://bankrupt.com/misc/LBHI_ArchVDSettlement.pdf

One agreement settles Arch Insurance's claims against the SCC
entities that filed a voluntary petition while the other resolves
claims against those SCC entities that were placed in bankruptcy
protection through involuntary petition.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Wins Nod of Bond Safeguard Settlement
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors,
including Lehman Commercial Paper Inc., obtained permission from
the United States Bankruptcy Court for the Southern District of
New York to enter into a settlement with Bond Safeguard Insurance
Company and its affiliate, Lexon Insurance Company.

Prior to the commencement of the Debtors' Chapter 11 cases, LCPI
and three non-Debtor Lehman affiliates, Lehman ALI, Inc., OVC
Holdings LLC, and Northlake Holdings LLC provided approximately
$1.8 billion in senior secured financing to certain subsidiaries
and affiliates of SCC Acquisitions, Inc., pursuant to various
separate loan agreements.  The Financing was used to acquire and
develop certain real estate projects located in California.
After the Petition Date, certain of those SCC Acquisitions
subsidiaries and affiliates became involuntary debtors in cases
under Chapter 11 in the United States Bankruptcy Court for the
Central District of California.

Prior to the commencement of the SunCal Debtors' Chapter 11
cases, Arch Insurance Company and Bond Safeguard issued certain
surety bonds, including subdivision, payment, performance and
other bonds, in connection with the SunCal Debtors' development
of certain of the SunCal Properties.  The Bond Issuers contend
that they are owed tens of millions of dollars in respect of the
Project Bonds and have asserted claims exceeding $200 million, in
the aggregate, against the SunCal Debtors.

As previously reported, the Lehman Creditors and the SunCal
Trustee proposed a Chapter 11 plan for eight of the SunCal
Involuntary Debtors and certain of the Lehman Creditors proposed
a plan for 11 of the SunCal Voluntary Debtors.  Pursuant to their
Plan Authority Motion, the Debtors sought, among other things,
approval to effectuate the transactions contemplated in the
Lehman-SunCal Plans.  The hearing to consider confirmation of the
Lehman-SunCal Plans is currently scheduled to commence in the
California Bankruptcy Court on October 24, 2011.

The Lehman-SunCal Plans provide for the consummation of a
settlement between the Lehman Creditors, as applicable, and the
Bond Issuers.  Hence, Lehman has negotiated a settlement, which
resolves Bond Safeguard's various claims against the SunCal
Debtors.  The Bond Safeguard Term Sheet contemplates that the
parties will enter into two separate settlement agreements, one
with respect to the SunCal Involuntary Debtors and one with
respect to the SunCal Voluntary Debtors, each of which will be
conditioned upon the confirmation and effectiveness of the
applicable Lehman-SunCal Plan, memorializing the terms,
provisions and conditions set forth in the Bond Safeguard Term
Sheet.

A full-text copy of the Bond Safeguard Term Sheet is available
for free at:

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

In exchange for certain reimbursement and other obligations to be
undertaken by the Lehman Parties, the Bond Safeguard Term Sheet
contemplates, among other things, (i) full and final settlement
of Bond Safeguard's claims against the SunCal Debtors, except as
expressly otherwise provided, and (ii) that Bond Safeguard will
forego certain distributions on its claims under the Lehman-
SunCal Plans and the payment of certain bond premiums in the
future.

The Debtors believe that entry into the Bond Settlement
Agreements is critical to the resolution of Bond Safeguard's
claims in the SunCal Debtors' cases and, more importantly,
integral to confirming the Lehman-SunCal Plans.  Absent a
settlement with Bond Safeguard, there could be no assurance that
the claims asserted by Bond Safeguard against the SunCal Debtors
would not be estimated by the California Bankruptcy Court at an
amount or amounts that would exceed certain caps and thresholds
provided for in the Lehman-SunCal Plans, Alfredo Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston, Texas, tells Judge Peck.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Gets Approval to End Spruce CCS Securitization
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
received court approval to enter into a deal, which calls for the
termination of the Spruce CCS Ltd. securitization.

Spruce CCS is a special purpose entity formed to hold interests
in commercial loans and other assets, and to issue securities
supported by the cash-flows from those interests.  The Lehman
units own all of the remaining notes issued by Spruce CCS.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the termination of the securitization would allow LCPI
to administer the underlying real estate assets held by Spruce
CCS and to maximize their value.

The lawyer further says the termination is necessary in order to
include commercial loans in a collateralized loan obligations
(CLO) transaction.

Earlier, Judge James Peck approved an agreement, which authorizes
the Lehman units to execute CLO transactions and sell their
commercial loans.  The same agreement authorizes WCAS|Fraser
Sullivan Investment Management LLC to manage their commercial
loan portfolio and explore issuances of CLOs.

"[Lehman] may wish to include certain of the underlying assets in
one or more CLOs.  Termination of the Spruce securitization is
necessary to be able to include such loans in a CLO," Ms. Marcus
says in court papers.

The proposed deal is formalized in a 9-page agreement, a copy of
which is available without charge at:

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

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Has Approval to Restructure Zwinger Loan Facility
------------------------------------------------------------------
Lehman Commercial Paper Inc. has sought and obtained an order to
restructure the EUR328 million mezzanine loan facility it entered
into with Zwinger OpCo 6 B.V.

LCPI provided financing to Zwinger OpCo, a Dutch company, in 2007
for the acquisition of about 95% of the units in an Italian real
estate fund.

The proposed restructuring aims to maximize LCPI's recoveries
from its debt position in the mezzanine loan facility.  The
company held a EURO278 million mezzanine debt position as of its
bankruptcy filing.

LCPI has not been receiving amounts due to it under the mezzanine
loan facility due to a non-functioning security agent and the
delayed pace of asset sales as a result of the slowdown in the
Italian real estate market, according to court filings.

Lehman Brothers International (Europe), the largest of Lehman
Brothers Holdings Inc.'s foreign affiliates, served as the
security agent for the mezzanine loan facility.  LBIE has
allegedly refused to perform its duties as agent since the filing
of its insolvency case in the United Kingdom.

The terms of the proposed restructuring are laid out in a term
sheet, a copy of which is available without charge at
http://bankrupt.com/misc/LBHI_ZwingerTermSheet.pdf

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Obtains Approval of ESP Funding Settlement
-----------------------------------------------------------
Lehman Brothers Special Financing Inc. and Lehman Brothers
Holdings Inc. obtained approval of a settlement, the terms of
which are reflected in a termination agreement.

The Settlement Agreement provides for resolution of all disputes
relating to two particular swap transactions among ESP Funding I
Ltd., U.S. Bank National Association, successor to Bank of
America, N.A., as Trustee, BNP Paribas, London Branch, as the
holder of the Class A-1R and Class A-1T1 Notes, Natixis Financial
Products LLC, as Advance Swap Counterparty, LBSF and LBHI, and
confirms the termination of the Master Agreement and Transactions
thereunder as of September 23, 2008.

The Debtors believes that the Settlement Agreement is in their
best interests, their estates and their creditors.  The Official
Committee of Unsecured Creditors is fully informed of and
supports the Settlement Agreement.

The salient terms of the Settlement Agreement are:

  -- The Trustee on behalf of ESP will pay the confidential
     settlement amount, without deduction, set-off, or
     counterclaim, to LBSF;

  -- Upon payment of the Settlement Amount, each party to the
     Settlement Agreement, including ESP, the Trustee, the
     Controlling Class, LBSF and LBHI, agrees to generally
     release each other party from claims related to the Master
     Agreement and the Transactions;

  -- Within 30 days of the Court's approval of this motion, the
     Trustee and LBSF will submit to the Court a joint
     stipulation to dismiss with prejudice the interpleader
     complaint filed by the Trustee and the interpleader
     counterclaim filed by LBSF; and

  -- Each party will bear its own costs and expenses relating to
     the alternative dispute resolution process unless otherwise
     agreed by the parties.

Although LBSF believes its claims against ESP are valid, LBSF has
determined that the terms of the Settlement Agreement are in the
best interest of its estate, asserts Ralph Miller, Esq., at Weil
Gotshal & Manges LLP, in New York.  He points out that absent
consummation of the Settlement Agreement, LBSF, BNP, Natixis and
the Trustee would proceed with litigation, which could include
time-consuming and expensive legal proceedings, including
potential appeals.

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

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

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Krebsbach Okayed to Pursue Employee Notes Claims
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. has obtained approval of its
application to employ Krebsbach & Snyder P.C. as special counsel
effective July 1, 2011.

Krebsbach has served as one of the "ordinary course"
professionals of the company.  Its fees and expenses, however,
might exceed the $1 million compensation cap for OCPs, prompting
LBHI to seek court approval to hire the firm as special counsel
pursuant to Sections 327 of the Bankruptcy Code.

Krebsbach will continue to provide legal services, which include
prosecuting claims to recover amounts due under promissory notes
executed by former Lehman employees.

As of September 27, 2011, Krebsbach has filed 58 arbitration
cases before the Financial Industry Regulatory Authority, of
which about 40 cases are still pending.

Krebsbach will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The hourly rates of the
firm's professionals are:

  Professionals                  Hourly Rates
  -------------                  ------------
  Partners                           $395
  Counsels                           $325
  Associates                       $205-$250
  Senior Paralegal                   $135
  Junior Paralegals                   $95

In a declaration, Theodore Krebsbach, Esq., a member of
Krebsbach, said that his firm does not hold or represent any
interest adverse to the estates.

Krebsbach & Snyder can be reached at:

        One Exchange Plaza
        55 Broadway, Suite 1600
        New York, New York 1006
        Tel: (212) 825-9811
        Fax: (212) 825-9828
        E-mail: tkrebsbach@krebsbach.com

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LIFT LLC: Section 341(a) Meeting Scheduled for Dec. 2
-----------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
of LIFT (Louisiana Institute of Film Technology) LLC on Dec. 5,
2011, at 10:00 a.m.  F. Edward Hebert Federal Bldg, #111, 600 S.
Maestri Street, New Orleans, Louisiana.

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

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

New Orleans, Louisiana-based LIFT (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.

William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC,
in New Orleans, represents the Debtor as counsel.  McGlinchey
Stafford PLLC acts as special counsel.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.


LINENS 'N THINGS: Credit Suisse Get $2.3MM Pact Suit Pared
----------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a New York
federal judge on Wednesday trimmed two claims from a former Linens
'N Things vendor's $2.3 million suit claiming Credit Suisse failed
to honor an agreement that would have limited the bedding
manufacturer's exposure after Linens 'N Things went under in 2008.

Law360 relates that Aeolus Down Inc. said Credit Suisse owes it
millions that were promised in a trade mitigation agreement, while
the bank maintains that Aeolus lost its rights to the money by
failing to meet the conditions set out in the agreement.

                        About Linens 'n Things

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed Chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors'
restructuring management services provider is Conway Del Genio
Gries & Co., LLC.  The Debtors' CRO and Interim CEO is Michael F.
Gries, co-founder of Conways Del Genio Gries & Co., LLC.  The
Debtors' claims agent is Kurtzman Carson Consultants, LLC.  The
Debtors' consultants are Asset Disposition Advisors, LLC, and
Protivit, Inc.  The Debtors' investment bankers are Financo, Inc.,
and Genuity Capital Markets.


LOS ANGELES DODGERS: Fox Seeks Delay on TV Contract Bidding
-----------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, says that News Corp.'s Fox Sports asked a judge to
postpone a hearing on a proposal by the bankrupt Los Angeles
Dodgers to solicit bids on television rights to the baseball
team's future games.  Fox Sports Net West 2 LLC, which televises
Dodger games through its Prime Ticket unit, is trying to prevent
the team from talking to potential competitors.  Fox's current
contract gives it the exclusive right to negotiate an extension of
its TV rights until after November 2012.

According to the report, Fox wants U.S. Bankruptcy Judge Kevin
Gross to put off deciding on the TV rights proposal, currently
scheduled for a Nov. 30 hearing.  Instead, Judge Gross should hold
a status conference to consider on how to proceed, Fox said.

                     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.

Dodgers owner Frank McCourt resolved a battle for control with
Major League Baseball by agreeing to sell the club.  Under the
agreement, which is not public and has not been submitted to the
court for approval, MLB agreed that the future TV rights can be
marketed separately from the team.  McCourt tried selling the
television rights to future Dodgers' games to Fox before he put
the team into bankruptcy.


LOS ANGELES DODGERS: Fox Wants Chapter 11 Case Dismissed
--------------------------------------------------------
Tom Hals at Reuters reports that Fox Sports said it wants the Los
Angeles Dodgers thrown out of bankruptcy, saying the baseball team
is using Chapter 11 to enrich club owner Frank McCourt.

According to the report, earlier this month Mr. McCourt ended a
bitter feud with Major League Baseball over control of the team.
As part of that deal, he agreed to sell the team and the league
agreed to drop its opposition to the team's plan to sell future
media rights, a source told Reuters.

The report says selling the media rights is expected to enhance
the value of the team ahead of a sale and ultimately put more
money in McCourt's pocket.  While that agreement settled one legal
battle, it opened a new one pitting the team against Fox, which
broadcasts Dodgers games.  In order to sell the media rights to
games beginning in 2014, the team plans to alter an exclusive
negotiating period with Fox, which operates as Prime Ticket.

The report notes the broadcaster opposes those changes, saying in
a court filing late Wednesday that they are being done "to
transfer additional economic value from Prime Ticket to Mr.
McCourt."

The report relates that Fox has also accused the team of
contacting other potential bidders for the media rights, violating
Fox's exclusive negotiating right.  Fox, a division of News Corp,
asked the court to postpone a hearing on the Dodgers' media rights
request until it considers the request to end the bankruptcy.  Fox
said it intends to file that request shortly.

The report adds that the Dodgers said in a statement that Fox
wanted to postpone the media rights hearing because "they are not
prepared for the hearing or they think they will lose."

The report notes, while Mr. McCourt and Selig have agreed to a
settlement, they have not said how they plan to sell the team in a
way that satisfies both sides.

                    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.


LPATH INC: Reports $1.1 Million Net Income in Third Quarter
-----------------------------------------------------------
Lpath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.13 million on $1.77 million of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$2.95 million on $769,025 of total revenues for the same period
during the prior year.

The Company also reported net income of $854,481 on $6.09 million
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $3.61 million on $5.85 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$20.04 million in total assets, $15.61 million in total
liabilities, and $4.42 million in total stockholders' equity.

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

                        http://is.gd/vdZhk7

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


LYONDELLBASELL: S&P Ratings Lifted, On Verge of Investment Grade
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Standard & Poor's
Ratings Services upgraded LyondellBasell Industries NV's credit
rating two notches, leaving the chemical maker one step short of
investment-grade territory, after a subsidiary successfully
tendered a large amount of debt.


MAGUIRE GROUP: Owes $15MM to Connecticut & $12MM to Rhode Island
----------------------------------------------------------------
The Associated Press reports Maguire Group listed potential claim
of $15 million by the state of Connecticut as the result of a
lawsuit the state filed against a contractor on a prison project
in which Maguire served as designer.

According to the report, the Company also listed potential claims
by Rhode Island totaling $12 million on another project where
Maguire served as the designer; a potential claim of almost
$7.9 million stemming from allegations raised by the US Department
of Transportation; and potentially hundreds of thousands of
dollars to other creditors.

The report notes the company has already paid a settlement over
the Connecticut highway problems.

Maguire supervised the botched Interstate 84 highway widening
project in greater Waterbury, Conn.

Based in Miami, Florida, Maguire Group Holdings Inc. fka Metric
filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No.
11-39347) on Oct. 24, 2011.  Judge Robert A. Mark presides over
the case.  Christopher A. Jarvinen, Esq., and James D.
Gassenheimer, Esq., at Berger Singerman, P.A., represent the
Debtors.  The Debtor selected Kurtzman Carson Consultants LLC as
notice and claims agent, and Rasky Baerlein Strategic
Communications Inc. as communications consultants.  The Debtor
estimated less than $50,000 in assets and between $1 million and
$10 million in debts.


MAINGATE LLC: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maingate LLC
        2932 Wilshire Boulevard, Suite 205
        Santa Monica, CA 90403

Bankruptcy Case No.: 11-57244

Chapter 11 Petition Date: November 15, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Brian L. Davidoff, Esq.
                  RUTTER HOBBS & DAVIDOFF INCORPORATED
                  1901 Avenue Of The Stars Ste 1700
                  Century City, CA 90067
                  Tel: (310) 286-1700
                  Fax: (310) 286-1728
                  E-mail: bdavidoff@rutterhobbs.com

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

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-57244.pdf

The petition was signed by George Meshkanian, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
JM Kissimmee, LLC                      11-23289   11/15/11


MARINA BIOTECH: Posts $4.4 Million Net Loss in Third Quarter
------------------------------------------------------------
Marina Biotech, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.4 million on $286,000 of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $8.3 million on $1.1 million of revenue for the same
period of 2010.

The Company reported a net loss of $11.6 million on $629,000 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $21.9 million on $1.5 million of revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$28.1 million in total assets, $12.2 million in total liabilities,
and stockholders' equity of $15.9 million.

As reported in the TCR on March 29, 2011, KPMG LLP, in Seattle,
Wash., expressed substantial doubt about Marina Biotech's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring losses and has an accumulated deficit, and has
had recurring negative cash flows from operations.

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

                       http://is.gd/WTZAxD

Bothell, Wash.-based Marina Biotech, Inc. (Nasdaq: MRNA)
-- http://www.marinabio.com/-- is a biotechnology company,
focused on the development and commercialization of RNA
interference- (RNAi) and RNA-based therapeutics.


MECHANICAL TECHNOLOGY: Posts $211,000 Net Loss in 3rd Quarter
-------------------------------------------------------------
Mechanical Technology, Incorporated, filed its quarterly report on
Form 10-Q, reporting a net loss of $211,000 on $2.3 million of
revenues for the three months ended 30, 2011, compared with a net
loss of $705,000 on $2.0 million of revenues for the corresponding
period last year.

The Company reported a net loss of $668,000 on $7.0 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $3.3 million on $5.7 million of revenues for the nine
months ended Sept. 30, 2010.

The Company's balance sheet as of Sept. 30, 2011, showed
$4.2 million in total assets, $1.7 million in total liabilities,
all current, and stockholders' equity of $2.5 million.

PricewaterhouseCoopers in Albany, New York, expressed substantial
doubt about Mechanical Technology's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has an accumulated deficit.

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

                       http://is.gd/GSNqak

Albany, N.Y.-based Mechanical Technology, Incorporated, operates
in two segments, the Test and Measurement Instrumentation segment,
which is conducted through MTI Instruments, Inc., a wholly-owned
subsidiary, and the New Energy segment which is conducted through
MTI MicroFuel Cells Inc., a variable interest entity.


MEDCLEAN TECHNOLOGIES: Incurs $648,746 Net Loss in Third Quarter
----------------------------------------------------------------
Medclean Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $648,746 on $602,946 of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $750,158
on $306,825 of total revenues for the same period during the prior
year.

The Company also reported a net loss of $3.69 million on
$1.38 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $3.50 million on $707,450 of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.01 million in total assets, $1.88 million in total liabilities,
and a $874,617 total stockholders' deficit.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet its
obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.

                        Bankruptcy Warning

The Company has available cash and cash equivalents of
approximately $102,515 at Sept. 30, 2011, which it intends to
utilize for working capital purposes and to continue developing
its business.  To supplement its cash resources, the Company has
secured alternative financing arrangements with two investment
entities.  While the acquisition of cash through these programs is
related to company performance, the Company believes it will have
access to the necessary funds for its to execute its business
plan.  However, the Company continues to incur significant
operating losses that will result in the reduction of its cash
position.  The Company cannot assure that it will be able to
continue to obtain funding through the alternative financing
arrangements and the lack thereof would have a material adverse
impact on its business.  Moreover, any equity funding could be
substantially dilutive to existing stockholders.  The
aforementioned factors raise doubt about the Company's ability to
continue as a going concern.  In the event the Company is unable
to continue as a going concern, it may pursue a number of
different options, including, but not limited to, filing for
protection under the federal bankruptcy code.

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

                        http://is.gd/FphoRl

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.


MEDICAL CONNECTIONS: Incurs $942,806 Net Loss in Third Quarter
--------------------------------------------------------------
Medical Connections Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $942,806 on $1.36 million of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$1.18 million on $2.26 million of revenue for the same period
during the prior year.

The Company also reported a net loss of $2.74 million on
$5.17 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.72 million on $5.60 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.92 million in total assets, $408,470 in total liabilities, all
current, and $1.52 million in total stockholders' equity.

As reported in the TCR on April 6, 2011, De Meo, Young, McGrath,
in Boca Raton, Fla., expressed substantial doubt about Medical
Connections Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's dependence on outside financing, lack
of sufficient working capital, and recurring losses from
consolidated operations.

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

                        http://is.gd/iEsEkS

                     About Medical Connections

Boca Raton, Fla.-based Medical Connections Holdings, Inc., is a
healthcare staffing company which provides staffing services for
allied professionals and nurses to the Company's clients on a
national basis.


MEDL MOBILE: Posts $275,900 Net Loss in Third Quarter
-----------------------------------------------------
MEDL Mobile Holdings, Inc., formerly Resume in Minutes, Inc.,
filed its quarterly report on Form 10-Q, reporting a net loss of
$275,967 on $705,028 of revenues for the three months ended
Sept. 30, 2011, compared with net income of $34,944 on $201,532 of
revenues for the same period last year.

The Company reported a net loss of $483,906 on $1.7 million of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $22,527 on $496,379 of revenues for the same period
of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $2.2 million
in total assets, $99,742 in total liabilities, and stockholders'
equity of $2.1 million.

At Sept. 30, 2011, the Company's cash on hand was $1,757,243.  The
Company's sales have increased in the current quarter over the
second quarter by $131,960 or 23%.  The Company anticipates its
revenues for the remainder of 2011 and for the year ended Dec. 31,
2012, to continue to increase.

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

                       http://is.gd/89hkp7

As reported in the TCR on Aug. 24, 2011, while the Company has
been generating revenues from various development contracts, the
Company has generated losses totaling $207,991 and $12,417 for the
six months ended June 30, 2011, and 2010, respectively, and
$263,019 since March 4, 2009 (inception).

"The successful outcome of future financing activities cannot be
determined at this time and there is no assurance that if
achieved, the Company will have sufficient funds to execute its
intended business plan or generate positive operating results.

"The continuation of the Company as a going concern is dependent
upon the ability of the Company to generate sufficient cash flow
to support its operations or obtain financing to continue
operations.  The Company has had limited operating history to
date.

"These factors raise substantial doubt regarding the ability of
the Company to continue as a going concern."

                        About MEDL Mobile

Fountain Valley, Calif.-based MEDL Mobile Holdings, Inc., is
primarily engaged in the monetization of mobile application
software or "Apps" through four revenue generating platforms: (i)
development of customized Apps for third parties to monetize their
particular intellectual property, persona or brand, (ii)
incubation of Apps in partnership with third parties and from a
library of more than 75,000 original Apps concept submissions,
(iii) sale of advertising and sponsorship opportunities directly
to brands via mobile advertising networks, and (iv) acquisition of
Apps from other developers and use of a proprietary application
programming interface, or API, to make Apps recommendations for
the Company's user base.


MF BUCKHEAD: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MF Buckhead LLC
        3316-A South Cobb Drive, Ste 226
        Smyrna, GA 30080

Bankruptcy Case No.: 11-82679

Chapter 11 Petition Date: November 14, 2011

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

Judge: C. Ray Mullins

Debtor's Counsel: Bob J. Phillips, Esq.
                  B. PHILLIPS & ASSOCIATES PC
                  410 Peachtree Parkway, Ste 4227
                  Cumming, GA 30041
                  Tel: (770) 205-1922
                  Fax: (770) 205-0887
                  E-mail: bphill60@msn.com

Scheduled Assets: $314,281

Scheduled Debts: $1,424,722

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-82679.pdf

The petition was signed by Cuong Nguyen, owner/operator.


MF GLOBAL: Cash Collateral Use Expires Today Absent Extension
-------------------------------------------------------------
JPMorgan Chase Bank, N.A., has agreed to extend MF Global
Holdings Ltd. and MF Global Finance USA, Inc.'s interim use of
cash collateral through the week of November 21, 2011, according
to a notice filed with the U.S. Bankruptcy Court for the Southern
District of New York on November 14, 2011.

Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, tells Judge Martin Glenn that the parties are negotiating an
agreed order regarding the extension and the scheduling and
nature of further proceedings.

The hearing, originally scheduled for November 16, 2011, to
consider the Cash Collateral Motion on a final basis is
continued.

JPMorgan Chase previously agreed to extend the Debtors' period to
use cash collateral from November 14, 2011 to November 16, 2011,
pursuant to a Nov. 10, 2011 Court-approved stipulation.

The Debtors and JPMorgan entered the stipulation pursuant to the
Amended Interim Cash Collateral Order, which granted the Debtors'
request to use cash collateral until November 14.

Except as set forth in the Parties' Stipulation, no other terms
of the Amended Interim Cash Collateral Order will be deemed
amended, waived or otherwise modified by the Parties'
Stipulation, and the Amended Interim Cash Collateral Order will
remain in full force and effect, Judge Glenn clarified.

             Customer Group: Lenders not Entitled to
                      Liens and Priority Status

The Commodity Customer Coalition, on behalf of certain MF Global
Inc. customers, objects to the Debtors' cash collateral use on a
final basis because:

  (i) the Debtors have not provided adequate notice of the Cash
      Collateral Motion to all interested parties;

(ii) no one -- not the Liquidity Facility Lenders or the
      professionals -- is entitled to priority secured interests
      in assets that may belong to customers;

(iii) the Debtors have not proposed any protection for the
      priority interests of customers; and

(iv) the Liquidity Facility Lenders are not entitled to a
      finding of good faith at this stage in the Debtors'
      Chapter 11 cases.

The group's co-founder, James L. Koutulas, Esq., chief executive
of Typhoon Capital Management, argues that due to the apparent
$600-million shortfall of customer segregated funds and the lack
of cooperation by MF Global officers and directors in determining
its whereabouts, it is imperative that the Court does not grant
any liens, encumbrances, priorities, or super-priorities of any
assets in the Debtors without protection for customer funds at
this time.  To do so, he avers, could allow the Debtors and
JPMorgan Chase Bank, N.A. to obtain a priority over customers on
customer funds in derogation of the Bankruptcy Code and CFTC
regulations.  This would deprive commodity investors of the one
protection they have -- a right to priority payout -- and
possibly further chill economic activity in these troubled times,
he stresses.

The Coalition thus asks the Court to protect the customer funds
by immediately releasing $633 million to them or, in the
alternative, clearly providing in any final order granting the
Debtors' Motion -- that:

  * Customers will have a right to an ad hoc committee to
    monitor events in these bankruptcy proceedings; and

  * any priority lien given to any party in the Debtors'
    bankruptcy cases will not be superior to the rights, if any,
    of the Customers to recover from the Debtors' estates; and

  * professionals have no right to recover for fees and expenses
    until the time as any funds deemed -- by the U.S. Securities
    and Exchange Commission, Commodity Futures Trading
    Commission, the Federal Bureau of Investigation, the trustee
    overseeing MF Global Inc.'s liquidation, or the Court -- to
    be Customer funds have been released to the Customers.

A list of the objecting customer members of the Coalition is
available for free at:

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

The Coalition, on an informal basis, represents the interests of
over 2,500 MFGI customers who have indicated interest via e-mail
or through their brokers.

                       About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Wants Lift Stay for Rubin Class Suit Settlement
----------------------------------------------------------
MF Global Holdings Ltd. and MF Global Finance USA Inc. ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to allow MFGH to
proceed in the class action captioned Michael Rubin v. MF Global
Ltd., et al. pending in the U.S. District Court for the Southern
District of New York so as to participate in a final hearing
scheduled for November 18, 2011, to consider approval of a
settlement agreement resolving the Action.

The Iowa Public Employees' Retirement System; the Policemen's
Annuity & Benefit Fund of Chicago; the Central States, Southeast
and Southwest Areas Pension Fund, and the State-Boston Retirement
System are the representatives of a conditionally certified class
in the Action.  The Action was filed on March 6, 2008, against
MFGH and certain of its current and former officers; Man Group
Plc; Man Group UK Ltd. and certain underwriters for the initial
public offering on or about July 19, 2007, through February 28,
2008.

Five shareholder actions have been consolidated for all purposes
into this single Action.  The Class consists of purchasers of MF
Global stock between the date of the IPO.  The Class seeks to
hold the defendants liable under Sections 11, 12, and 15 of the
Securities Act of 1933 for alleged misrepresentations and
omissions related to their risk management and monitoring
practices and procedures.  The Class seeks more than $1.1 billion
in damages in the Action.

In December 2010, the parties explored a potential negotiated
resolution of the claims against the Settling Defendants in
mediation sessions conducted by former Judge Layn R. Phillips.
The proposed Settlement was reached when the parties agreed to
the mediator's recommendation concerning the terms of the
Settlement.  Following the agreement in principle, the parties
proceeded to negotiate the terms of a memorandum of
understanding, which, among other things, provided for
substantial discovery to be conducted before the parties would
memorialize the Settlement in a formal agreement.  The parties
thereafter engaged in extensive discovery.

The parties agreed to settle the Action for $90 million, of which
the Debtors were obligated to pay $2.5 million.  On August 22,
2011, the Debtors deposited the $2.5 million into an escrow
account.  The funds that have been deposited into the Escrow
Account can only be used in satisfaction of MFGH's payment
obligations pursuant to the Settlement Agreement, and are only
subject to being returned to the Debtors if the Settlement
Agreement is not approved, or, if a threshold percentage of class
members were to opt out of the settlement by October 28, 2011.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/MFGlobal_RubinSettlement.pdf

On August 12, 2011, Judge Victor Marrero of the District Court
preliminarily approved the Settlement Agreement, and set
November 18, 2011 as hearing for final approval of the Settlement
Agreement.  In addition, the threshold percentage of class
members did not opt out of the settlement by the Opt-Out Date,
and thus the only right the Debtors have under the Settlement
Agreement for the return of the $2.5 million is if the settlement
is not approved by the District Court and the Effective Date of
the settlement does not occur.  Under the Settlement Agreement, a
portion of the $2.5 million is not subject to return under any
circumstances to the extent it was utilized for the costs of
notice to the Class.

In conjunction, the Debtors ask the Bankruptcy Court to ratify
MFGH's entry into the Settlement Agreement and to authorize MFGH
to perform the obligations under the Settlement Agreement, with
all relief conditioned upon:

  (a) reimbursement, on or prior to the Effective Date of the
      Settlement Agreement, of MFGH for its previously funded
      $2,500,000 contribution into the Escrow Account under the
      Settlement Agreement; and

  (B) the releases provided to MFGH and its affiliates under the
      Settlement Agreement becoming binding and enforceable as
      provided in the Settlement Agreement.

Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, states that in light of the substantial efforts
by the litigants in reaching the Settlement Agreement and
substantial costs in noticing the Class with respect thereto, the
Class and other litigants desire that the Settlement Hearing
proceed.  So as to allow the Settlement Hearing to proceed, the
co-Defendants have agreed to reimburse MFGH for the $2,500,000
that it funded into Escrow, he discloses.  MFGH would still gain
the benefit of the broad releases contained in the Settlement
Agreement, he notes.

Thus, if the automatic stay is not modified allowing the
Settlement Hearing to proceed, conditioned upon the reimbursement
of Holdings for its previously funded $2,500,000 contribution
into Escrow and upon the releases provided to MFGH and its
affiliates under the Settlement Agreement becoming binding and
enforceable, the Debtors will be deprived of benefits of this
resolution, obtained at no cost to the Debtors' estate, Mr. Ziman
stresses.  Specifically, if the Settlement Agreement is not
approved, a complex securities class action will resume, and the
Debtors will have to expend substantial time and estate resources
responding to discovery requests, dealing with indemnification
claims of all non-Debtors defendants in the Action, and
litigating the priority of the claims, he emphasizes.

In a related request, the Debtors ask the Bankruptcy Court to (i)
shorten the notice period for the Lift Stay Motion so that it may
be heard by Judge Glenn on November 16, 2011; and (ii) require
that objections to the Lift Stay Motion, if any, be filed on
Nov. 16.

In an accompanying declaration, Darya Geeter, former global head
of litigation of MF Global, tells Judge Glenn that the Settlement
Agreement resolves the Class' claims in the Action in the most
cost effective manner reasonably available.

At the Debtors' behest, the Bankruptcy Court shortened the notice
period for the Lift Stay Motion so that it may be heard on
November 16, 2011.  Objections to the Lift Stay Motion, if any,
are due no later than Nov. 16.

Co-lead counsel for Lead Plaintiffs and the Class are:

        Mark R. Rosen, Esq.
        BARRACK, RODOS & BACINE
        3300 Two Commerce Square
        2001 Market Street
        Philadelphia, PA 19103
        Tel: (215) 963-0600
        Fax: (215) 963-0838
        E-mail: mrosen@barrack.com

        William J. Ban, Esq.
        BARRACK, RODOS & BACINE
        425 Park Avenue, 31st Floor
        New York, NY 10022
        Tel: (212) 688-0782
        Fax: (212) 688-0783
        E-mail: wban@barrack.com

             -- and --

        Carol V. Gilden, Esq.
        COHEN MILSTEIN SELLERS & TOLL PLLC
        190 S. LaSalle Street, Suite 1705
        Chicago, IL 60603
        Tel: (312) 357-0370
        Fax: (312) 357-0369
        E-mail: cgilden@cohenmistein.com

        Steven J. Toll, Esq.
        Daniel S. Sommers, Esq.
        S. Douglas Bunch, Esq.
        COHEN MILSTEIN SELLERS & TOLL PLLC
        1100 New York Avenue, N.W.
        Suite 500, West Tower
        Washington, D.C. 20005-3964
        Tel: (202) 408-4600
        Fax: (202) 408-4699
        E-mail: stoll@cohenmistein.com
                dsommers@cohenmistein.com
                dbunch@cohenmistein.com

Additional counsel for Plaintiff State-Boston Retirement System
is:

        Christopher J. Keller, Esq.
        Jonathan Gardner, Esq.
        Angelina Nguyen, Esq.
        LABATON SUCHAROW, LLP
        140 Broadway
        New York, NY 10005
        Tel: (212) 907-0700
        Fax: (212) 818-0477
        E-mail: ckeller@labaton.com
                jgardner@labaton.com
                anguyen@labaton.com

MF Global and the individual defendants are represented by:

        Bernard W. Nussbaum, Esq.
        Warren R. Stern, Esq.
        David B. Anders, Esq.
        Tracy O. Appleton, Esq.
        WACHTELL, LIPTON, ROSEN & KATZ
        51 West 52nd Street
        New York, NY 10019-6150
        Tel: (212) 403-1000
        Fax: (212) 403-2000
        E-mail: AJNussbaum@wlrk.com
                WRStern@wlrk.com
                DBAnders@wlrk.com
                TOAppleton@wlrk.com

                       About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: SIPA Trustee Has Motion for Misdirected Wires Protocol
-----------------------------------------------------------------
James W. Giddens, trustee for MF Global Inc. pursuant to
the Securities Investor Protection Act, asks the bankruptcy court
to approve procedures for the trustee to return wire transfers
misdirected to MFGI bank accounts, including procedures to return
misdirected wires of $250,000 or less, without further court
order.

The SIPA Trustee relates that based on his experience regarding
Misdirected Wires from prior SIPA liquidations, in many cases,
Misdirected Wires result from the failure of: (i) the beneficiary
of a particular transfer of funds to provide proper wiring
instructions to the party ordering or authorizing the transfer;
(ii) the Ordering Party to provide proper wiring instructions to
the sending institution; or (iii) the Sending Institution to
follow proper wiring instructions.

In the normal course of business, a Sending Institution can
recall funds sent in error with relative ease.  However, the SIPA
Trustee says that because MFGI is in liquidation under SIPA,
before returning any alleged Misdirected Wires, the Trustee must
investigate all funds alleged to be Misdirected Wires, and
confirm that those funds were in fact sent in error and are not
property of MFGI's estate, before the return of any funds.  This,
the SIPA Trustee adds, requires a careful review of all
information provided by the person or entity requesting the
Return and independent confirmation that the information provided
is accurate.

                      Proposed Procedures

A party alleging that any funds wired to an MFGI bank account
were sent in error and requesting the return of the alleged
Misdirected Wires must report it to the Trustee by sending a
completed Request Form for the Return of Misdirected Wires, which
will be available for download at http://www.mfglobaltrustee.com/

Once completed, the Requesting Party must send the Request Form
to an intake e-mail address mfgmisdirectedwires@hugheshubbard.com
with the subject line "New Request For The Return Of Misdirected
Wires."  Upon the Trustee's receipt of a Request Form, the
Requesting Party, will receive a return e-mail confirming the
receipt.  The Trustee's representatives will thereafter contact
the Requesting Party if they need additional information and once
they make a determination on whether to authorize a return.

If the Trustee authorizes a return, his representatives will
prepare the required documentation and send it to the Requesting
Party to obtain the relevant parties' signatures.  With respect
to returns of less than or equal to $250,000, the Trustee seeks
court authority to return those funds without further court
order.  The Trustee will file with the Court each quarter a
report summarizing the returns made of De Minimis Misdirected
Wires in the prior quarter containing information as to the
dates, amounts and recipients of those returns.

With respect to Returns above $250,000, the Trustee will seek
authorization from the Court to return the Misdirected Wires on
an ad hoc basis.  The Trustee will prepare a court stipulation
which must be signed by the Ordering Party and the Beneficiary.
In some cases, the Trustee might require the signature of the
Sending Institution or the Requesting Party.

Parties wishing to receive a return must acknowledge the accuracy
of the representations made to the Trustee in a particular
Request Form and, as a condition of receiving a return, sign a
release of claims against the Trustee, the MFGI estate and SIPC
with respect to the Misdirected Wire, including a release of any
claims for interest, costs and attorneys fees.

Upon receipt of signed documents or entry of the Court
Stipulation, as the case may be, the Trustee will authorize the
bank that received the Misdirected Wire from the Sending Bank to
issue a return according to the wire instructions provided in the
Request Form.  Thereafter, the Receiving Bank should return the
funds within a few business days.

The Trustee also seeks court authority to charge a service fee
for effectuating all returns, equal to 1% of the return amount up
to a maximum surcharge of $5,000 per return.  The Trustee seeks
authority, in his discretion, to waive the surcharge in
appropriate situations.

                       About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: SIPA Trustee Asks for Disinterestedness Order
--------------------------------------------------------
The Hon. Paul A. Engelmayer of the U.S. Bankruptcy Court for the
Southern District of New York, on Oct. 31, 2011, entered an order
commencing the liquidation of MF Global Inc. pursuant to the
Securities Investor Protection Act.  The MFGI Liquidation Order
appointed James W. Giddens as trustee for MFGI's SIPA liquidation
and Hughes Hubbard & Reed LLP as counsel to the SIPA Trustee.

Section 78eee(b)(3) of SIPA specifies that no person will be
appointed as trustee or as attorney for the trustee in a
liquidation under SIPA if that person is not "disinterested"
within the meaning of Section 78eee(b)(6) of SIPA.  A person is
not disinterested if:

    "(i) such person is a creditor (including a customer),
    stockholder, or partner of the debtor; (ii) such person is
    or was an underwriter of any of the outstanding securities
    of the debtor or within five years prior to the filing date
    was the underwriter of any securities of the debtor; (iii)
    such person is, or was within two years prior to the filing
    date, a director, partner, officer, or employee of the
    debtor or such an underwriter, or an attorney for the debtor
    or such an underwriter; or (iv) it appears that such person
    has, by reason of any other direct or indirect relationship
    to, connection with, or interest in the debtor or such an
    underwriter, or for any other reason, an interest materially
    adverse to the interests of any class of creditors
    (including customers) or stockholders. . ."

Mr. Giddens, a member of Hughes Hubbard & Reed LLP, in New York,
assures the Court that:

  (i) he is not a creditor, stockholder, or partner of MFGI;

(ii) he is not, nor has been, an underwriter of any of the
      outstanding securities of MFGI or, within five years prior
      to the filing date, the underwriter of any securities of
      MFGI;

(iii) he is not, nor has been, within two years prior to the
      filing date, a director, partner, officer, or employee of
      MFGI or an underwriter, or any attorney for MFGI or an
      underwriter; and

(iv) he does not have, by reason of any other direct or
      indirect relationship to, connection with, or interest in
      MFGI or an underwriter, or for any other reason, an
      interest materially adverse to the interests of any class
      of creditors (including customers) or stockholders.

Mr. Giddens also discloses that he is trustee for the liquidation
of the business of Lehman Brothers Inc. in the case captioned In
re Lehman Brothers Inc., Case No. 08-1420 (JMP) SIPA (Bankr.
S.D.N.Y).  Mr. Giddens says Lehman Brothers Holdings Inc. is
pursuing a $379,743 avoidance action demand against MFGI.

James B. Kobak, Jr., Esq., a member of Hughes Hubbard & Reed LLP,
in New York, assures the Court that:

  (i) no member of HHR is a creditor (including a customer),
      stockholder, or partner of MFGI;

(ii) no member of HHR is or was an underwriter of any of the
      outstanding securities of MFGI or within five years prior
      to the filing date was the underwriter of any securities
      of MFGI;

(iii) no member of HHR is, or was within two years prior to the
      filing date, a director, partner, officer, or employee of
      MFGI or an underwriter, or any attorney for MFGI or an
      underwriter; and

(iv) it appears that no member of HHR has, by reason of any
      other direct or indirect relationship to, connection with,
      or interest in MFGI or an underwriter, or for any other
      reason, an interest materially adverse to the interests of
      any class of creditors (including customers) or
      stockholders.

                       About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Ex-Employees Launch Adv. Proceedings for Mass Layoffs
----------------------------------------------------------------
Several individuals, on behalf of themselves and other similarly
situated employees of MF Global Holdings Ltd., filed separate
adversary complaints arising from the firm's mass layoffs and
plant closings on November 11, 2011.

The plaintiffs are:

  * Pierre-Yvan Desparois and Todd Thielmann, individually and
    on behalf of all other similarly situated former employees
    v. MF Global Finance USA, Inc., MF Global Holdings, Ltd., et
    al.

  * Natalia Sivova and Christine Cousins, on behalf of herself
    and all other similarly situated v. MF Global Holdings Ltd.,
    MF Global Holdings USA Inc., MF Global Finance USA Inc. and
    MF Global Inc.; and

  * Anthony Abruzzo, on his own behalf and all other persons
    similarly situated v. MF Global Holdings, Ltd., MF Global
    Finance USA, Inc. and MF Global Inc. USA.

On or about November 11, 2011, the MF Defendants ordered mass
layoffs or plant closings at their offices throughout the U.S.
The mass layoffs or plant closings at the Offices resulted in
"employment losses," as the term is defined by Section 2101
(a)(2) of the U.S. Labor Code for at least 50 of MF Global's
employees and 33% of its workforce at the Offices, excluding
"part-time employees."

The Employees allege that they were terminated without cause on
November 11, 2011, and within 30 days of that date, or were
terminated without cause as the reasonably foreseeable
consequence of the mass layoffs or plant closings ordered by the
MF Defendants on or about November 11, 2011, and who are affected
employees within the meaning of Section 2101(a)(5) of Chapter 23
-- the Worker Adjustment and Retraining Notification -- of the
Labor Code.

Counsel to Mr. Desparois, Jeffrey D. Kurtzman, Esq., at Klehr
Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania,
contends that the MF Defendants were required by the WARN Act to
give the Employees and the Class Members at least 60 days advance
written notice of their terminations.  The MF Defendants,
however, failed to give the Employees and the Class members
written notice that complied with the requirements of the WARN
Act, the Employees allege.

The Employees further allege that the MF Defendants violated the
New York WARN Act Labor Law by order a plant closing, mass layoff
or relocation in New York without giving written notice of at
least 90 days before the order took effect to (i) the employees
affected by the order and (ii) the New York State Department of
Labor, the local workforce investment board, and the chief
elected official of each city and county government within which
the mass layoff, relocation or termination occurred.  As a result
of their violation of the NY WARN Act, the MF Defendants are
liable subject to a civil penalty of not more than $500 for each
day of the violation, the Employees assert.

The Employees also complain that the MF Defendants have also
failed to pay the Employees and each of the Class Members their
ages, salary, commissions, bonuses, accrued holiday pay and
accrued vacation for 60 days following their respective
terminations, and failed to make the pension and 401(k)
contributions and provide employee benefits under COBRA for 60
days from and after the dates of their terminations.

The Employees thus ask the Court to, among other things:

  * certify each action as a class action;

  * designate the Plaintiffs as the Class Representatives;

  * appoint the undersigned attorneys as Class Counsel;

  * grant a first priority administrative expense claim against
    the Debtors pursuant to Section 503(b)(1)(A) of the
    Bankruptcy Code in favor of the Employees and the other
    similarly situated former employees equal to the sum of:
    their unpaid wages, salary, commissions, bonuses, accrued
    holiday pay, accrued vacation pay, pension and 401(k)
    contributions and other COBRA benefits, for 60 days (90 days
    for the NY WARN Act Class), that would have been covered and
    paid under the then-applicable employee benefit plans had
    that coverage continued for that period, all determined in
    accordance with the Section 2104 (a)(I)(A) of Chapter 23 of
    the Labor Code, including any civil penalties; or,
    alternatively, determining that the first $11,725 of the
    WARN Act claims of the Employees and each of the other
    similarly situated former employees are entitled to priority
    status, under Section 507(a)(4) of the Bankruptcy Code, and
    the remainder is a general unsecured claim; and

  * grant an allowed administrative-expense priority claim under
    Section 503 of the Bankruptcy Code for the reasonable
    attorneys' fees and the costs and disbursements that the
    Employees incur in prosecuting each action, as authorized
    by WARN Act Section 2104(a)(6) and other applicable laws.

Todd Thielmann and Pierre-Yvan Desparois are represented by:

        Jeffrey D. Kurtzman, Esq.
        Charles A. Ercole, Esq.
        Kathryn Evans Perkins, Esq.
        KLEHR HARRISON HARVEY BRANSBURG LLP
        1835 Market Street, Suite 1400
        Philadelphia, PA 19103
        Tel: (215) 569-2700
        Fax: (215) 568-6603
        E-mail: jkurtzman@klehr.com
                cercole@klehr.com
                kperkins@klehr.com


NLG Maurice, et al., is represented by:

        Stuart J. Miller, Esq.
        LANKENAU & MILLER, LLP
        132 Nassau Street, Suite 423
        New York, NY 10038
        Tel: (212) 581-5005
        Fax: (212) 581-2122

             -- and --

        Mary E. Olsen, Esq.
        M. Vance McCrary, Esq.
        THE GARDNER FIRM, P.C.
        201 S. Washington Avenue
        Mobile, AL 36602
        Tel: (251) 433-8100
        Fax: (251) 433-8181
        E-mail: molsen@thegardnerfirm.com
                vmccrary@thegardnerfirm.com

Natalia Sivova, et al., is represented by:

        Jack A. Raisner, Esq.
        Rene S. Roupinian, Esq.
        OUTTEN & GOLDEN LLP
        3 Park Avenue, 29th Floor
        New York, NY 10016
        Tel: (212) 245-1000
        E-mail: jar@outtengolden.com
                rsr@outtengolden.com

                       About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: ICE Clear U.S. Completes Transfer of Positions
---------------------------------------------------------
Intercontinental Exchange disclosed that ICE Clear U.S. has
completed the transfer or closure of all MF Global customer
positions executed on ICE Futures U.S. and held at the clearing
house.  The substantial majority of customer positions were
transferred to alternative clearing participants at the request of
customers, and the balance of open positions were closed by the
clearing house.  ICE Clear U.S. remained fully collateralized
throughout the process.

"ICE Clear U.S. appreciates the cooperation and support from
customers, the Trustee and regulators as we've worked through the
management of MF Global's default," said ICE Clear U.S. President
Thomas Hammond.

                  About Intercontinental Exchange

Intercontinental Exchange -- http://www.theice.com/ -- is a
leading operator of regulated futures exchanges and over-the-
counter markets for agricultural, credit, currency, emissions,
energy and equity index contracts.  ICE Futures Europe hosts trade
in half of the world's crude and refined oil futures.  ICE Futures
U.S. and ICE Futures Canada list agricultural, currencies and
Russell Index markets.  ICE is also a leading operator of central
clearing services for the futures and over-the-counter markets,
with five regulated clearing houses across North America and
Europe. ICE serves customers in more than 70 countries.


MF GLOBAL: Hedge Funds Trade in Securities
------------------------------------------
The Wall Street Journal's Gregory Zuckerman reports that people
familiar with the matter said Centerbridge Partners, a $10 billion
private-equity and hedge-fund firm, purchased as much as $15
million of MF Global Holdings Ltd.'s bank debt.

The Journal, citing securities filings and people close to the
matter, said David Tepper, who manages about $14 billion at hedge
fund Appaloosa Management LP, bought nearly $50 million worth of
MF Global investments, including shares, bonds and bank debt.

The Journal also reports big hedge fund Elliott Management Corp.
is on MF Global's creditor's committee, and traders say the firm
owns a significant amount of MF Global's debt, though it isn't
clear when it was accumulated.

WSJ also notes other hedge funds say they also bought MF Global's
shares, which traded at about 13 cents on Nov. 18, down from
nearly $8 six months ago.

According to WSJ, betting on MF Global is highly risky. Federal
prosecutors have issued subpoenas amid continuing questions about
missing client money. It is unclear whether the company's estate
will be on the hook for part or all of the $600 million being
sought.  The Journal also notes the dangers are why Centerbridge,
Appaloosa and other veterans at the game of scavenging carcasses
of dead trading firms are risking well under 1% of their
portfolios. But these traders say the wagers could pay off big
time if MF Global's balance sheet portrays an accurate view of the
firm and if the $600 million is recovered.

The Journal relates some traders calculate MF Global lost about
$400 million as its holdings of European debt fell in value in
recent weeks, based on trading of these securities.  An additional
$300 million or so could be lost as the firm is unwound, based on
similar situations. That would leave MF Global shares with about
$500 million of value.

In that best-case scenario, according to the Journal, the stock
likely would climb, because that $500 million is well above the
stock's current $22 million market value.  Likewise, MF Global's
bonds, now trading at about 36 cents on the dollar, and bank debt,
at about 50 cents, could soar toward 100 cents because they would
be paid off. Trading volume on the debt, bought through a broker
like other investments, is strong; the shares trade on the over-
the-counter market.

                       About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MGM RESORTS: Moody's Raises CFR to B2; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded MGM Resorts International's
Corporate Family and Probability of Default ratings to B2, its
senior secured rating to Ba2, and its senior unsecured notes to
B3. MGM has an SGL-3 Speculative Grade. The rating outlook is
stable.

Ratings upgraded:

MGM Resorts International

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2 from Caa1

Senior secured notes to Ba2 (LGD 2, 14%) from Ba3 (LGD 1, 5%)

Senior unsecured notes to B3 (LGD 5, 70%) from Caa1 (LGD 3, 49%)

Mandalay Resort Group

Senior unsecured notes to B3 (LGD 5, 70%) from Caa1 (LGD 3, 49%)

Senior subordinated notes to Caa1 (LGD 6, 96%) from Caa3 (LGD 5,
87%)

Rating affirmed:

Speculative Grade Liquidity at SGL-3

RATINGS RATIONALE

The B2 rating reflects Moody's view that continued earnings
improvement at MGM's 51% owned Macau joint venture increases the
likelihood of a dividend distribution that would help improve the
company's liquidity profile. The B2 Corporate Family Rating also
reflects Moody's view that positive lodging trends in Las Vegas
will continue through 2012 and will help improve MGM's leverage
and coverage metrics modestly.

The improving operating environment in Las Vegas and the potential
for a dividend from the Macau joint venture is expected to aid
MGM's ability to access the capital markets and address its
considerable debt maturities in 2012 and 2013. Despite several
years of a weak U.S. economy and volatile capital markets, MGM has
been able to gradually improve its debt maturity profile.

During 2011, the Macau joint venture has demonstrated strong
improvements in operating results that Moody's expects will
continue to be driven by credit for high-rollers, increased
spending by mass-market visitors, and limited new supply.

Improving Las Vegas Strip visitor volume and convention attendance
has improved MGM's hotel occupancy, room rates, and property-level
EBITDA (up about 9% between comparable September 30 year-to-date
periods). Based on advance booking trends, Moody's expects MGM
will continue to benefit from improved Las Vegas visitor volume,
at least through 2012. However, given consumers' reluctance to
increase discretionary spending in light of high unemployment and
lower housing prices, Moody's expects only a very modest up tick
in gaming revenues in 2012. Excluding the Macau operations, MGM's
debt to EBITDA for the 12-month period ended September 30, 2012
was about 10.5 times, and EBITDA to interest was about 1.2 times.

The Speculative Liquidity Rating (SGL-3) reflects adequate
liquidity. Moody's does not expect MGM to generate sufficient cash
flow to support all of its funding needs over the next two years
and will be reliant upon its revolving credit facility for
alternate liquidity.

The rating outlook is stable reflecting Moody's view that rising
visitation to the Las Vegas Strip will improve MGM's debt/EBITDA
to slightly under 10 times (excluding the Macau joint venture) by
year-end 2012 and that MGM will execute transactions that will
improve its liquidity profile.

Given MGM's high leverage, Moody's does not expect upward rating
momentum. However, MGM's ratings could be raised if the Las Vegas
Strip's recovery gains greater momentum -- particularly sustained
growth in gaming revenue, and if the company can improve its debt
maturity profile.

The ratings could be downgraded if improving operating conditions
in Las Vegas stall or MGM is unable to further improve its
liquidity profile.

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


MIDWEST HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Midwest Hospitality Group, Inc.
        1220 Brookville Way
        Indianapolis, IN 46239

Bankruptcy Case No.: 11-14314

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N. Delaware Street, Suite 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  E-mail: kc@esoft-legal.com

Scheduled Assets: $587,000

Scheduled Debts: $2,682,954

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/insb11-14314.pdf

The petition was signed by Sanjay Patel, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Motels of Avon, LLC                   11-14011            11/09/11
Motels of Fishers, LLC                11-14009            11/09/11
Motels of Seymour, LLC                10-8839             06/11/10


MMRGLOBAL INC: Incurs $2.1 Million Net Loss in Third Quarter
------------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.14 million on $352,058 of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.68 million on $270,386 of total revenues for the same period a
year ago.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company also reported a net loss of $6.24 million on
$1.08 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $16.01 million on
$556,648 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $2.13
million in total assets, $6.66 million in total liabilities and a
$4.53 million total stockholders' deficit.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal'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, and 2009.

"The trading multiples on revenue and valuations on companies in
health IT can be significant.  Therefore, we have retained
analysts and healthcare professionals, including The MichaelBass
Group, to assist the Company in any future potential relationship
with JERCS to maximize the value of any transaction to
shareholders.  The MichaelBass Group, an investment banking and
strategic advisory services firm focused on healthcare information
technology, is also helping identify revenue-generating startup
companies in health IT that are selling services which could be
additive to MMR and that are finding it challenging to survive in
the current private equity climate.  We plan on offering small
amounts of MMR out of the money warrants to selected strategic
partners to secure options to invest in them similar to what
IdeaLab did with dot.coms," said Robert H. Lorsch, MMRGlobal
Chairman, President and Chief Executive Officer.

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

                        http://is.gd/L6R72J

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.


MONTANA ELECTRIC: Amends List of Largest Unsecured Creditors
------------------------------------------------------------
Southern Montana Electric Generation & Transmission Cooperative
has filed with the U.S. Bankruptcy Court for the District of
Montana an amendment to its list of 20 largest unsecured
creditors, adding three unsecured creditors inadvertently omitted
from the original list: NorthWestern Energy Corporation, the
Western Area Power Administration, and Boland Drilling Company.
The Debtor also increased the amount estimated as owing The Energy
Corporation, the Edwards, Frickle and Culver firm, and Electrical
Consultants, Inc.

Debtor's Amended List of Its 20 Largest Unsecured Creditors:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
PPL EnergyPlus, LLC
2 North Ninth Street
Allentown, PA 18101            Power Purchase       $7,584,243.28

National Rural
Utilities CFC
20701 Cooperative Way
Dulles, VA 20166               Line of Credit       $3,000,000.00

First Interstate Bank
P. O. Box 5010
Great Falls, MT 59403          Bank Line of Credit  $1,856,369.86

EPC Services, Inc.
3521 Gabel Road
Billings, MT 59102             Construction         $1,858,605.92

NorthWestern Energy
40 E. Broadway St.             Electricity &
Butte, MT 59701-9394           Gas Transmission     $1,385,900.77

Bonneville Power Power
Administration
P. O. Box 3621
Portland, OR 97208             Purchase             $1,233,455.75

Stanley Consultants
8000 S Chester Street
Centennial, CO 80112           Engineering            $917,187.67

Corval Group
1633 Eustis Street
St. Paul, MN 55108             Construction           $870,202.30

LS Jensen
4685 Mullen Road
Missoula, MT 59808             Construction           $682,344.05

The Energy Corp
126 Pine View Loop
Bastrop, TX 78602              Construction           $558,683.90

Western Area Power
Administration
Watertown Operations
Power Billing Division
Box 790
Watertown, SD 57201-0790       Power Supply           $566,284.60

Edwards, Frickle & Culver
P. O. Box 20039
Billings, MT 59108             Legal Services         $306,207.35

ATCO Structures &
Logistics, Ltd                 Construction           $171,382.70

Land Supply, Inc.              Construction           $178,500.00

Energy West                    Gas Purchases and
Montana                        Project Related
                               Payments               $158,377.80

E3 Consulting                  Consulting Services    $102,771.01

Covington & Burling            Legal Services          $55,752.84

GE Packaged Power, Inc.        Spare Parts             $49,145.00

Boland Drilling Co.            Construction            $34,900.00

Electrical Consultants, Inc.   Engineering             $31,587.68

                       About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MONTANA ELECTRIC: City Officials Nod Appointment of Trustee
-----------------------------------------------------------
Richard Ecke at greatfallstribune.com reports that Great Falls,
Mont. city officials expressed satisfaction on Nov. 15, 2011, that
an independent trustee may be appointed to run the bankrupt
Southern Montana Electric Generation & Transmission Cooperative.

According to the report, U.S. Bankruptcy Judge Ralph B. Kirscher
set a hearing for Nov. 21, 2011, at 10 a.m., in federal court in
Billings on the trustee matter.

The report also notes that on Nov. 21, Judge Kirscher will hold a
final hearing on the request prohibiting SME's power suppliers
from altering or cutting off electricity to the wholesale co-op
while the bankruptcy case moves forward.

The report relates that federal bankruptcy officials probably are
collecting names of potential trustees, and it's possible a
trustee would be named.  The city also backs the idea of an
examiner being appointed in the bankruptcy case, which is still a
possibility.

                       About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MOORE SORRENTO: Plan Outline Hearing Rescheduled to Nov. 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the for the Northern District of
Texas has reset the hearing to Nov. 30, 2011, at 2:30 p.m., to
consider adequacy of the disclosure statement explaining the terms
of Moore Sorrento, LLC's proposed Plan of Reorganization dated
Oct. 3, 2011.

As reported in the Troubled Company Reporter on Oct. 20, 2011, the
Plan classifies various claims and interests against the Debtor.
All classes of claims and interests are estimated to have
100% recovery under the Plan.

Class 1 Convenience Claims will receive a single cash payment
equal to 100% of the Allowed Claim without interest.  Any holder
of a General Unsecured Claim may make an election under the Plan
to be treated as a Convenience Claims.

Class 2 Wells Fargo Secured Claim is estimated to be
$39.8 million.  Wells Fargo's Allowed Claim based on the First
Note will be paid in 60 installments and will bear a 5% interest
per annum as of the Effective Date.  Wells Fargo's Allowed Claim
based on the Second Note will be paid in 60 installments and will
bear a 7% interest per annum as of the Effective Date.

Class 3 General Unsecured Claims will receive the allowed claim
amount in 60 installments without interest.

Class 4 Secured Tax Claim will also be paid in 60 equal
installments, and will bear interest at a rate yet to be fixed.

Class 5 Interests in the Debtor will be retained.  Collins and
Lippman will make a capital contribution to the Debtor as of the
Effective Date in the amount of $1 million.

A full-text copy of the Disclosure Statement dated Oct. 3, 2011,
is available for free at
http://bankrupt.com/misc/MOORESORRENTO_DSOct3.PDF

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.


MORTGAGEBROKERS.COM: Delays Filing of 3rd Qtr. Form 10-Q
--------------------------------------------------------
MortgageBrokers.com Holdings, Inc., was unable, without
unreasonable effort or expense, to file its quarterly report on
Form 10-Q for the period ended Sept. 30, 2011, by the Nov. 14,
2011, filing date applicable to smaller reporting companies due to
a delay experienced by the Company in completing its financial
statements and other disclosures in the Quarterly Report.  As a
result, the Company is still in the process of compiling required
information to complete the quarterly report and its independent
registered public accounting firm requires additional time to
complete its review of the financial statements for the period
ended Sept. 30, 2011, to be incorporated in the Quarterly Report.
The Company anticipates that it will file the Quarterly Report no
later than the fifth calendar day following the prescribed filing
date.

                 About MortgageBrokers.com Holdings

Based in Toronto, Canada, MortgageBrokers.com Holdings,
Inc., provides mortgage brokerage services in the Canadian
provincial markets of Newfoundland, Nova Scotia, New Brunswick,
Prince Edward Island, Ontario, Saskatchewan and Alberta.

The Company's balance sheet at June 30, 2011, showed $2.10 million
in total assets, $3.59 million in total liabilities, and a
$1.49 million total stockholders' deficit.

The Company reported a net loss of $494,009 on $14.28 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $863,679 on $16.85 million of revenue during the prior year.

As reported by the TCR on April 25, 2011, McGovern, Hurley,
Cunningham, LLP, in Toronto, Canada, noted that the Company's
operating losses, negative working capital, and total capital
deficiency raise substantial doubt about its ability to continue
as a going concern.


MRS. FIELDS: Confirms Debt-for-Equity Bid to Avoid Bankruptcy
-------------------------------------------------------------
Bloomberg News' Jonathan Keehner and Cristina Alesci report that
Mrs. Fields Famous Brands LLC may cede control to creditors
including Carlyle Group LP and Z Capital Partners LLC by swapping
debt for equity to avoid bankruptcy, said four people with
knowledge of the plan.  The company hired Houlihan Lokey to advise
on the proposed exchange, said the people, who declined to be
named as terms are private.  Mrs. Fields, based in Salt Lake City,
may file for a prepackaged bankruptcy if the swap isn?t approved
by next month, they said.  Mrs. Fields confirmed an offer to
refinance debt in a statement.

Sources told Bloomberg that private-equity firms Carlyle and Z
Capital hold the majority of the treat vendor?s about $65 million
in senior secured notes, paving the way for them to take charge.
Representatives for Carlyle and Z Capital declined to comment.

Bloomberg reports that Dean Trevelino, a spokesman for Mrs.
Fields, didn?t immediately return a call seeking comment. Houlihan
Lokey declined to comment.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that a representative of Mrs. Fields released a statement
saying that on Oct. 21, it kicked off a series of ?refinancing?
transactions to reposition its capital structure, improve its
access to additional funding and return it to profitability.  Mrs.
Fields said the deal carries the support of the investment firms
that hold the greatest amount of its senior secured notes: Carlyle
Group LP and Z Capital Partners LLC.  These firms would become
Mrs. Fields?s biggest shareholders if the restructuring is
successful, the Journal says.

"I feel like our Mrs. Fields and TCBY brands have unrealized
potential, and the successful completion of the refinancing is a
critical step in our ongoing mission to take these brands to the
next level globally," Chief Executive Tim Casey said in the
statement, according to the Journal.  "With the continued support
of our lead investors, we are excited about our future prospects."

The Journal says Mrs. Fields is hoping to complete the
restructuring on Dec. 5.

                         About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-11953) on Aug. 24, 2008.  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represented the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.  Mrs. Fields' consolidated
balance sheet at March 29, 2008, showed $147.2 million in total
assets and $247.2 million in total liabilities, resulting in a
$100.0 million member's deficit.  Mrs. Fields emerged from its
two-month-long Chapter 11 restructuring in October 2008 with
bondholders holding a controlling equity stake and Capricorn
Holdings retaining a minority position in the reorganized company.

Greenwich, Connecticut-based investment firm Capricorn Holdings
bought Mrs. Fields in 1996 and merged the company with TCBY after
acquiring the frozen-yogurt maker in 2000.  Mrs. Fields franchises
more than 950 stores under its brand and the TCBY frozen-yogurt
banner.


MSR RESORT: Has Until Feb. 25 to File Chapter 11 Plan
-----------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
MSR Resort Golf Course LLC and its debtor-affiliates to file a
Chapter 11 plan until Feb. 25, 2012, and solicit acceptances of
that plan until April 26, 2012.

According to the Troubled Company Reporter on Sept. 26, 2011, the
Debtors related that they have begun implementing the settlement
agreement, which will reduce the present value of their contingent
Club membership obligations by approximately 50% and protect the
Clubs from volatile and unpredictable future cash outflows on
account of future membership deposit liabilities.  Presently, the
Debtors are designing new membership programs to utilize the
financial flexibility afforded by the settlement to maximize
revenue and reenergize the Clubs' membership sale process.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NATIONAL AUTOMATION: Incurs $80,927 Net Loss in Third Quarter
-------------------------------------------------------------
National Automation Services, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $808,927 on $75,481 of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$540,324 on $336,430 of revenue for the same period during the
prior year.

The Company also reported net income of $922,834 on $364,831 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $2.02 million on $1.64 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $103,720 in
total assets, $3.01 million in total liabilities and a $2.90
million total stockholders' deficit.'

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

                        http://is.gd/LlqVnv

                     About National Automation

Henderson, Nev.-based National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a
holding company formed to acquire and operate specialized
automation control companies located in the Southwestern United
States.  Currently, the Company owns 100% of the capital stock of
two operating subsidiaries: (1) Intuitive Solutions, Inc., a
Nevada corporation, based in Henderson, Nevada, and (2) Intecon,
Inc., an Arizona corporation, based in Tempe, Arizona.

The Company reported a net loss of $2.88 million on $1.95 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.88 million on $3.74 million of revenue during the prior
year.

As reported by the TCR on April 20, 2011, Lynda R. Keeton CPA,
LLC, in Henderson, NV, 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 working capital deficiencies and continued net losses.


NEBRASKA BOOK: NBC Acquisition Delays Filing of 3rd Qtr. Form 10-Q
------------------------------------------------------------------
NBC Acquisition Corp says that as a result of the pendency of its
and wholly-owned subsidiary Nebraska Book Company's Chapter 11
cases, it has been required to devote a substantial portion of its
personnel and administrative resources, including the personnel
and resources of its accounting and financial reporting
organization, to matters relating to the cases.  This has resulted
in a delay in the Company's completion of its quarterly report on
Form 10-Q for its quarter ended Sept. 30, 2011.

The Company expects to file its Form 10-Q with the Securities and
Exchange Commission within the time period prescribed in Rule 12b-
25 under the Securities Exchange Act of 1934

                       About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.  However, Nebraska Book has been unable to secure a $250
million loan required for confirming and implementing the plan.
The plan called for new financing to pay off first- and second-
lien debt in full, while giving most of the new equity to
subordinated noteholders of the operating company and holders of
notes issued by the holding company.


NET ELEMENT: Incurs $1.5 Million Net Loss in Third Quarter
----------------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.49 million on $39,784 of net revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $208,452 on $0
of net revenues for the same period during the prior year.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company also reported a net loss of $23.53 million on $143,988
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.62 million on $0 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.95 million in total assets, $5.69 million in total liabilities,
and a $3.73 million total stockholders' deficit.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.

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

                        http://is.gd/VmZ7ge

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.


NETWORK CN: Incurs $420,990 Net Loss in Third Quarter
-----------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $420,990 on $458,770 of revenue from advertising services for
the three months ended Sept. 30, 2011, compared with a net loss of
$416,489 on $733,440 of revenue for the same period during the
prior year.

The Company also reported a net loss of $1.69 million on
$1.17 million of revenue from advertising services for the nine
months ended Sept. 30, 2011, compared with a net loss of
$2.39 million on $1.83 million of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.02 million in total assets, $5.73 million in total liabilities,
and a $4.71 million total stockholders' deficit.

As reported in the TCR on Mar 24, 2011, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred net losses of $2.60 million and
$37.38 million for the years ended Dec. 31, 2010, and 2009,
respectively.  As of Dec. 31, 2010, the Company recorded a
stockholders' deficit of $3.52 million.

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

                        http://is.gd/zuOJae

                         About Network CN

Network CN Inc. (OTC QB: NWCN) -- http://www.ncnmedia.com/-- is
building a multi-media, multi-application out-of-home advertising
network in the key cities of China.  Network CN Inc. was
incorporated in the State of Delaware in 1993 and is headquartered
in Causeway Bay, Hong Kong.


NEWAYS: Said to Weigh Options Including Bankruptcy
--------------------------------------------------
Golden Gate Capital Corp.'s Neways, a maker of personal care and
household products, is weighing restructuring options that would
give control of the company to creditors, Bloomberg News reports,
citing three people with knowledge of the talks.

According to the report, Neways, which defaulted on about $235
million of second-lien loans that matured early this month, is
considering a bankruptcy filing or an out-of-court financial
restructuring that would likely lead to Golden Gate losing
control, said the people, who declined to be identified because
the talks are private.

Creditors that would take over the company include SAC Capital
Advisors LP, Z Capital Partners LLC, Silver Point Capital LP and
American Capital Ltd., the people said.  Golden Gate sought
bankruptcy protection for another portfolio company, Orchard
Brands, in January after attempts to sell the retailer failed.

"Neways has been actively engaged in negotiations with its lenders
for several months and we hope to reach a mutually agreeable
resolution as expeditiously as possible," Meaghan Repko, a
spokeswoman for the company, said in an e-mailed statement to
Bloomberg News.  "It remains business as usual at Neways and our
operations will continue as normal throughout this process."
Neways was acquired by San Francisco-based Golden Gate for
an undisclosed price in 2006.

Peter J. Solomon Co. is advising Neways, said the people.


NORTHERN BERKSHIRE: Hires Murtha Cullina as Special Counsel
-----------------------------------------------------------
Northern Berkshire Healthcare, Inc., seeks permission from the
U.S. Bankruptcy Court for the District Massachusetts to employ
Murtha Cullina LLP as special conflicts counsel.

Murtha Cullina will handle issues relating to Richard Palmisano,
the chief executive officer and chief restructuring officer of
Northern Berkshire, who has been notified of his termination as of
Nov. 1, 2011.

The Debtor seeks to retain Murtha Cullina as special conflicts
counsel with respect to Mr. Palmisano matter because of (a) Ropers
& Gray LLP's potential conflict with representation; and (b)
Murtha Cullina's reputation and extensive knowledge in the area of
bankruptcy and employment law and c. Murtha Cullina's familiarity
with the Debtors.

The firm's Olga L. Gordon will charge the Debtor $350 per hour.

Olga L. Gordon, partner of Murtha Cullina, attests that the firm
is a "disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: Hires Carl Marks as Financial Advisor
---------------------------------------------------------
Northern Berkshire Healthcare, Inc., seeks permission from the
U.S. Bankruptcy Court for the District Massachusetts to expand the
scope of Carl Marks Advisory Group LLC to include:

   (a) assisting the Debtors' management in a comprehensive update
       and refinement of the Debtors' financial model and
       financial projections and interfacing with the Debtors'
       secured bondholders, the Official Committee of Unsecured
       Creditors, and their respective financial advisors
       regarding the same; and

   (b) taking a lead role in negotiations with the bondholders
       regarding acceptable terms for a consensual plan of
       reorganization.

The Court previous entered an order approving the Debtors' request
to hire Carl Marks Advisory Group as financial advisor in
accordance with the terms and conditions set forth in the
Financial Advisory Agreement.

The Financial Advisory Agreement provides that CMAG will render
certain postpetition professional services to the Debtors
described therein, including services with respect to a
prospective reorganization, sale, merger, or disposition of the
Debtors' assets or any portion thereof in one or more
transactions.  The Financial Advisory Agreement further provides
that Mark L. Claster and Christopher K. Wu, partners at CMAG, will
lead the team of professionals at CMAG with respect to providing
the Financial Advisory Services and be available to and serve as
the principal contacts for R&G and the Debtors.  Finally, the
Financial Advisory Agreement provides that the Debtors will pay
certain fees to CMAG as compensation for rendering the
Financial Advisory Services to the Debtors, including a fixed
monthly fee of $50,000.

In conjunction with this increased role, the Debtors propose to
increase the amount of the fixed monthly fee from $50,000 to
$77,500.

Christopher K. Wu, partner of Carl Marks Advisory, attests that
the firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHCORE TECHNOLOGIES: Signs Agreement with Hy-Power Nano Inc.
---------------------------------------------------------------
Northcore Technologies Inc. announced signed a contract with Hy-
Power Nano Inc. to provide a series of social media tools
including its on-line web presence at www.hy-powernano.com and
associated marketing collateral.

Hy-Power is the innovator of nano-enhanced coatings that provide
thermo benefits and proprietary application processes.  The
combination can yield significant energy savings for building
owners and improve interior comfort levels for occupants.  Hy-
Power is uniquely positioned to enable collaboration between
business, government and academia to advance nano-technology for
industry advantage.

Northcore Technologies is a leader in the provision of effective
asset management and social commerce tools to some of the world's
largest corporations.  The Northcore platform includes asset
tracking technology currently in use by firms such as Kraft and GE
Capital.

"This agreement marks another step forward in the execution of our
social commerce strategy," said Amit Monga, CEO of Northcore
Technologies.  "Hy-Power is an exciting, rapidly evolving company
and we believe that this is just the first step in an enduring
partnership."

Companies interested in exploring opportunities in social commerce
should contact Northcore at 416-640-0400 or 1-888-287-7467,
extension 395 or via e-mail at GoSocial@northcore.com

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.


NURSERYMEN'S EXCHANGE: Reorganization Case Converted to Chapter 7
-----------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California converted the Chapter 11 case of
Tally One, Inc., formerly known as Nurserymen's Exchange, Inc., to
one under Chapter 7 of the Bankruptcy Code.

The Court appointed Janina M. Hoskins as the Interim Chapter 7
Trustee.

As reported in the Troubled Company Reporter on Sept. 20, 2011,
the Committee averred that the sale of the Debtor's operating
assets has left the estate without a reasonable likelihood of
rehabilitation and unnecessary Chapter 11 administrative costs are
causing diminution of the estate.

Further, the sale and the accompanying termination of the Debtor's
employees left the Debtor without a business to operate and
without any employees or estate representatives, other than equity
holders, who are unable to act as appropriate estate fiduciaries
because of inherent conflicts between their self-interests and the
best interests of the estate.

The Committee is represented by:

         Peter M. Bransten, Esq.
         Peter J. Gurfein, Esq.
         Monica Rieder, Esq.
         LANDAU GOTTFRIED & BERGER LLP
         One Bush Street, Suite 600
         San Francisco, CA 94104
         Tel: (415) 956-1630
         Fax: (415) 399-9480
         E-mail: pbransten@lgbfirm.com
                 pgurfein@lgbfirm.com
                 mrieder@lgbfirm.com

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange, Inc., is a producer, broker and wholesaler
of home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates is its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the Debtor's investment banker and financial advisor.  Calegari
& Morri is the Debtor's accountant.  The Abernathy MacGregor
Group, Inc., is the Debtor's corporate communications consultant.


OAK TERRACE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Oak Terrace Healthcare Center, Inc.
        8001 Conser, Suite 200
        Overland Park, KS 66204

Bankruptcy Case No.: 11-23532

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX PA
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  E-mail: jbs@evans-mullinix.com

Scheduled Assets: $152,606

Scheduled Debts: $1,409,857

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ksb11-23532.pdf

The petition was signed by Kelly E. Smith, president.


OLSEN AGRICULTURAL: Committee Says Plan Outline Needs Amendment
---------------------------------------------------------------
Rabo Agrifinance, Inc., filed with the U.S. Bankruptcy Court for
the District of Oregon its objections to the Disclosure Statement
explaining Olsen Agricultural Enterprises LLC's Plan of
Reorganization dated Sept. 29, 2011.

According to the Disclosure Statement, the Debtor's Plan provides
that the Reorganized Debtor will sell, or complete the sale of
transactions pending on the Effective Date respecting, the owned
real properties commonly known or referred to as the Brownsville
development site, the Hawaii lots, the Independence property, the
Koos Farm, the Koos Brownsville Farm and Sweetbriar Farm.

The Plan will be funded by a combination of (i) the Debtor's cash
on hand as of the Effective Date; and (ii) cash that is collected
or generated by the Reorganized Debtor and VineyardCo after the
Effective Date.

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

According to Rabo, the Disclosure Statement must, among other
things:

   1. identify the "original members," how the funds will be paid
   if the fees exceed $100,000, and the legal basis for paying the
   attorney fees of these members;

   2. explain how claims of related party and "stockholders"
   receivables and notes payable, totaling over $2 million, be
   treated; and

   3. explain the increase in value of the Debtor's assets.  The
   book value of the assets on June 1, 2011 was $29.8 million.
   The Debtor now states the value is over $41 million.

Rabo Agrifinance is represented by:

         James Ray Streinz, Esq.
         McEWEN GISVOLD LLP
         1600 Standard Plaza
         1100 SW Sixth Avenue
         Portland, OR 97204
         Tel: (503) 412-3512
         E-mail: rays@mcewengisvold.com

The Official Committee of Unsecured Creditors, in a separate
filing, asked the Court to direct the Debtor to amend the
Disclosure Statement to address the issues and concerns of the
Committee prior to the mailing of the Disclosure Statement to
creditors for voting.

The Committee said that:

   1. the Debtors need to resolve the issues concerning their
   respective percentages of ownership of the Reorganized Debtor
   and Vineyard Co., as the matters affect the management of the
   Debtor and are a distraction to the distraction to the Debtor's
   reorganization efforts;

   2. the means for allocation of the portion of the Rabo debt to
   Vineyard Co. needs to be discussed and described more in
   detail; and

   3. the description of the treatment of the claims of unsecured
   creditors -- the Disclosure Statement provides that a range of
   unsecured claims is estimated to be $2.7 to 3.0 million but
   there is no description of the source of the estimate or
   whether the estimate includes the range of potential
   unliquidated or contingent claims.

The Committee is represented by:

         Mary Jo Heston, Esq.
         LANE POWELL PC
         1420 Fifth Avenue, Suite 4100
         Seattle, WA 98101-2338
         Tel: (206) 223-7000
         Fax: (206) 223-7107
         E-mail: hestonm@lanepowell.com

Full-text copies of the objections are available for free at:

  http://bankrupt.com/misc/OLSENAGRICULTURAL_DS_committeeobj.pdf
    http://bankrupt.com/misc/OLSENAGRICULTURAL_DS_raboobj.pdf

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


ORAGENICS INC: Incurs $1.8 Million Third Quarter Net Loss
---------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.81 million on $350,351 of net revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $1.87 million on
$364,574 of net revenues for the same period a year ago.

The Company also reported a net loss of $5.73 million on
$1.04 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $5.63 million on $1.01 million
of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.22 million in total assets, $7.80 million in total liabilities,
and a $6.58 million total shareholders' deficit.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.

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

                        http://is.gd/JPpM1a

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.


OXIGENE INC: Posts $3.5 Million Net Loss in Third Quarter
---------------------------------------------------------
OXiGENE, Inc., filed wits quarterly report on Form 10-Q, reporting
a net loss $3.5 million for the three months ended Sept. 30, 2011,
compared with a net loss of $13.5 million for the same period a
year ago.

The Company reported a net loss of $7.3 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
$22.0 million for the same period during the prior year.

The Company had no licensing revenue for the nine months ended
Sept. 30, 2011, and Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$13.4 million in total assets, $3.0 million in total liabilities,
and stockholders' equity of $10.4 million.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP expressed substantial doubt about OxiGENE's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has incurred recurring operating
losses and will be required to raise additional capital,
alternative means of financial support, or both, prior to Jan. 1,
2012, in order to sustain operations.

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

                       http://is.gd/oSOZcg

                        About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.


PARKER DAIRY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Parker Dairy Farms Inc.
        P.O. Box 711
        Congress, AZ 85332

Bankruptcy Case No.: 11-31930

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: David Wm Engelman, Esq.
                  ENGELMAN BERGER, P.C.
                  3636 N. Central Avenue, #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  E-mail: dwe@engelmanberger.com

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

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

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

The petition was signed by James W. Parker, director.


PAYMENT DATA: Reports $262,500 Net Income in Third Quarter
----------------------------------------------------------
Payment Data Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $262,541 on $1.43 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $142,116
on $648,927 of revenue for the same period during the prior year.

The Company reported a net loss of $464,168 on $2.62 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $803,526 on $3.22 million of revenue during the prior year.

The Company also reported a net loss of $119,958 on $2.99 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $337,344 on $1.85 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.25 million in total assets, $3.20 million in total liabilities,
all current, and $52,309 in total stockholders' equity.

As reported by the TCR on April 25, 2011, Akin, Doherty, Klein &
Feuge, P.C., San Antonio, 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 incurred substantial losses since inception, which
has led to a deficit in working capital.

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

                         http://is.gd/9AXpi0

                     About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.


As reported by the TCR on April 25, 2011, Akin, Doherty, Klein &
Feuge, P.C., San Antonio, 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 incurred substantial losses since inception, which
has led to a deficit in working capital.


PILGRIM'S PRIDE: Moody's Lowers Outlook on Wider Losses
-------------------------------------------------------
Moody's Investors Service revised the rating outlook for Pilgrim's
Pride (Pilgrim's) to negative from stable and affirmed the
company's B2 Corporate Family Rating, B2 Probability of Default
Rating, and SGL-3 Speculative Liquidity Rating.

Moody's affirmed these ratings (LGD assessments):

Pilgrim's Pride Corporation:

Corporate Family Rating, B2;

Probability of Default Rating, B2;

Speculative Liquidity Rating, SGL-3;

$500 million senior unsecured notes due 2018, Caa1 (LGD 5, 87%).

The outlook is revised to negative from stable

RATINGS RATIONALE

The change in outlook to negative from stable reflects Pilgrim's
Pride's larger than expected losses during the first nine months
of 2011, and Moody's view that a recovery in the poultry industry
will be slower than previously anticipated. Moody's expects
Pilgrim's to eventually return to profitability as gradual
industry-wide production cuts and incremental export growth reduce
the current domestic oversupply of chicken that has led to
depressed selling prices. Based on market indications of near-term
corn prices in excess of $6, the rating agency does not expect to
see significant earnings improvement before the second half of
2012. Until then, Pilgrim's could experience further deterioration
in its credit and liquidity profiles.

Pilgrim's liquidity profile is currently adequate, but weakening.
As of the third quarter the company had $244 million of
availability under its $700 million asset-backed revolving credit
facility. It also had $50 million of committed support remaining
under a $100 million intercompany subordinated loan facility with
its parent JBS USA, a wholly-owned subsidiary of JBS S.A. (B1 CFR,
positive outlook). A June 2011 amendment to the company's
revolving credit facility suspended until the fourth quarter 2012
the testing of financial covenants, except a minimum tangible net
worth test of $550 million. Approximately $110 million of cushion
is left under this sole covenant after the company reported a $163
million net loss in the third quarter.

Further deterioration in Pilgrim's operating performance would
further erode covenant cushion and could trigger a mandatory
contribution by JBS USA of $50 million in subordinated debt (when
revolver availability falls below $200 million). Such a
contribution by JBS, under the terms of the credit agreement,
would add $50 million of cushion in the tangible net worth
covenant. Moody's believes that beyond its contractual support,
JBS S.A. would likely provide additional liquidity support of
Pilgrim's, if needed. But in the absence of a formal commitment or
guarantee, the amount of lift reflected in the long-term rating is
limited.

The B2 Corporate Family Rating (CFR) reflects Pilgrim's
concentration in the highly competitive, global chicken industry.
The U.S. chicken industry is currently under severe stress due to
domestic oversupply and below-break-even pricing for chicken.
Pilgrim's credit profile is weakened by high leverage, negative
free cash flow, and adequate yet eroding liquidity cushion. The
ratings are supported by the company's position as one the world's
largest producers of poultry and the implied and formal support of
its majority ownership by JBS S.A..

The ratings could be downgraded if Pilgrim's Pride's operating
performance does not improve or is not likely to improve
significantly in the near-term or if the company's liquidity
profile deteriorates further than expected. A downgrade could also
occur if Moody's determines that the support provided by JBS SA is
no longer sufficient to provide long-term ratings lift.

Given the distressed operating environment for the U.S. chicken
industry an upgrade is unlikely in the near term. However, a
return to normalized operating profits, positive free cash flow,
and significantly lower leverage could lead to an eventual upgrade
of Pilgrim's ratings.

The principal methodology used in rating Pilgrim's Pride was the
Global Food - Protein and Agriculture Industry Methodology
published in September 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.


PLAINS EXPLORATION: Moody's Assigns B1 Rating to $500MM Offering
----------------------------------------------------------------
Moody's Investors Services revised Plains Exploration & Production
Company's (PXP) outlook to stable from negative. Moody's also
assigned a B1 rating to PXP's offering of $500 million senior
unsecured notes due 2022. The proceeds of the offering will be
used to fund a tender offer for existing notes. Moody's assigned a
SGL-2 Speculative Grade Liquidity rating, reflecting Moody's
expectation of good liquidity through 2012.

RATINGS RATIONALE

"We are revising the outlook to stable in response to the
company's planned debt reduction, using the proceeds from recently
announced asset sales to do so," commented Andrew Brooks, Moody's
Vice President. "While the notes offering will provide PXP with
funding for its recently announced tender offer for existing
notes, it also represents part of a larger program designed to
ultimately reduce leverage and interest costs, and provide funding
for near-term capital expense."

We are revising PXP's outlook to stable from negative primarily
based on Moody's view that the company is now undertaking a series
of measures intended to reduce the level of debt in its capital
structure. At September 30, 2011, debt on production approximated
$37,000 per boe and debt per proved developed (PD) reserves (pre-
divestitures) over $15 per boe, neither measure compatible with
the company's Ba3 CFR. However, directing asset sale proceeds to
debt reduction, PXP's pro forma debt balance by year-end 2012
could drop as much as 30% from current levels, as a result of
these actions taken by management to address leverage and relieve
pressure on its capital spend. PXP will make a $300 million
guaranteed revolving credit facility available to newly formed
subsidiary Plains Offshore Operations, Inc (POI), which will hold
its deepwater Gulf of Mexico assets, although utilization of the
credit facility is thought to be unlikely until 2014. The
subsequent sale of a 20% interest in POI for $450 million is
structured as a preferred interest, which is likely to have some
debt-like characteristics. Somewhat restrained by these financing
actions together with the impact of November 2011's gas
divestitures (equating to roughly 20% of PXP's 2011 production and
15% of its proved reserves), PXP's debt on production could
nevertheless fall below $30,000 per boe, and debt to PD reserves
to $10 per boe over the next 18-months, credit metrics
substantially better aligned with its current ratings.

PXP's Ba3 Corporate Family Rating (CFR) reflects its high
leverage, which the company is now addressing, its focused asset
portfolio increasingly weighted to oil, high but declining finding
and development (F&D) costs, and its scale and attractive organic
growth prospects. The company's high debt leverage reflects the
residual effect of buying into Chesapeake Energy's (Ba2 positive)
Haynesville acreage in 2008 at an up-cycle price and its 2010
Eagle Ford acreage acquisition, exacerbated by an ongoing capital
spend in excess of cash flow. As it transitions its portfolio to
one more weighted to oil, property divestitures have played a role
including its 2010 sale of shallow water Gulf of Mexico properties
to McMoRan Exploration Co (B3 stable), largely in exchange for 51
million shares of stock (whose market value currently approximates
$700 million) which PXP continues to hold, and its recently
announced sale of South Texas and Texas Panhandle gas assets for a
combined $785 million. PXP's three-year F&D cost metrics continue
to reflect 2008's negative price revision as well as its more
recent unproved property acquisitions, but are trending down
(2010's 1-year all-sources F&D cost was $15.70 per boe) to more
competitive levels. Anchored by its long-lived, free cash-flowing
California heavy oil production, Moody's views as reasonable PXP's
anticipated 10-15% average annual production growth across its
portfolio.

PXP is a mid-sized exploration and production company with
operations focused onshore and offshore California (approximately
60% of proved reserves, adjusted for recent divestitures), the
Haynesville Shale in a JV with Chesapeake, South Texas (including
the Eagle Ford Shale) and the deepwater Gulf of Mexico. Third
quarter 2011 production averaged 105,432 boe per day (before
divestitures), 48% of which was oil. The company is guiding 2012
capital spending at $1.6 billion, however, October's announcement
that PXP was establishing POI to hold its deepwater Gulf of Mexico
assets (principally the Lucius discovery and the Phobus prospect),
and selling a 20% interest for $450 million, will fund most of its
deepwater capital need to 2014's projected initial production, and
about 15% of PXP's total 2012 capital budget. PXP expects to be
self-funded through internally generated cash flow by 2013. Also
of note, by forming POI and monetizing 20% of this subsidiary, a
$2.25 billion notional value has been established for the
deepwater Gulf assets.

Moody's is also assigning a Speculative Grade Liquidity rating of
SGL-2, reflecting Moody's view that PXP will be in a good
liquidity position through 2012. It retains ample availability
under its $1.4 billion borrowing base revolving credit facility,
and with debt reduction plans in place and the Gulf of Mexico
capital spend requirement financed, PXP is likely soon to be
generating positive free cash flow.

PXP's ratings could be upgraded as it gains scale, and reduces
leverage to a level below $25,000 per boe of production and $8 per
boe proved developed, while maintaining its F&D costs at recently
attained, more competitive levels. The ratings could be downgraded
if leverage based on units of production does not begin to trend
lower, or if the company debt-finances a large acquisition. While
the company anticipates production growth of 10-15% a year,
Moody's does not believe production growth alone will sufficiently
reduce leverage metrics and prompt improved ratings, but will
require absolute debt reduction as well, an action the company is
now addressing.

The B1 rating on the proposed $500 million of senior notes
reflects both the overall probability of default of PXP, to which
Moody's assigns a PDR of Ba3, and a loss given default of LGD4
(66%). The company has a $1.4 billion ($1.8 billion borrowing
base) secured revolving credit facility. Its senior unsecured
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 PXP's outstanding
senior unsecured notes results in the senior notes being rated one
notch beneath the Ba3 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in rating Plains Exploration was
the Independent Exploration and Production (E&P) Industry
Methodology published in December 2008. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


PLAINS EXPLORATION: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Houston-based Plains Exploration & Production Co.
and revised its outlook to positive from stable.

"In addition, we raised our rating on the company's senior
unsecured debt to 'BB' from 'BB-' and revised the recovery rating
to '4' from '5', indicating our expectation of average (30% to
50%) recovery for lenders in the event of a default," S&P said

"At the same time, we assigned a 'BB' rating to the company's
proposed $500 million senior unsecured notes offering. The
recovery rating is '4', indicating our expectation of average (30%
to 50%) recovery for bondholders in the event of a payment
default," S&P said.

"We revised the outlook on PXP to positive from stable to reflect
the anticipated improvement in the company's operating performance
and credit protection measures over the next several quarters,"
said Standard & Poor's credit analyst Lawrence Wilkinson. "We
could raise the rating over the near term if the company is able
to meet its anticipated production growth goals while preserving
leverage at acceptable levels for the higher rating category."

"Our ratings on Texas-based Plains Exploration & Production Co.
(PXP) reflect its participation in the highly cyclical exploration
and production (E&P) segment of the oil and gas industry and its
historically aggressive capital and acquisition spending. Our
assessment also incorporates PXP's midsize and geographically
diversified oil and gas reserve base and its significant exposure
to oil production volumes," S&P said.

"PXP has a midsize and geographically diversified reserve base,
supported by its more stable oil reserves in California. At year-
end 2010, PXP had 416 million barrels of oil equivalent (mmboe),
57% proved developed, with a reserve life of about seven years on
a total proved developed basis. Aside from its core California
oil-producing assets (located in the San Joaquin Valley, Arroyo
Grande, the Los Angeles Basin, Point Pedernales, and Point
Arguello), PXP has operations in the Haynesville Shale play
(through a joint-venture agreement with Chesapeake), South Texas,
East Texas, the Texas Pan Handle region, the Gulf of Mexico, and
the Rocky Mountains. The company recently completed the
divestiture of its shallow water Gulf of Mexico assets in late-
2010 but still retains its interest in several deepwater Gulf of
Mexico assets in its newly created Plains Offshore Inc.
subsidiary. In addition, the company has announced an agreement to
sell its Texas Panhandle and South Texas properties. Over the
intermediate term, we expect that the majority of the company's
reserve and production growth will likely come from its Eagle Ford
shale play," S&P said.

"The positive outlook reflects our view that the company's credit
protection measures are likely to improve to levels consistent
with a higher rating category over the near term. If the company
maintains discipline with regard to funding its capital spending
program and maintain debt to EBITDA of less than 2.75x, we could
raise the ratings over the next several quarters. We would
consider a downgrade if the company pursued a more aggressive
growth strategy that increases debt leverage such that debt to
EBITDA approaches 3.75x," S&P said.


POOLS & SPAS: Meeting to Form Creditors Committee Tomorrow
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold can organizational meeting on Nov. 22, 2011, at 1:00 p.m., in
the bankruptcy case of Pools & Spas Unlimited, Inc.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington DE 19801

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

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

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


Pools & Spas Unlimited, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 11-13660) on Nov. 16, 2011.
Judge Mary F. Walrath presides over the case.  Kevin M. Capuzzi,
Esq., and Gregory T. Donilon, Esq., at Pinckney, Harris &
Weidinger, LLC, in Wilmington, Delaware, serve as counsel.  The
Debtor estimated assets and debts of $1 million to $10 million.


POOLS & SPAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pools & Spas Unlimited, Inc.
        19 South Broad Street
        Middletown, DE 19709

Bankruptcy Case No.: 11-13660

Chapter 11 Petition Date: November 16, 2011

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

Judge: Mary F. Walrath

Debtor's Counsel: Gregory T. Donilon, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 North Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1527
                  Fax: (302) 442-7046
                  E-mail: gdonilon@phw-law.com

                         - and ?

                  Kevin M. Capuzzi, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 North Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1497
                  Fax: (302) 655-5213
                  E-mail: kcapuzzi@phw-law.com

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

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

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

The petition was signed by Kathleen A. Coppens, vice president,
secretary & treasurer.


POSITRON CORP: Incurs $1.4 Million Net Loss in Third Quarter
------------------------------------------------------------
Positron Corporation 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 $482,000 of revenue for the three months ended
Sept. 30, 2011, compared with net income of $294,000 on
$1.01 million of revenue for the same period a year ago.

The Company reported a net loss of $10.92 million on $4.62 million
of sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.75 million on $1.44 million of sales during the prior
year.

The Company also reported a net loss of $5.02 million on
$6.37 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.36 million on $2.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.15 million in total assets, $5.12 million in total liabilities,
and a $1.96 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, Sassetti LLC, in Oak
Park, Illinois, noted that the Company has a significant
accumulated deficit which raises 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/Kg8O1u

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.


POWER EFFICIENCY: Incurs $919,697 Net Loss in Third Quarter
-----------------------------------------------------------
Power Efficiency Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $919,697 on $123,571 of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $794,832 on
$180,787 of revenue for the same period during the prior year.

The Company also reported a net loss of $2.77 million on $394,342
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $2.50 million on $416,393 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.63 million in total assets, $1.32 million in total liabilities,
and $1.31 million in total stockholders' equity.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las
Vegas, Nevada, expressed substantial doubt about Power
Efficiency's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has generated negative
cash flows from operations.

                         Bankruptcy Warning

Continuation of the Company as a going concern is dependent upon
achieving profitable operations or accessing sufficient operating
capital.  Management's plans to achieve profitability include
developing new products such as hybrid motor starters and single-
phase to three-phase converters, developing business in the Asian
market, obtaining new customers and increasing sales to existing
customers.  Management is seeking to raise additional capital
through equity issuance, debt financing or other types of
financing.  However, there are no assurances that sufficient
capital will be raised.  If the Company is unable to obtain it on
reasonable terms, the Company would be forced to restructure, file
for bankruptcy or significantly curtail operations.

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

                        http://is.gd/hg1vKc

                      About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) -
- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.


PREMARC CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Premarc Corporation
        7505 Highway M-71
        Durand, MI 48429

Bankruptcy Case No.: 11-35207

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Dennis M. Haley, Esq.
                  WINEGARDEN, HALEY ET. AL. P.L.C
                  G-9460 S. Saginaw Street, Suite A
                  Grand Blanc, MI 48439
                  Tel: (810) 579-3600
                  E-mail: ecf@winegarden-law.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mieb11-35207.pdf

The petition was signed by David C. Marsh, vice president.


PRECISION OPTICS: Reports $1.9 Million Net Income in 3rd Quarter
----------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting net income of $1.99 million on $504,749 of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$157,846 on $683,902 of revenue for the same period a year ago.

The Company reported a net loss of $1.05 million on $2.24 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $660,882 on $3.09 million of revenue during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.82 million in total assets, $2.01 million in total liabilities,
all current, and $815,809 in total stockholders' equity.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.

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

                        http://is.gd/7EnTZV

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.


PROSEP INC: Has $2.5MM Q3 Loss; Unit Breaches Covenants
-------------------------------------------------------
ProSep Inc. reported that revenues during the third quarter were
$6.9 million, a decrease of 16% when compared to $8.1 million
recognized during the corresponding period of 2010, resulting from
lower order intake in the last two quarters.  Loss for the period
amounted to $2.5 million compared with a loss of $1.5 million for
the corresponding period of 2010.

At March 31, 2011, as well as at June 30, 2011, one of ProSep
Inc.'s wholly-owned subsidiaries was in breach of one of the
financial ratios stipulated in a banking facility.  This situation
stemmed mostly from the Company's decision to accelerate its pace
of growth in view of the opportunities offered in the marketplace,
and more specifically to the up-front investments in hiring and
related operating expenses that were approved as part of this
strategy.  The Company anticipates that its subsidiary will
continue to remain in breach of this covenant at the quarter-end
date of Sept. 30, 2011.  A covenant waiver wherein the Lender
confirmed that the breached covenant is not deemed to constitute
an event of default was obtained by the Company and its subsidiary
for the March 31 breach, as well as for the June 30, 2011 breach.
A new waiver request will be presented over the coming weeks with
respect to the anticipated breach at the quarter-end date of
Sept. 30, 2011.

Under the same banking facility, the Company's subsidiary is
subject to a "clean-down" obligation, whereby the facility is to
be undrawn for a period of no less than three weeks, twice during
a rolling 12-month period, each "clean-down" period to be
separated by at least eight weeks.  In order for the subsidiary to
comply with this covenant, the next "clean-down" period would need
to begin no later than August 26, 2011.  The Company anticipates
that its subsidiary will likely be in breach of this covenant at
the stated date.  The Company has entered into discussions with
the Lender for purposes of securing a waiver in respect of such
anticipated covenant breach.  The Company has obtained waivers
from this Lender in the past, in connection with similar events of
breach.

The Company is in discussions with current shareholders and
potential new investors with the objective of securing a financing
that would provide the liquidities to support its working capital
requirements and investments in its new strategic plan.  If these
discussions are successful, proceeds received from this potential
financing are expected to be sufficient to allow the Company's
subsidiary to comply with the "clean-down" covenant mentioned
above. In Management's view, it is unlikely that such a
transaction could be completed before August 26, 2011, and the
Company is unable to confirm that such discussions will lead to
any successful transaction.

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

              http://ResearchArchives.com/t/s?7748

ProSep Inc. -- http://www.prosep.com/ -- is a technology-focused
process solutions provider to the upstream oil and gas industry.
ProSep designs, develops, manufactures and commercializes
technologies to separate oil, water and gas generated by oil and
gas production.


PROTEONOMIX INC: Incurs $400,000 Net Loss in Third Quarter
----------------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
applicable to common shares of $399,862 on $7,015 of sales for the
three months ended Sept. 30, 2011, compared with a net loss
applicable to common shares of $613,693 on $21,647 of sales for
the same period a year ago.

The Company also reported a net loss applicable to common shares
of $973,532 on $18,994 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss applicable to common
shares of $2.32 million on $68,972 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.37 million in total assets, $6.93 million in total liabilities,
and a $3.55 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

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

                        http://is.gd/a5sQBj

                        About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.


PROTEONOMIX INC: CIR Assigns INCI Nomenclature to Matrix NC-138
---------------------------------------------------------------
Proteonomix,Inc., announced that the Cosmetic Ingredients Review
Board has approved and assigned an INCI nomenclature to its
innovative Matrix NC-138 Cosmeceutical product, a necessary final
step prior to manufacturing and commercialization of cosmetic
products in the United States.

Michael Cohen, President of the Company, stated, "The approval of
the CIR and its issuance of an INCI name to our Matrix NC-138 is a
significant and momentous occasion.  We have now demonstrated that
we are committed to develop and deliver to the market safe and
innovative products.  The issuance of the INCI name will allow the
company to move forward with commercialization of our
cosmeceutical product, Proteoderm NC-138 in the USA."

Proteoderm Inc. has developed a line of anti-aging skin care
cosmetics based on its research with stem cell derivatives.  It is
the first company to use a matrix of proteins originally
discovered in non-embryonic stem cells, to harness the anti-aging
potential in cosmeceutical products.

Mr. Cohen continued, "We anticipate that our efforts to market the
product and partner up with other cosmetic manufacturers will be
greatly enhanced by the issuance of an INCI name."

Based in Washington, D.C., the Personal Care Product Council has
funded the Cosmetic Ingredient Review Expert Panel as an
independent, nonprofit panel of scientists and physicians
established in 1976 to assess the safety of ingredients used in
cosmetics in the U.S. with the support of the U.S. Food and Drug
Administration and the Consumer Federation of America in an open,
unbiased, and expert manner, and to publish the results in the
peer-reviewed scientific literature.  The CIR mission is to review
and assess the safety of ingredients used in cosmetics in an open,
unbiased, and expert manner, and to publish the results in the
peer-reviewed scientific literature.  Upon conclusion of its
review the CIR issues an International Nomenclature of Cosmetic
Ingredients name to the ingredient.  The PCPC does not regulate
but provides information on national and international regulation.
It presently adhere to the Personal Care Products Council Consumer
Commitment Code, including filing timely reports with the FDA
regarding manufacturing and ingredient usage.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company also reported a net loss applicable to common shares
of $973,532 on $18,994 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss applicable to common
shares of $2.32 million on $68,972 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.37 million in total assets, $6.93 million in total liabilities,
and a $3.55 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


QUICK-MED: Incurs $406,600 Net Loss in Sept. 30 Quarter
-------------------------------------------------------
Quick-Med Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $406,613 on $323,690 of total revenues for the quarter
ended Sept. 30, 2011, compared with a net loss of $442,391 on
$411,485 of total revenues for the same quarter a year ago.

The Company reported a net loss of $2.30 million on $1.04 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $3.55 million on $993,943 of revenue during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.32 million in total assets, $8.12 million in total liabilities,
and a $6.80 million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2011, and 2010, and has a net capital
deficiency.

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

                        http://is.gd/K5yCL0

                          About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.


R & J MOTORS: Involuntary Case Converted to Voluntary Ch. 11 Case
-----------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico noted R & J Motors Corp.'s motion for
conversion of its involuntary Chapter 11 case to a voluntary
Chapter 11 of the Bankruptcy Code.  In an Oct. 5 order, the Court
stated that it will enter the order for relief accordingly.

On Sept. 18, 2011, petitioning creditors, Angel R. Marzan
Santiago, Impact Extermination, Inc., and Walter Martínez filed an
involuntary petition against the Debtor.

The Debtor wished to convert the instant proceedings into a
voluntary Chapter 11 petition and proceed in accordance to the
provisions of Chapter 11.

                     About R & J Motors, Corp.

San Juan, Puerto Rico-based R & J Motors, Corp.'s main business is
a car dealership with several locations across the island.  The
Company operates the dealerships under the business name of Autos
del Caribe.  The Company has dealerships in Rio Piedras, Ave.,
Kennedy, Canovanas and Fajardo.

Angel R. Marzan Santiago, Impact Extermination, Inc., and Walter
Martinez filed an involuntary Chapter 11 petition for R & J Motors
Corp. (Bankr. D. P.R. Case No. Case Number 11-07952) on Sept. 18,
2011.  The petitioners are represented by Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices (E-mail: alex@fuentes-
law.com).

The Debtor disclosed $9,462,035 in assets and $28,639,761 in
liabilities as of the Chapter 11 filing.


R & J MOTORS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
R & J Motors Corp. filed with the U.S. Bankruptcy Court for the
District of Puerto Rico its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,183,000
  B. Personal Property            $6,279,035
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,027,530
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $513,804
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,098,427
                                 -----------      -----------
        TOTAL                     $9,462,035      $28,639,761

                     About R & J Motors, Corp.

San Juan, Puerto Rico-based R & J Motors, Corp.'s main business is
a car dealership with several locations across the island.  The
Company operates the dealerships under the business name of Autos
del Caribe.  The Company has dealerships in Rio Piedras, Ave.,
Kennedy, Canovanas and Fajardo.

Angel R. Marzan Santiago, Impact Extermination, Inc., and Walter
Martinez filed an involuntary Chapter 11 petition for R & J Motors
Corp. (Bankr. D. P.R. Case No. Case Number 11-07952) on Sept. 18,
2011.  The petitioners are represented by Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices (E-mail: alex@fuentes-
law.com).


RADAR PICTURES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Radar Pictures, Inc
        10900 Wilshire Blvd Ste 1400
        Los Angeles, CA 90024

Bankruptcy Case No.: 11-57249

Chapter 11 Petition Date: November 15, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: David L. Neale, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd., Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dln@lnbrb.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-57249.pdf

The petition was signed by Don Ashlock, president.


RADIAN ASSET: S&P Lowers Counterparty Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit, financial strength, and financial enhancement ratings on
Radian Asset Assurance Inc. to 'B+' from 'BB-'. The outlook
remains negative.

"The 'B+' ratings reflect our view that, based on our updated bond
insurance criteria, the company maintains insufficient statutory
capital to sustain losses generated by its insured portfolio in
stressed conditions; its poor operating performance, which we
expect to continue; and its lack of any competitive advantages to
improve its financial position in the next 12 months. (For more
information on the updated criteria, see 'Bond Insurance Rating
Methodology And Assumptions,' published Aug. 25, 2011, on
RatingsDirect on the Global Credit Portal.) We believe that the
company will continue to upstream dividends to its parent Radian
Guaranty Inc. in support of the parent's mortgage insurance
business liquidity needs," S&P said.

"Radian Asset has taken positive efforts to actively reduce the
risk exposure of its insured structured finance portfolio through
commutations," said Standard & Poor's credit analyst David Veno.
"However, in our opinion, this action combined with significant
amortization of this exposure in the near term will reduce the
company's written and earned premium prospects, and further
constrain its operating performance and cashflow generation." As
such, Radian Asset's future earnings and associated cashflows,
which will likely comprise predominantly of investment income
generated from its investment portfolio, may be fully upstreamed
to the parent thereby diverting the retained earnings that may
hamper the company's capital position and financial flexibility.

The outlook on Radian Asset is negative and reflects the negative
outlook on its parent Radian Guaranty. The ratings on Radian Asset
is linked to the ratings on Radian Guaranty, based on the
liquidity and capital support it provides to the parent in the
form of continued dividend distributions.

An economic setback or adverse judgments related to rescission
activity or operating performance that does not improve could
significantly impair Radian Guaranty's capital and result in a
lower rating. "A downgrade of Radian Guaranty could also result in
a downgrade of Radian Asset," said Mr. Veno.


RAINBOWVISION SANTA FE: 3 Officials Resign Under Agreement
----------------------------------------------------------
Tom Sharpe at the New Mexican reports that Joy Silver, founding
partner, president, CEO and acting director; Ava Stern, founding
partner and chief financial officer; and spokeswoman Janet
Steinberg have resigned at the RainbowVision Santa Fe retirement
complex under a stipulated agreement of parties in an ongoing
bankruptcy case.

According to the report, Thomas Vicario, the former general
manager who resigned after heart surgery in May, has returned to
his post, effective Nov. 15, 2011.

The report says U.S. Bankruptcy Judge James S. Starzynski ordered
the changes on Nov. 15, 2011, after an agreement between
RainbowVision's limited-liability company, its major creditor, and
the owners of condominiums at the development.

The report says the three officials must vacate the premises
within 15 days, and Mr. Vicario will be paid $6,000 a month and
get free housing.  It also sets down new rules for financial
statements, conduct of the homeowners association and an interim
fee structure.

Based in Santa Fe, New Mexico, RainbowVision Santa Fe LLC filed
for Chapter 11 protection (Bankr. D. N.M. Case No. 11-12971) on
June 29, 2011.  Judge James S. Starzynski presides over the case.
The Law Office of George "Dave" Giddens represents the Debtor.
The Debtor estimated assets of less than $50,000 and debts of
between $10 million and $50 million.


REDDY ICE: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Reddy Ice Holdings Inc., including the corporate credit
rating to 'CCC+' from 'B-'. The outlook is negative.

The downgrade follows Reddy Ice's continued weak operating
performance and credit measures especially during the company's
recently completed key third quarter. "We consider the company's
liquidity to now be less than adequate (as per our criteria),"
said Standard & Poor's credit analyst Jean Stout. "Moreover, we
believe that the company will face difficulties improving its
financial results over the next one to two years amid continued
weak economic conditions and volatile commodity costs."

Standard & Poor's also lowered its issue ratings on notes issued
by Reddy Ice Holdings and its wholly owned operating subsidiary,
Reddy Ice Corp. The recovery ratings remain unchanged. For
analytical purposes Standard & Poor's views Reddy Ice Holdings and
Reddy Ice Corp. as one economic entity.

"The ratings on Reddy Ice reflect our opinion that the company's
financial profile is highly leveraged, given its significant debt
burden and less-than-adequate liquidity," Ms. Stout said.

Although Reddy Ice maintains a strong regional presence in the
North American wholesale packaged ice industry, the company's
narrow product focus and relatively low barriers to entry are key
rating considerations. Historically, the company has grown
primarily through an aggressive acquisition strategy, which has
positioned it as the leading packaged ice provider in its core
regions throughout the southern U.S. However, Standard & Poor's
estimates that the company's market share percentage is in the
low-double-digits given the participation of numerous local and
regional competitors.


REFLECT SCIENTIFIC: Posts $186,100 Net Loss in Third Quarter
------------------------------------------------------------
Reflect Scientific, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $186,160 on $481,325 of revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$121,988 on $735,344 of revenues for the same period last year.

The Company reported a net loss of $768,948 on $1.6 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.6 million on $1.8 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$4.37 million in total assets, $4.44 million in total liabilities,
and a stockholders' deficit of $73,885.

As reported in the TCR on April 8, 2011, Mantyla McReynolds, LLC,
in Salt Lake City, Utah, expressed substantial doubt about Reflect
Scientific's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative operating cash flows from operations, and is in default
on its debentures, which matured June 30, 2009.

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

                       http://is.gd/UMkULT

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.


RELIANCE INTERMEDIATE: DBRS Confirms Senior Notes Rating at 'BB'
----------------------------------------------------------------
DBRS has confirmed the Senior Notes rating of Reliance
Intermediate Holdings LP at BB (high) with a Stable trend.  The
rating confirmation reflects the strong operating characteristics
of HoldCo's subsidiary Reliance LP (OpCo), largely driven by the
water heater rental and HVAC (heating, ventilation, and air
conditioning) businesses, which account for the majority of OpCo's
EBITDA, coupled with financial and structural considerations.

The strength of OpCo is predominantly reflected in the stable cash
flow stream generated from the water heater and HVAC business
segment, which services a portfolio of more than 1.3 million
rental water heaters in Ontario.  In addition, this segment has
related activities that complement the water heater rental
business, including the retail sale, rental, service and
maintenance, and financing of HVAC equipment.  The Company's
security segment has been growing, with the number of customers
reaching approximately 370,000.  The Company provides residential
and commercial electronic security system sales, installation,
service, monitoring, and related commercial activities across
Canada.  HoldCo has reasonably modest business risk due to OpCo's
stable customer base, and a relatively stable financial profile.

The risk of this underlying business is viewed as moderate, given
its established presence in the Ontario market, the value
proposition offered to customers, high customer retention rates
and its non-cyclical nature.  Maintenance capital expenditures are
significant and predominantly reflect the cost of preserving the
long-term operation of the existing water heater assets.  These
maintenance capital expenditures, however, remain stable and
predictable, thus reducing the volatility of free cash flows.
OpCo also benefits to an extent from the modest diversification
provided by the security and HVAC businesses.  While the security
business carries higher volatility than the water heater and HVAC
rental businesses, its contribution has been increasing, and the
risk is viewed as manageable for the assigned rating.

Rating considerations largely focus on the ability of OpCo to
service its substantial financial obligations given the strong
cash flow from the underlying business operations and its ability
to make stable distributions to HoldCo.  Holdco's ability to
service the HoldCo Notes is entirely dependent on distributions
from OpCo.  Holdco's rating of BB (high) incorporates its 100%
interest in OpCo's strong operating businesses (which is reflected
in the stable cash flow stream generated from the water heater and
HVAC business segments), as well as its subordinate position to
OpCo's debt.

HoldCo began using International Financial Reporting Standards
(IFRS) in 2011. DBRS notes that there is no material impact as a
result of the accounting change.


REPUBLIC MORTGAGE: Moody's Lowers IFS Rating to 'Caa2'
------------------------------------------------------
Moody's Investors Service has downgraded the senior debt of Old
Republic (NYSE: ORI) to Baa2 from Baa1; and the insurance
financial strength (IFS) rating of Republic Mortgage Insurance
Company (RMIC) to Caa2 from B1. The senior debt rating remains on
review for possible downgrade, while the IFS ratings of the
primary Old Republic General and Old Republic Title companies were
placed on review for possible downgrade. The outlook for RMIC is
negative.

RATINGS RATIONALE

The rating actions were prompted by continued deterioration at
RMIC, the company's lead mortgage insurance company, and potential
financial strain at ORI, the parent company, particularly if a
regulatory takeover of the mortgage insurance operation triggers a
technical default and early redemption of ORI's senior debt.

In explaining the rationale for Moody's rating action, Senior
Credit Officer Paul Bauer said, "While Old Republic has indicated
that it does not plan to add capital to RMIC -- which by itself is
positive for the company's bond holders -- the potential need to
redeem the company' senior bonds could place cash demands on the
parent that exceed its currently available resources." Mr. Bauer
added, "The combination of a continued very high stock dividend,
an increased risk of regulatory takeover of the lead mortgage
insurance company over the near term, and the potential need to
fund an early redemption of its outstanding debt, has reduced
financial flexibility and increased liquidity risk for the
company."

Moody's said that if a technical default is triggered, the rating
agency expects that a waiver by bondholders would be likely in
order to avoid an early redemption of the debt, particularly given
the ongoing credit support available to bondholders from Old
Republic's P&C and title insurance operations. The mortgage
insurance operations have not been a meaningful (positive)
contributor to the group's interest coverage in recent years, and
interest coverage would be reasonably strong at about 5x year-to-
date if mortgage insurance losses are excluded. In addition, even
if the company were required to redeem its outstanding debt,
Moody's believes that funding options remain available, including
extra dividends from the P&C group, intercompany loans, new debt
or equity capital, and a reduction in the stockholder dividend.
However in spite of these options, the company's actions to date
indicate diminished financial conservatism and a weakened
liquidity management profile.

According to Moody's, its review of Old Republic's debt, P&C and
Title ratings will focus on the degree to which the company and
those operations can be separated from the distressed mortgage
insurance operation, including in a scenario such as a regulatory
insolvency, rehabilitation or reorganization. The rating agency
also said that the review for downgrade will focus on the degree
to which senior management appears to have decreased its general
level of conservatism in managing parent company obligations,
liquidity, and creditor interests. In particular, the continuation
of a high stockholder dividend during a period of financial
stress, and the limited alternative liquidity mechanisms available
to the parent, could strain financial flexibility, which impacts
the credit profile of both debt and insurance company policyholder
obligations.

Mortgage Insurance

Moody's said that the downgrade of RMIC to Caa2 from B1 reflects
the firm's weakened credit profile and lack of parental support.
The rating agency believes that RMIC is likely to breach the North
Carolina $1.25 million minimum regulatory capital requirement over
the coming quarters and that continued high claims are threatening
its liquidity position. RMIC had $100 million of surplus and $1.25
billion in liquid assets at September 30, 2011, and has been
paying about $215 million of claims per quarter for the last year.
Such deterioration is expected to result in the implementation of
a runoff plan that would involve the settlement of claims with
both a cash and a deferred component to preserve liquidity.
Moody's currently estimates that RMIC should be able to ultimately
cover all claims out of its current resources and projected
premium income in an expected case scenario but that substantial
uncertainty and downside risks remain due, in part, to the
continued weakness in the housing sector. The negative outlook
reflects that uncertainty. Higher than anticipated losses or more
front-loaded claims could lead to a downgrade while improved
visibility on ultimate losses could stabilize rating or lead to an
upgrade if financial resources are sufficient to cover such
losses.

The rating agency added that Old Republic's mortgage guaranty
platform is composed of three companies -- the flagship RMIC, RMIC
of North Carolina (RMIC of NC, unrated) and Republic Mortgage
Insurance Company of Florida (RMIC of FL, unrated). RMIC's
standalone risk-to-capital ratio breached the 25:1 regulatory
limit enforced in 16 states in the third quarter of 2009 and
reached 72.4:1 at 3Q2011. The insurer previously obtained
regulatory waivers from 14 of those states, including RMIC's state
of domicile, North Carolina, and wrote business out of RMIC of NC
in the two remaining states with the approval of the government
sponsored entities (GSEs). The regulatory waivers expired August
31, 2011 and both GSEs suspended RMIC's eligibility as an approved
mortgage insurer by early September, thus halting the firm's
business production. RMIC is currently working with its regulator
on a run-off plan.

General Insurance and Title Insurance Groups

Moody's said that its review for downgrade of the A1 IFS ratings
of the various operating subsidiaries of Old Republic's General
Insurance Group (property and casualty insurance), and Title
Insurance Group will focus on the decreased financial flexibility
of these groups given the increased risk of liquidity strain at
the parent. Over the short term, the potential need to fund $866
million of bond redemptions, combined with existing interest
obligations (about $24 million per quarter), and a high stock
dividend (about $45 million per quarter) exceed cash resources
currently available to the parent, estimated at $600 million. In
its review, Moody's will also focus on the long term credit
profile of these entities including their business profile,
capital adequacy, profitability and operational and financial
conservatism.

The ratings of the P&C and Title operating companies could be
downgraded if financial strain at the parent worsens, if adequate
coverage of parental obligations, including interest and
stockholder dividends is not restored to prior levels, or if the
rating agency believes the company will have less conservatism in
managing creditor interests and liquidity over the longer-term. In
addition, the ratings of the P&C companies could be lowered if
underwriting leverage increases over 4.5x, earnings continue to be
weak (e.g. return on capital in the mid-single digits or lower),
or reserves show significant adverse development (more than 4%).
The ratings of the title insurance operating companies could be
downgraded if there is a meaningful decrease in market presence
(i.e. market share below 5%), or worse than expected performance
on the downward side of an industry cycle (i.e. losses greater
than $50 million).

The ratings on the P&C and Title groups could be confirmed if
parent company liquidity were improved, the risk of adverse
developments stemming from the mortgage insurance group were
reduced, and the company were to maintain a more creditor-friendly
financial profile and liquidity management.

The following ratings have been lowered and continue on review for
possible downgrade:

Old Republic International Corporation -- senior unsecured debt
lowered to Baa2 from Baa1; and provisional senior unsecured shelf
lowered to (P)Baa2 from (P)Baa1.

This rating has been lowered, and has a negative outlook:

Republic Mortgage Insurance Company -- insurance financial
strength to Caa2 from B1.

These ratings have been placed on review for possible downgrade:

Bituminous Casualty Corp. -- insurance financial strength of A1;

Bituminous Fire & Marine Insurance Co. -- insurance financial
strength of A1;

Great West Casualty Company -- insurance financial strength of A1;

Old Republic Insurance Co. -- insurance financial strength of A1;

Old Republic National Title Insurance Company -- insurance
financial strength of A1; and,

Mississippi Valley Title Insurance Company -- insurance financial
strength of A1.

The following ratings were affirmed with a positive outlook:

Manufacturers Alliance Insurance Company -- insurance financial
strength of A3;

Pennsylvania Manufacturers' Association Ins Co --insurance
financial strength of A3; and,

Pennsylvania Manufacturers Indemnity Company -- insurance
financial strength of A3.

Old Republic International Corporation, headquartered in Chicago,
Illinois, is a multi-line insurance holding company whose
subsidiaries are engaged primarily in property and casualty
insurance, mortgage guaranty, and title insurance. During the
first nine months of 2011, Old Republic reported total revenue of
$3.3 billion, and a net loss of $196 million. As of September 30,
2011, shareholders' equity was $3.8 billion.

The principal methodologies used in this rating were Moody's
Global Rating Methodology for Property and Casualty Insurers
published in May 2010; Moody's Rating Methodology for U.S. Title
Insurance Companies published in October 2008; and Moody's Global
Rating Methodology for the Mortgage Insurance Industry published
in February 2007.


RIOCAN REAL: S&P Assigns 'BB+' Rating to Preferred Trust Units
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' global scale
rating and its 'P-3 (High)' Canadian national scale rating to
RioCan Real Estate Investment Trust's C$130 million series C five-
year rate reset preferred trust units.

The preferred trust units are subject to an initial fixed
distribution rate of 4.70% for five years. Thereafter, the
distribution will be reset every five years based on the five-year
Canada bond yield plus 3.18%. The Toronto Stock Exchange will list
the preferred trust units, and holders may elect to convert their
units to a floating rate at certain dates. RioCan plans to use a
portion of the net proceeds from the preferred trust unit offering
to redeem its C$120 million 5.70% Series K senior unsecured
debentures and the balance for debt repayment, property
acquisitions, to fund development, and for general trust
purposes.

Toronto-based RioCan is the largest real estate investment trust
(REIT) in Canada and is the nation's largest owner of shopping
centers with a portfolio of retail properties of more than 60
million square feet. RioCan also owns interests in a number of
grocery anchored shopping centers in the U.S. located
predominantly in the Northeastern U.S.

"Our 'BBB' corporate credit rating on the company acknowledges its
leading market position in Canada, the stability and
predictability of its cash flow, and its adequate liquidity
profile. These strengths are somewhat offset by weak debt service
coverage relative to similarly rated U.S. peers and an
aggressive distribution policy. For our most recent rating
rationale, please see, 'Summary: RioCan Real Estate Investment
Trust,' published May 13, 2011, on RatingsDirect on the Global
Credit Portal," S&P said.

"The stable outlook reflects the company's well-leased portfolio,
which should generate cash flow growth. This, along with recent
refinancing activity, supports our expectation for modest
improvement to debt coverage measures over the next year," S&P
said.

Ratings List

RioCan Real Estate Investment Trust
  Corporate credit rating    BBB/Stable/--

Ratings Assigned
  C$130 million five-year rate reset trust preferred units series
C
     Global scale        BB+
     Canadian scale      P-3 (High)


ROTHSTEIN ROSENFELDT: Bank Protests Sharing of Information
----------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Gibraltar Private Bank & Trust is objecting to the sharing of
information between bankruptcy attorneys in the Scott Rothstein
case and plaintiffs who are suing banks connected to the scheme.

According to the report, in an ongoing trial in Miami, attorneys
for investors who are suing TD Bank recently asked very specific
questions about Mr. Rothstein's alleged efforts to recruit bankers
to help him run his Ponzi scheme.  Gibraltar and TD Bank both deny
specific knowledge of Mr. Rothstein's fraud when he was laundering
millions of dollars through accounts at those institutions.

The report relates that questions posed to former TD Bank regional
VP Frank Spinosa included: "Did you ever receive anything of value
from Scott Rothstein in exchange for your participation in the
fraud?" and "Did you ever fly on a private jet with Scott
Rothstein to attend the Super Bowl?"

The report says attorneys for TD Bank objected to those questions
as being unfounded, but David Mandel, who asked the questions,
told U.S. District Judge Marcia Cooke that he learned about the
details from the bankruptcy attorneys in the Chapter 11 of defunct
law firm Rothstein Rosenfeldt Adler.

The report adds that the trustee in the RRA bankruptcy, Herbert
Stettin, was allowed exclusive access to question Mr. Rothstein
because he was facing statutory deadlines to file lawsuits.  But
federal prosecutors have so far kept other parties from deposing
Mr. Rothstein, saying they plan to file new indictments soon and
don't want Mr. Rothstein tipping off their targets.

In fact, Mr. DeMaria said that a court order had directed Mr.
Stettin not to share information from Mr. Rothstein.  Mr. DeMaria
is asking another federal judge, U.S. District Judge James I.
Cohn, to immediately order the U.S. Marshals Service to produce
Mr. Rothstein for questioning, the report notes.

The report says, in response to Mr. DeMaria's motion, Mr.
Stettin's attorney, Chuck Lichtman, said: "The trustee has been
extremely careful not to divulge his work product interview notes
with anyone.  In the instance of Coquina, with whom we have a
common interest under the law, we provided certain limited verbal
information, which is within the doctrine of common interest
consistent with all Florida and federal law."

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUDEN MCCLOSKY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Paul Brinkmann, reporter at South Florida Business Journal,
citing court documents, says Ruden McClosky has declared almost
$20 million in "book value" for its accounts receivable.

According to the report, the firm's accounts receivable data might
be important because there's an auction set for Nov. 27, 2011,
where those accounts are the primary asset for sale.  Another law
firm, Greenspoon Marder, has agreed to bid $7.6 million for the
firm's assets.

The report says the financial schedule includes a note that the
fair market value of the accounts receivable is "unknown."

The report adds that the largest amount owed to a single ex-
shareholder is $100,000.  The total is $3.86 million for ex-
shareholders, who are unsecured non-priority creditors in the
bankruptcy.  But the accounts receivable are not listed as assets
in the summary of the schedules, where Ruden stated only $1.5
million in assets and $18.75 million in debt.

The report says the financials showed $13.5 million of book value
for "work in process" for the firm.  Some of the key figures in
the filing:

   Assets                           $1.50 million
   Liabilities                     $18.75 million
   Unsecured liabilities            $6.75 million
   Payroll                         $11.28 million
   Unsecured liabilities
     to ex-shareholders             $3.86 million
   Value of office furniture        $0.34 million
   Value of office artwork
     appraised 2005)                $0.47 million
   Accounts Receivable
    Billed, under 120 days          $3.27 million
    Billed, over 120 days          $16.14 million
    Work in process under 90 days   $4.09 million
    Work in process over 90 days    $9.54 million

The report adds that the schedules filed on Nov. 15, 2011, listed
several malpractice actions against Ruden, and 16 lawsuits where
Ruden won a final or default judgment on collections matters.

Founded in 1959, Ruden McClosky -- http://www.ruden.com/-- was a
full-service law firm serving the legal needs of clients
throughout Florida, the U.S., and internationally.  It has eight
offices in Florida.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection Nov. 1 in its
hometown of Fort Lauderdale.  It plans to sell a substantial
portion of its assets to Fort Lauderdale-based Greenspoon Marder,
according to sibling publication the Daily Business Review.

An official committee of unsecured creditors has been named in the
bankruptcy case of Ruden McClosky.  Five of the seven committee
members are former Ruden attorneys.


RUPERT OIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rupert Oil Company, Inc.
        P.O. Box N
        Rupert, WV 25984

Bankruptcy Case No.: 11-50258

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Ronald G. Pearson

Debtor's Counsel: George L. Lemon, Esq.
                  122 1/2 North Court Street
                  P.O. Box 1250
                  Lewisburg, WV 24901
                  Tel: (304) 645-3773
                  E-mail: georgelemon@frontier.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wvsb11-50258.pdf

The petition was signed by James A. Alvis, III, president.


SALON MEDIA: Incurs $866,000 Net Loss in Sept. 30 Quarter
---------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $866,000 on $938,000 of net revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $523,000
on $1.36 million of net revenues for the same period during the
prior year.

The Company reported a net loss attributable to common
stockholders of $2.58 million on $4.57 million of net revenues for
the year ended March 31, 2011, compared with a net loss
attributable to common stockholders of $4.86 million on
$4.29 million of net revenues during the prior year.

The Company also reported a net loss of $1.54 million on
$1.95 million of net revenues for the six months ended Sept. 30,
2011, compared with a net loss of $1.34 million on $2.52 million
of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.57 million in total assets, $11.97 million in total liabilities
and a $10.40 million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, Salon's
independent registered public accounting firm for the years ended
March 31, 2009, 2010, and 2011, included a "going-concern" audit
opinion on the consolidated financial statements for those years.
As reported by the TCR on July 4, 2011, Burr Pilger expressed
substantial doubt about the Company's ability to continue as a
going concern following the fiscal 2011 results.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
of $108.4 million at March 31, 2011.

As a result of the "going-concern" opinions, Salon's stock price
and investment prospects have been and will continue to be
adversely affected, thus limiting financing choices and raising
concerns about the realization of value on assets and operations.

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

                        http://is.gd/v7rlKU

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.


SBARRO INC: Judge Confirms Plan for Bankruptcy Exit
---------------------------------------------------
Sbarro, Inc. disclosed that U.S. Bankruptcy Court for the Southern
District of New York has approved the Company's Plan of
Reorganization, clearing the way for Sbarro to emerge from Chapter
11 on Nov. 28, 2011.

"Today's ruling marks an important milestone in our efforts to
emerge from the bankruptcy process as a stronger business that
will be better positioned to serve our customers," said Nicholas
McGrane, Interim President and Chief Executive Officer of Sbarro,
Inc.  "When we emerge from bankruptcy, our debts will have been
reduced by approximately 70%, and we will have access to $35
million in fresh capital provided by our new ownership group.  The
support and commitment of our investors has helped us move through
the restructuring process relatively quickly, and thanks to the
continued efforts of our employees, our business is performing
solidly as we head into our busiest period of the year."

Under the plan approved by Judge Chapman, ownership of the
troubled pizza chain will go to senior lenders, which are owed
approximately $176 million.  The company, whose restaurants have
been operating as usual during the bankruptcy, said it expected to
come out of the process healthy, according to Bankruptcy Law360.

According to Bloomberg News, the bankruptcy plan gives first-lien
lenders a recovery of from 69 percent to 95 percent on their
claims, according to a plan description.  The plan gives no
recovery for second-lien claims of about $34 million and general
unsecured creditors with as much as $173 million in claims,
according to court documents.

The Company is being advised by Kirkland & Ellis LLP, its legal
counsel, and Rothschild Inc., its financial advisor. Cantor
Fitzgerald Securities, the agent for Sbarro's first lien lenders
and post-petition debtor-in-possession lenders, is being advised
by Davis Polk & Wardwell LLP, its legal counsel, and Conway Del
Genio Gries & Co., LLC, its financial advisor.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SCOLR PHARMA: Posts $758,000 Net Loss in Third Quarter
------------------------------------------------------
SCOLR Pharma, Inc., reported a net loss of $758,000 on $12,000 of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $959,000 on $124,000 of revenues for the three
months ended Sept. 30, 2010.

Net loss was $2.5 million on $204,000 of revenues for the nine
months ended Sept. 30, 2011, compared with a net loss of
$2.5 million on $513,000 of revenues for the nine months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $2.4 million
in total assets, $939,000 in total liabilities, and stockholders'
equity of $1.5 million.

As reported in the TCR on April 5, 2011, Grant Thornton LLP, in
Seattle, Washington, expressed substantial doubt SCOLR Pharma's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The
independent auditors noted that the Company incurred a net loss of
$3.2 million during the year ended Dec. 31, 2010, and, as of that
date, the Company had net working capital of $1.9 million.

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

                       http://is.gd/pdFbGI

Bothell, Wash.-based SCOLR Pharma, Inc. OTC BB: SCLR)
-- http://www.scolr.com/-- is a specialty pharmaceutical company
focused on applying its formulation expertise and patented
Controlled Delivery Technology (CDT) platforms to develop novel
prescription pharmaceutical, over-the-counter (OTC), and
nutritional products.


SHAMROCK-SHAMROCK: Taps Lanigan for Claims vs. PNC Bank
-------------------------------------------------------
Shamrock-Shamrock Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Lanigan &
Lanigan PL as attorney.

The firm represents the Debtor relating to the claims by the
Debtor against PNC Bank for an accounting related to application
of mortgage payments, rent seizure and other accounting
irregularities.  The case was filed in the Circuit Court of
Volusia County, Florida (Case No. 2011 30796 CICI) on April 25,
2011.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in the Section 101(14) of the Bankruptcy Code.

                      About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.

The Debtor disclosed in its amended schedules $12,904,154 in
assets and $17,036,102 in liabilities.  In the original schedules,
the Company disclosed assets of $12,904,154 and liabilities of
$17,021,201, owing on mortgages to a variety of lenders.


SHAMROCK-SHAMROCK: Court Approves Temples Company as Broker
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Shamrock-Shamrock, Inc., to employ Pollyann Martin of
The Temples Company to facilitate the lease of the Debtor's real
property located at 821 Nova Rd., Unit 4, Daytona Beach, Florida.

Pollyann Martin, associate broker of the Temples Company, tells
the Court that firm will receive a broker a commission of $1.50
per square foot to the total space leased to the national tenant
(6500 square feet), or a one-time fee of $9,750.

Ms. Martin assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Martin can be reached at:

         2960 Hartley Road, No. 200
         Jacksonville, FL 32257
         E-mail: pmartin@thetemplescompany.com

                  About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.


SHUDH, LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shudh, LLC
          dba Baymont Inn & Suites, Augusta, GA
        2100 Central Avenue, Suite 7
        Augusta, GA 30904

Bankruptcy Case No.: 11-12311

Chapter 11 Petition Date: November 16, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: Todd Boudreaux, Esq.
                  SHEPARD PLUNKETT HAMILTON BOUDREAUX
                  7013 Evans Town Center Boulevard, Suite 303
                  Evans, GA 30809
                  Tel: (706) 869-1334
                  Fax: (706) 868-6788
                  E-mail: tboudreaux@shepardplunkett.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb11-12311.pdf

The petition was signed by Ravinder Jerath.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Sai-Ram Hospitality, LLC              11-12312
Shubh Hospitality, LLC                11-12313
Jerath Hospitality, LLC               11-12314
East River Hospitality, LLC           11-12315
JS Hotels, LLC                        11-12316
Gordon South, LLC                     11-12317
Vishwas Hospitality, LLC              11-12318
Jai Hospitality, LLC                  11-12319


SIMMONS FOODS: Moody's Lowers CFR to 'Caa1'; Outlook Developing
---------------------------------------------------------------
Moody's Investors Service has lowered the Corporate Family Rating
(CFR) and the Probability of Default Rating (PDR) of Simmons
Foods, Inc (collectively with its affiliates, "Simmons") to Caa1
from B2. The ratings on the second lien notes were lowered to Caa2
from B3. Concurrent with the rating actions, the outlook was
changed to developing from stable.

The following ratings were downgraded:

Corporate Family Rating to Caa1 from B2

Probability of Default Rating to Caa1 from B2

$265 million second lien senior secured notes due 2017 to Caa2
(LGD 5, 74%) from B3 (LGD 5, 76%)

The outlook was changed to developing from stable.

Moody's rating action comes after Simmons reported weak third
quarter operating performance and disclosed that it is in default
of two financial covenants under its $225 million senior secured
bank facility (not rated by Moody's). Depressed chicken prices in
its poultry segment, integration challenges in its pet food plant
operations, and the rising cost of beef products used in its pet
foods were key causes of the soft operating performance. The
company is currently working with its lenders (the banks have been
honoring draws under the revolving credit facility) to enter into
a forbearance agreement and eventually amend financial covenants
to provide additional financial flexibility. This is the second
time in six months Simmons has sought covenant relief from its
banks ? the company entered into a forbearance agreement in June
and subsequent amendment in July after it failed to meet a
financial covenant.

"We are concerned that the challenges facing Simmons in both its
poultry and wet pet foods operations may not be accommodated
adequately by its current leveraged capital structure," said Brian
Weddington, a Senior Credit Officer at Moody's.

Simmons debt capital includes a $125 million first-lien secured
bank revolving credit line ($83 million was drawn at the end of
the third quarter), a $100 million first-lien secured bank term
loan, and $265 million of 10.5% second lien senior secured notes.
The $13.9 million semi-annual interest payment on the notes was
made after the end of the third quarter.

The developing outlook reflects uncertainty about the terms of the
contemplated amendment to the bank credit agreement, timing of a
recovery to historical profitability levels in its key segments,
and whether Simmons will have sufficient financial flexibility to
maintain normal business practices through its near-term operating
challenges.

"We expect that Simmons will negotiate an amended agreement with
its banks to give the company more time to work through the
current cyclical downturn," Weddington said "However, if the
operating environment becomes more challenging, due to rising feed
and beef costs for example, Simmons could choose to pursue a
transaction with its creditors which Moody's can consider a
distressed exchange, and hence a default. Conversely, if the
operating environment begins to improve faster than Moody's
expects, there could be positive rating momentum."

Simmons has struggled with high financial leverage since its $230
million acquisition of wet pet food maker Menu Foods in November
2010. Following the closing, the operating environment for the
chicken industry became increasingly challenging as corn prices
rose steadily while chicken prices remained flat due to
oversupply. More recently, tightening cattle supplies have driven
up the price of beef products used in Simmons' wet pet products,
coupled with unexpected problems in its wet pet food operations,
leading to further declines in pet food margins. The resulting
earnings deterioration has prevented Simmons from delevering as
planned, and has caused it to fall out of compliance with the
minimum consolidated fixed charge and the consolidated leverage
ratio covenants under the credit agreement.

RATINGS RATIONALE

Simmons Foods' Caa1 corporate family rating reflects the company's
concentration in the volatile poultry processing industry and high
financial leverage resulting from the debt financed Menu Foods
acquisition. The rating also takes into consideration the limited
free cash flow generation and the recent earnings volatility in
Simmons' private label wet pet food business, due primarily to
integration challenges and rising input costs, that Moody's had
expected would be a source of earnings stability. Finally, the
rating reflects Simmons' weak liquidity profile that will persist
until it obtains an amendment with its banks that provides more
favorable terms.

Moody's currently anticipates that the operating environment in
the chicken industry will remain difficult into 2012 and that beef
prices will trend higher due to tight cattle supplies, which could
be a challenge in the near-term to both of Simmons' key
businesses. Longer-term, a positive recovery in the business cycle
should take hold and eventually restore profitability to
historical levels.

An upgrade is not likely in the near-term; however, if Simmons is
able to improve its financial flexibility, and liquidity and the
operating environments improve in its respective key operating
segments, the ratings could be upgraded. The rating could be
lowered if free cash flow turns negative, liquidity deteriorates,
or Moody's otherwise feels the company's capital structure is
unsustainable.

Simmons Foods, headquartered in Siloam Springs, Arkansas, is one
of the leading vertically integrated poultry processors, and a
large private label pet food producer in the United States. The
company operates in three primary business groups: (i) Poultry;
(ii) Pet Food; and (iii) Other, which includes its rendering
operations. The company is principally owned and controlled by
members of the Simmons family. Net sales reported for the twelve
month period ended July 2, 2011 was approximately $1.2 billion.

The principal methodologies used in rating Simmons Foods, Inc.
were Global Food - Protein and Agriculture Industry published in
September 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.


SIMMONS FOODS: S&P Cuts Corp. Rating to 'CCC' on Covenant Breach
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Siloam,
Ark.-based Simmons Foods Inc., including its corporate credit
rating to 'CCC' from 'B-'. "At the same time, we lowered the issue
ratings on the company's $265 million second-lien notes due 2017
to 'CC' (two notches below the corporate credit rating) from
'CCC+', with a revised recovery rating of '6' (formerly '5'),
reflecting our expectation for negligible (0%-10%) recovery in the
event of a payment default. The outlook is developing," S&P said.

The downgrade reflects the company's poor operating performance
and inability to comply with covenants in its credit facility. The
revision of the recovery rating to '6' from '5' reflects our
reduction of the company's emergence-level enterprise value,
primarily because of its lower level of EBITDA. The developing
outlook reflects both the possibility of a lower rating if the
company does not cure its current covenant default (and
subsequently defaults on its debt payment obligations), as well as
the possibility of a higher rating if the company is able to
stabilize its earnings and obtain covenant relief for a prolonged
period (including a waiver of its current covenant breach).
Critical to determining if the company's operating performance
stabilizes will be if poultry industry fundamentals improve (after
weak first-half chicken pricing and high grain costs), and whether
the company can take sufficient pricing action to offset higher
raw material inflation in its pet food segment.

"Although the company is in technical default of its covenants,
this does not constitute a default per our criteria because the
company has not defaulted on any interest or principal payments,
nor has it filed for bankruptcy protection or proposed a
distressed exchange for any of its outstanding debt obligations,"
said Standard & Poor's credit analyst Christopher Johnson.
"Moreover, it is our understanding that the company currently is
being permitted access to its revolving credit agreement by its
lenders and is in discussions to obtain a forbearance for its
financial covenant breach agreement and ultimately a waiver and
amendment to its credit facilities."


SKINNY NUTRITIONAL: Delays Filing of 3rd Quarter Form 10-Q
----------------------------------------------------------
Skinny Nutritional Corp. said it was not in position to file its
Form 10-Q by the prescribed filing date without unreasonable
effort or expense due to the delay experienced by the Company in
completing its financial statements for the period ended Sept. 30,
2011.  This has resulted in a delay by the Company in obtaining
the completed review of such financial statements by its
independent registered public accounting firm.  Therefore, the
Company's management is unable to finalize the financial
statements and prepare its discussion and analysis in sufficient
time to file the Form 10-Q by the prescribed filing date.  The
Company anticipates that it will file its Form 10-Q no later than
fifth calendar day following the prescribed filing date.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, 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 had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SKYSHOP LOGISTICS: Incurs $1.3 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
SkyShop Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.34 million on $1.83 million of net revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$1.07 million on $1.60 million of net revenues for the same period
a year ago.

The Company also reported a net loss of $3.79 million on
$4.98 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.75 million on $5.29 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.27 million in total assets, $4.74 million in total liabilities
and a $1.46 million total stockholders' deficit.

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

                        http://is.gd/Iq9AuH

                      About Skyshop Logistics

Miami, Fla.-based SkyShop Logistics, Inc., is the largest private
mail network in the Latin American-Caribbean region, handling mail
and parcels from U.S. and European postal administrations, mail
consolidators, major publishers, international mailers, e-tailers
and financial institutions that require time-defined and reliable
delivery of their mail, including magazines, catalogs and parcels.
The Company provides Internet merchants the ability to expand
their markets internationally without the inherent risks of
shipping parcel post to foreign buyers or the use of expensive
express couriers.

As reported in the TCR on March 23, 2011, Morrison, Brown, Argiz
and Farra, LLC, in Miami, Fla., expressed substantial doubt about
SkyShop Logistics' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has a deficiency in working capital and has a net
capital deficiency.


SOLYNDRA LLC: Delays Business Auction Again for Lack of Good Bids
-----------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Solyndra LLC delayed the auction of
its solar panel business a second time, to Jan. 19, after failing
to receive any acceptable bids.  "Parties continue to express
interest in acquiring" the assets, the company said in court
papers.  "An extension of the dates and deadlines for the turnkey
sale is necessary and appropriate," to let potential buyers
evaluate the business.

Ms. Main relates that the company was set to hold the auction
Nov. 18, followed by a Nov. 22 hearing on approval of the sale. No
satisfactory bids were submitted by the Nov. 16 deadline.  The new
deadline for offers is Jan. 17, with the auction two days later
and, if there's a sale, a hearing on approval Jan. 23.

According to the report, Solyndra said it will also pursue an
alternative auction process, to be run during the last week of
January if it can't obtain a bid for the turnkey auction,
according to court documents.  The company "believes that this
'dual track' process will maximize value," it said.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: U.S. Energy Chief Denies Political Influence in Case
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Energy Secretary
Steven Chu dismissed suggestions that his department extended a
$535 million loan guarantee to solar company Solyndra LLC in an
effort to score political points or win political favors.

Dow Jones said in a separate report that a key Republican called
for Energy Secretary Steven Chu to be "reassigned" Thursday
following the Energy Department's approval of a $535 million loan
guarantee to now-bankrupt solar company Solyndra.

But according to Derek Hawkins at Bankruptcy Law360, Chu on
Thursday defended the U.S. Department of Energy's decision to
approve a $535 million loan guarantee to Solyndra, rejecting
claims by some members of the U.S. House of Representatives that
political favoritism motivated the move.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SRKO FAMILY: Court OKs Littleton & Project One as REIT Consultants
------------------------------------------------------------------
The SRKO Family Limited sought and obtained permission from the
U.S. Bankruptcy Court for the District of Colorado for permission
to employ Littleton Capital Partners and Project One Integrated
Services as real estate development consultants.

Littleton Capital will undertake a 60-day study on the status
of Colorado Crossing and the requirements for proceeding to
development while Project One will coordinate the task to be
undertaken by it with Littleton Capital and do a construction
inspection and assessment of costs to complete the development.

Colorado Crossing, the Debtor's primary asset, is a 154-acre mixed
use development located on the north end of Colorado Springs.

The Debtor will pay $20,000 per month to Littelon Capital.
Project One's professionals and their hourly rates are:

    Principals                $185
    Sr. Project Manager       $160
    Project Manager           $135
    Asst. Project Manager     $110
    Administrative Support     $50

The Debtor assures the Court that the firms are "disinterested
persons" within the meaning of Section 101(14) of the Bankruptcy
Code.

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.


STANFORD FINANCIAL: Receivership Proposes Investor Payment Plan
---------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that the court-appointed receiver for R.
Allen Stanford asked a U.S. judge to approve a proposed plan to
register, and ultimately pay, claims by investors allegedly
defrauded in a $7 billion scheme.  Lawyers for receiver Ralph
Janvey didn't say in the filing how much money is available to
distribute to claimants.

The report relates that on Nov. 11, the receivership submitted to
U.S. District Judge David Godbey in Dallas a report stating it had
$114.5 million in cash on hand and $96.6 million in assets as of
Oct. 31.  The receiver asked Godbey to approve an order setting a
bar date and compelling investors to provide proof of their claims
and divulge whether they'd also sought payment from a receivership
appointed by the Antiguan government.

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STEVE & BARRY'S: Paul Hastings Mismanaged Bid, Cerberus Atty Says
-----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that an attorney for an
affiliate of Cerberus Capital Management LP told a New York judge
Thursday that it had lost $55 million because Paul Hastings LLP
had mismanaged a bid to acquire the assets of Steve & Barry's.

Cerberus unit Ableco Finance LLC alleges that Paul Hastings' bad
legal advice cost it millions, Law360 says.

                        About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


SUMO DEVELOPMENT: Files Chapter 11 Bankruptcy in New Jersey
-----------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Sumo Development Corp. filed for
protection from creditors (Bankr. D. N.J. Case No. 11-43097) on
Nov. 15 in Newark, New Jersey, declaring assets of as much as
$10 million and debts of as much as $50 million.  The Elizabeth,
New Jersey-based company's affiliate, Sumo Golf Course Co., also
filed for bankruptcy on the same day.  Jacinto Rodrigues, the sole
shareholder of Sumo Development, authorized the filing because of
the company's "financial condition," he said in court papers.
Sumo Development's largest creditors hold a total of $15.7 million
in secured claims, according to court papers.


SUMO DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sumo Development Company Inc.
        27 Prince Street
        Elizabeth, NJ 07208

Bankruptcy Case No.: 11-43096

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Richard D. Trenk, Esq.
                  TRENK, DIPASQUALE, WEBSTER, ET AL
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  E-mail: rtrenk@trenklawfirm.com

Scheduled Assets: Unknown

Scheduled Debts: $15,756,438

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Sumo Golf Course Company, Inc.        11-43096            11/15/11
  Scheduled Assets: Unknown
  Scheduled Debts: $13,900,974

Sumo Development's list of its eight largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb11-43096.pdf

Sumo Golf Course's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb11-43097.pdf

The petitions were signed by Jacinto Rodrigues, president.


SUPERIOR PLATING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Superior Plating, Inc.
        315 1st Avenue NE
        Minneapolis, MN 55413

Bankruptcy Case No.: 11-47429

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  E-mail: mlmeyer@ravichmeyer.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb11-47429.pdf

The petition was signed by Michael P. McMonagle, president.


SUPERMEDIA INC: S&P Lowers Corporate Credit Rating to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based SuperMedia Inc. to 'CC' from 'CCC+'. "At
the same time, we removed these ratings from CreditWatch, where
they were placed with negative implications on Nov. 4, 2011. The
outlook is negative," S&P said.

"In addition, we lowered our issue-level ratings on the company's
secured debt to 'C' from 'CCC'. The recovery rating on the senior
secured debt remains unchanged at '5', indicating our expectation
of modest (10% to 30%) recovery for lenders in the event of a
payment default," S&P said.

"The downgrade reflects our view that the company's amendment,
which allows for subpar repurchases of its term debt from the
effective date of the amendment Nov. 8, 2011, suggests a high
probability of a subpar buyback," said Standard & Poor's credit
analyst Chris Valentine. "Furthermore, the term loan is trading at
a significant discount to their par value, which provides the
company an economic incentive to pursue a subpar buyback. Under
Standard & Poor's criteria, we would view these subpar buybacks as
tantamount to a default."

"We view the company's debt leverage and poor operating outlook as
indications of financial distress," added Mr. Valentine. "We see
significant risks of continued structural and cyclical declines
affecting the print directory sector, as well as increased
competition as small business advertising expands across a greater
number of online marketing channels."


SWARTVILLE, LLC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Swartville, LLC
        1900 Eastwood Road, Suite 10
        Wilmington, NC 28403

Bankruptcy Case No.: 11-08676

Chapter 11 Petition Date: November 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H. Stubbs, Jr.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $1,933,404

Scheduled Debts: $2,437,272

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb11-08676.pdf

The petition was signed by Joel Tomaselli, member/manager.


SWENSON BROS: May Convert to Chapter 7 Liquidation
--------------------------------------------------
Anna Jauhola at the Daily Republic reports that Bruce Gering of
the U.S. Trustee's Office in Sioux Falls, South Dakota, said after
a meeting with creditors on Nov. 15, 2011, Swenson Bros. Grain
will likely decide to file a Chapter 7 bankruptcy, which will
liquidate assets and permanently close the business.

"It appears to have happened that they had some contracts for
sales of corn that fell through because of selling them to
VeraSun, which went bankrupt and did not honor the contracts," the
report quotes Mr. Gering as saying.  "That was the start of their
problems."

The report relates that Mr. Gering said Swenson Bros. will
negotiate with creditors to create a disclosure statement of
assets and cash flow, and a plan for reorganization.  The company
has a certain period of time to send the plan to all creditors and
the creditors will vote on whether the plan should be confirmed by
the court.

Based in Lane, South Dakota, Swenson Bros. Grain, L.L.C. filed
for Chapter 11 protection (Bankr. D. S.D. Case No. 11-30065) on
Oct. 17, 2011.  Judge Charles L. Nail, Jr., presides over the
case.  Thomas M. Tobin, Esq., Tonner Tobin and King, represents
the Debtor.  The Debtor estimated assets of less than $50,000 and
debts of between $1 million and $10 million.


TEAM NATION: Delays Filing of Third Quarter Form 10-Q
-----------------------------------------------------
Team Nation Holdings Corporation notified the U.S. Securities and
Exchange Commission that it could not review and complete its
quarterly report on Form 10-Q without incurring unreasonable
effort and expense in connection with accurately preparing and
presenting all necessary disclosures.  The Company will file its
Form 10-Q for the period ended Sept. 30, 2011, as soon as
possible.

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company's balance sheet at June 30, 2011, showed $3.19 million
in total assets, $5.37 million in total liabilities and a $2.18
million total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


TELVUE CORP: Incurs $807,000 Net Loss in Third Quarter
------------------------------------------------------
TelVue Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $807,010 on $1.11 million of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $888,895 on $849,758
of revenue for the same period a year ago.

The Company also reported a net loss of $2.43 million on
$3.40 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.53 million on $2.71 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.62 million in total assets, $26.15 million in total
liabilities, and a $24.52 million stockholders' deficit.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.

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

                        http://is.gd/kYGmn0

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.


TITAN ENERGY: Incurs $756,670 Net Loss in Third Quarter
-------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $756,670 on $3.66 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.23 million on $3.02 million of net sales for the same period a
year ago.

The Company also reported a net loss of $2.69 million on $10.67
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.40 million on $10.04 million of net
sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $5.90
million in total assets, $7.64 million in total liabilities and a
$1.73 million total stockholders' deficit.

As reported in the TCR on April 12, 2011, UHY LLP, in Southfield,
Mich., expressed substantial doubt about Titan Energy Worldwide's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit.

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

                        http://is.gd/DVOQJr

                       About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TONGJI HEALTHCARE: Incurs $22,846 Net Loss in Third Quarter
-----------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $22,846 on $703,330 of total operating revenue for the
three months ended Sept. 30, 2011, compared with net income of
$139,514 on $498,596 of total operating revenue for the same
period during the prior year.

The Company reported a net loss of $56,232 on $1.92 million of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $324,335 on $1.87 million of total operating
revenue during the prior year.

The Company also reported a net loss of $45,730 on $1.90 million
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $152,768 on $1.34 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$10.36 million in total assets, $10.19 million in total
liabilities, and $165,086 in total stockholders' equity.

As reported by the TCR on April 25, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., noted that the Company's significant
operating losses and insufficient capital 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/fmOjc9

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., was incorporated in the State of Nevada on
December 19, 2006.  The Company operates Tongji Hospital,
a general hospital with 105 licensed beds.


TOWERS AT BELLA TERRA: Lincoln Buys Complexes in Receivership Sale
------------------------------------------------------------------
Lincoln Property Company has purchased the Towers at Bella Terra
office and retail complex, one of the largest receivership sales
to close in recent months.  Lincoln plans to rebrand and
reposition the property over the next several months and to
complete the lease-up of the remaining office space.

Lincoln Property Company secured the institutional asset at a 45%
discount to the previous owner's purchase price four years ago,
and a 28% discount to the previous loan balance.

The Towers at Bella Terra consist of two, six-story office
buildings totaling 189,609 square feet and a twelve-story office
tower with 193,713 square feet of space.  The property also
includes two separate retail pads, built in 2003 and 2007, that
now house Buca Di Beppo and a 36,000 square-foot 24 Hour Fitness.
Located on approximately nine acres fronting the 405 freeway on
Beach Boulevard, the buildings are within walking distance of more
than 70 shops, cafes and restaurants at the nearby Bella Terra
retail center.

"We see significant opportunity in the West Orange County
submarket, and are pleased to be able to step in and maximize the
potential of the Towers at Bella Terra, which are already
capturing the interest of the brokerage and tenant community,"
said Kevin Hayes, Senior Vice President at Lincoln Property
Company.  "We are encouraged by the fact that only days after
closing on the deal, we are already in active negotiations with
several firms for more than 250,000 square feet of space."

Gradually strengthening local market fundamentals may help bolster
office occupancy in the coming months. Driven by a combination of
positive job growth and limited new supply, the Orange County
market has experienced four straight quarters of positive
absorption and stable office rental rates.  The West County
submarket, which currently carries a relatively low Class-A
vacancy rate of 14.0%, has begun to see rental rate growth in
recent quarters.

"The fundamentals, amenities and pricing of the Towers at Bella
Terra are all outstanding," said Hayes.  "We plan on adding even
more value to this already thriving complex with a series of
improvements to the lobby and common areas, along with landscaping
upgrades to draw even more interest from local firms looking for
new space."

The state-of-the-art office buildings feature on-site management,
24-hour security, efficient floor plates accommodating companies
of all sizes and beautiful ocean views.  Current tenants include
Orbital Sciences Corporation, Health Net of California and the
corporate headquarters for BJ's Restaurants, Inc.

Lincoln Property Company was unrepresented in the deal, and
Eastdil Secured brokers Adam Edwards and K.C. Scheipe represented
the seller in the transaction.

                      About Lincoln Property

Lincoln Property Company -- http://www.lpcsocal.com/-- founded in
1965 by its chairman Mack Pogue, is a privately-owned real estate
firm involved in real estate investment, development, property
management and leasing worldwide.  Lincoln has offices in all
major markets of the U.S. and throughout Europe.  Lincoln's
cumulative development efforts have produced over 100 million
square feet of commercial space and over 185,000 multifamily
residential units.  Lincoln Property Company is one of the largest
commercial real estate companies in the world.


TRAILER BRIDGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Trailer Bridge, Inc.
        10405 New Berlin Road East
        Jacksonville, FL 32226

Bankruptcy Case No.: 11-08348

Chapter 11 Petition Date: November 16, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Gardner F. Davis, Esq.
                  FOLEY & LARDNER LLP
                  P.O. Box 240
                  Jacksonville, FL 32201
                  Tel: (904) 359-2000
                  Fax: (904) 359-8700
                  E-mail: gdavis@foley.com

Debtor's
Co-Counsel:       DLA PIPER LLP (US)

Debtor's
Investment
Banker:           GLOBAL HUNTER SECURITIES LLC

Debtor's
Financial
Advisor:          RAS MANAGEMENT ADVISORS LLC

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

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

The petition was signed by Mark A. Tanner, co-chief executive
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Earl W. Colvard, Inc.              Trade                  $189,741
816 S. Woodland Boulevard
Deland, FL 32720

McAllister Towing                  Trade                  $160,555
4258 Apollo Avenue
Jacksonville, FL 32226

CSXI N/A 125957                    Trade                  $156,153
6737 Southpoint Drive S
CSXT 1 Building, 2nd Floor

Railport Services, Inc.            Trade                  $127,940

Neuberger Berman Management, LLC   Claim                  $118,182

First Coast Express                Trade                  $108,706

Jacksonville Port Authority        Trade                  $101,111

Sea Port Security Inc.             Trade                   $93,033

Eleets Logistics, Inc.             Trade                   $89,430

Donnelly Transport                 Trade                   $77,300

Trac Lease, Inc.                   Trade                   $76,924

Armada Advisors Inc.               Claim                   $74,848

Deutsche Bank Trust Company        Claim              Undetermined
Americas

Seacor Holdings, Inc.              Claim              Undetermined

Edge Asset Management, Inc.        Claim              Undetermined

Whipporwill Associates, Inc.       Claim              Undetermined

Credit Suisse Asset Management,    Claim              Undetermined
Inc.

Wells Capital Management, Inc.     Claim              Undetermined

Ivy Suter                          Contract Claim     Undetermined

Aladdin Capital Management, LLC    Claim              Undetermined


TRAILER BRIDGE: Nasdaq to Delist Stock on Nov. 28
-------------------------------------------------
Trailer Bridge, Inc. disclosed that its stock will be delisted as
of the opening of business on Nov. 28, 2011 and that Nasdaq will
file a Form 25-NSE with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on Nasdaq.  This decision by Nasdaq comes following
the Company's announcement on Nov. 16, 2011 that it filed a
petition for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Middle District
of Florida.

After the Company's common stock is delisted by Nasdaq, it may
trade on the OTC Bulletin Board or the Pink OTC Markets, Inc., but
only if a market maker applies to quote the Company's common
stock.

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

                    About Trailer Bridge

Trailer Bridge, Inc. provides integrated trucking and marine
freight service to and from all points in the lower 48 states and
Puerto Rico and Dominican Republic, bringing efficiency, service,
security and environmental and safety benefits to domestic cargo
in that traffic lane.  This total transportation system utilizes
its own trucks, drivers, trailers, containers and U.S. flag
vessels to link the mainland with Puerto Rico via marine
facilities in Jacksonville, San Juan and Puerto Plata.

Trailer Bridge, Inc. filed a voluntary petition under Chapter 11
(Bankr. M.D. Fla. Case No. 11-08348).  The Company's filing of
Chapter 11 comes one day after its $82.5 million 9.25% Senior
Secured Notes became due.  The Company hopes to complete this
reorganization by the end of the first quarter of 2012, and will
work closely with its existing debt holders to emerge quickly from
Chapter 11.


TRAILER BRIDGE: Moody's Lowers Corp. Family Rating to 'Caa3'
------------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating (PDR) of Trailer Bridge, Inc. to D from Caa2 and the
corporate family rating (CFR) to Caa3 from Caa2 following its
filing of a voluntary petition for reorganization under Chapter 11
of the US Bankruptcy Code on November 16, 2011. In the near term,
Moody's will withdraw all of the ratings because the issuer has
entered into bankruptcy. Please refer to Moody's withdrawal policy
on Moodys.com.

The following ratings were downgraded and will be withdrawn:

Probability of Default Rating to D from Caa2

Corporate Family Rating to Caa3 from Caa2

$82.5 million 9.25% senior secured notes due November 2011, Caa3
(LGD-3, 34%) from Caa2 (LGD-4, 50%)

The following rating will be withdrawn:

Speculative grade liquidity rating at SGL-4

RATINGS RATIONALE

The downgrade of the PDR and CFR reflects the company's bankruptcy
filing, which Moody's classifies as a default event. The Caa3 CFR
reflects Moody's expectation for a higher than average family
recovery rate of 65%.

The principal methodology used in rating Trailer Bridge was the
Global Shipping Industry Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Trailer Bridge, Inc., headquartered in Jacksonville, Florida is an
integrated trucking and marine freight carrier that provides
truckload freight transportation primarily between the continental
U.S., Puerto Rico and Dominican Republic. Last twelve months ended
June 30, 2011 revenues were approximately $111 million.


TRAILER BRIDGE: S&P Lowers Corporate Credit Rating to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Trailer Bridge Inc. to 'D' from 'CC'. At the same
time, Standard & Poor's lowered its issue-level rating on the
company's senior secured notes to 'D' from 'CC'.

The '4' recovery rating on the notes, indicating expectations of
an average (50%-70%) recovery, remains unchanged.

"The downgrade reflects Trailer Bridge's failure to pay off its
$82.5 million senior secured notes that matured Nov. 15, 2011,"
said Standard & Poor's credit analyst Funmi Afonja.

The company is also in default under the terms of its senior
secured debt (unrated) whose loan forbearance period expired on
Nov. 15, 2011, giving the senior secured debt holders the right to
accelerate payments due.


TRAVELCLICK INC: Moody's Keeps 'B1' After EZ Acquisition
--------------------------------------------------------
TravelCLICK, Inc.'s acquisition of channel management provider EZ
Yield does not immediately impact its B1 Corporate Family Rating
and stable rating outlook.  The transaction weakens TravelCLICK's
position within its rating category due to an initial increase in
leverage and reduction in liquidity, but offers the benefits of
greater scale, improved channel management offerings, and
potential cost synergies associated with the business combination.
For more information, please see the Issuer Comment posted on
moodys.com.

TravelCLICK is a leading provider of marketing and reservation
services to independent and chain hotels worldwide. TravelCLICK's
offerings include: (i) Business Intelligence Solutions that
provide customers with competitive market data; (ii) Digital
Marketing Solutions that enable customers to market their
properties directly to consumers and travel agents; and (iii)
Reservation Services which provide a web-based Central Reservation
System, including a web booking engine. Headquartered in New York
City, TravelCLICK generated revenues of $202 million for the
twelve months ended June 30, 2011.


TREE AND LAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tree and Land, Inc.
        4312 Bell Rd.
        Minooka, IL 60447

Bankruptcy Case No.: 11-46326

Chapter 11 Petition Date: November 15, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Richard G. Larsen, Esq.
                  MYLER, RUDDY & MCTAVISH
                  105 E. Galena Blvd., 8th Floor
                  Aurora, IL 60505
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076
                  E-mail: rglarsen@mrmlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-46326.pdf

The petition was signed by Karen J. Matan, president.


TSA INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TSA Investment, LLC
        524 E. Gateway Blvd.
        Boynton Beach, FL 33435

Bankruptcy Case No.: 11-41546

Chapter 11 Petition Date: November 14, 2011

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

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Stan Riskin, Esq.
                  ADVANTAGE LAW GROUP, P.A.
                  950 S Pine Island Rd. #A-150
                  Plantation, FL 33324
                  Tel: (954) 727-8271
                  Fax: (954) 727-8274
                  E-mail: stan.riskin@gmail.com

Scheduled Assets: $632,564

Scheduled Debts: $2,797,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-41546.pdf

The petition was signed by Mohammed A. Khan, managing member.


UNILAVA CORPORATION: Delays Filing of 3rd Qtr. Form 10-Q
--------------------------------------------------------
Unilava Corporation was unable, without unreasonable effort and
expense, to prepare the financial statements for the period ended
Sept. 30, 2011, in sufficient time to allow the timely filing of
this report.

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company's balance sheet at June 30, 2011, showed $4.16 million
in total assets, $5.88 million in total liabilities and a $1.72
million total stockholders' deficit.

The Company reported a net loss of $1.00 million on $5.31 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.81 million on $7.35 million of revenue during the prior
year.

As reported by the TCR on April 14, 2011, De Joya Griffith &
Company, LLC, in Henderson, Nevada, said that the Company has
suffered losses from operations, which raises substantial doubt
about its ability to continue as a going concern.  The Company has
recently sustained operating losses and has an accumulated deficit
of $2.38 million at Dec. 31, 2010.  In addition, the Company has
negative working capital of $4.59 million at Dec. 31, 2010.


UNITED COMMUNICATIONS: Posts $47,000 Net Loss in 3rd Quarter
------------------------------------------------------------
United Communications Partners Inc., formerly known as Bark Group
Inc., filed its quarterly report on Form 10-Q, reporting a net
loss of $47,000 on $2.6 million of revenues for the three months
ended Sept. 30, 2011, compared with net income of $1.5 million on
of $2.4 million of revenues for the same period last year.

The profit in the three months ended Sept. 30, 2010, derived from
gain from deconsolidation of Danish subsidiaries which was closed
in September 2010.

The Company reported a net loss of $893,000 on $10.5 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.0 million on $3.2 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$11.1 million in total assets, $9.3 million in total liabilities,
and stockholders' equity of $1.8 million.

Marcum LLP, in New York, expressed substantial doubt about United
Communications Partners' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that at Dec. 31, 2010, the Company has not achieved a
sufficient level of revenues to support its business and has
suffered recurring losses from operations.

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

                       http://is.gd/pvFdbQ

Based in Stockholm, Sweden, United Communications Partners Inc.
-- http://www.ucpworld.com/-- is a commercial communication
services company based in Sweden that provides integrated media,
advertising and marketing consulting services to its clients.  The
Company's clients are comprised primarily of European businesses
that range in size from small local businesses to larger trans-
national and multi-national corporations.


UNITED STATES OIL: Delays Filing Third Quarter Form 10-Q
--------------------------------------------------------
United States Oil and Gas Corp represents that it is unable to
timely file its Quarterly Report on Form 10-Q for the quarter
ended Sept. 30, 2011, without unreasonable effort and expense.
The Company and its independent registered public accounting firm
need additional time to complete the review of adjustments due to
discontinued operations.  The Company represents that it will file
the Q3 2011 10-Q by the fifth calendar day following its
prescribed due date.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.

The Company's balance sheet at June 30, 2011, showed $7.44 million
in total assets, $7.34 million in total liabilities and $103,875
total stockholders' equity.

The Company reported a net loss of $1.3 million on $24.7 million
of revenue for 2010, compared with a net loss of $1.5 million on
$9.4 million of revenue for 2009.


USAM CALHOUN: Graves Dougherty Approved as Bankruptcy Counsel
-------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized USAM Calhoun Land, LLC, to
employ Graves Dougherty Hearon & Moody, P.C. as counsel.

As reported in the Troubled Company Reporter on Nov. 3, 2011, upon
retention, the firm will, among other things:

   a. provide legal advice with respect to the Debtro's powers and
      duties as the debtor in possession in the continued
      operations of its business and management of its property;

   b. take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning litigation in
      which the Debtor is involved, and objections to claim filed
      against the Debtor's estate; and

   c. prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of its estate.

Christopher H. Trickey -- trickey@gdhm.com -- a shareholder with
GDHM, attested that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

GDHM received a retainer of $5000.

The firm's hourly rates are:

         Personnel                Rates
         ---------                -----
         Shareholders          $330 - $500
         Associates                $200
         Paralegals            $100 - $130

                       About USAM Calhoun

USAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  James V.
Hoffner, ESq., at Graves, Dougherty, Hearon & Moody, P.C. serves
as counsel to the Debtor.  The Debtor scheduled $15,500,000 in
assets and $10,949,093 in debts.

The U.S. Trustee said that an official committee under 11 U.S.C.
Sec. 1102 has not been appointed in the bankruptcy case of USAM
Calhoun Land 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.


VAN ALPHEN: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Van Alphen Dairy Leasing, LLC
        1290 N. Shoop, Suite 140
        Wauseon, OH 43567

Bankruptcy Case No.: 11-14256

Chapter 11 Petition Date: November 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137
                  E-mail: djs@sak-law.com

                         - and ?

                  Sarah Mustard Heil, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 S. Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  E-mail: sheil@sak-law.com

                         - and ?

                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137
                  E-mail: sts@sak-law.com

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

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

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/innb11-14256.pdf

The petition was signed by W.H.M. van Bakel, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Antwerp Dairy Leasing, LLC            11-12846            07/25/11
Hill Dairy, LLC                       11-12469            06/27/11


VERDE VALLEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Verde Valley Plaza, LLC
          dba DH Verde, LLC
        1501 E. Highway 85A
        Cottonwood, AZ 86326

Bankruptcy Case No.: 11-31874

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Michael W. Carmel, Esq.
                  MICHAEL W. CARMEL, LTD.
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  E-mail: michael@mcarmellaw.com

Scheduled Assets: $6,033,768

Scheduled Debts: $7,297,787

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb11-31874.pdf

The petition was signed by Doug Huberman, managing member.


VISUALANT INC: Signs MOU with Winston Diamond
---------------------------------------------
Visualant, Inc., on Nov. 9, 2011, signed a Memorandum of
Understanding with Susan Winston Diamond Marketing Company.

Visualant has developed and is commercializing proprietary
patented and patent-pending technology which uses controlled
illumination with specific bands of light, to establish a unique
spectral signature for both individual and classes of items.  When
matched against existing databases, these spectral signatures
allow precise identification and authentication or diagnostics of
any item or substance.  This breakthrough optical sensing and data
capture technology is called Spectral Pattern Matching.

Winston Diamond, through its President, Susan Winston has
extensive relationships and experience in the grading of and the
global marketplace for investment grade jewels.

The parties expect to exploit the SPM technology as a
certification and grading tool for jewels, including, but not
limited to diamonds, colored gemstones and pearls.  The Company
will be paid a fee per carat of each diamond graded and certified
by the SPM technology.

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

                        http://is.gd/hFMqS2

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.

The Company's balance sheet at June 30, 2011, showed $4.70 million
in total assets, $5.96 million in total liabilities, $39,072 in
noncontrolling interest and a $1.29 million total stockholders'
deficit.


VITAMINSPICE: Creditors Re-File Plea for Trustee Appointment
------------------------------------------------------------
Parties-in-interest Learned J. Hand, John Robinson, IBT South
Florida, LLC, Jenu Jand and Esthetics Worls, on Nov. 2, 2011,
refiled with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania their motion to appoint an Chapter 11 trustee for
VitaminSpice aka Qualsec's bankruptcy estate.

As reported in the Troubled Company Reporter on Sept. 6, 2011, the
Debtor asked the Court to deny the motion to appoint trustee, or
at least stay it, pending adjudication of an impending motion to
dismiss the Bankruptcy petition.

The TCR reported on Aug. 16, 2011, that creditors who placed
VitaminSpice in Chapter 11 bankruptcy asked that the Court to oust
management and place the company in the hands of a trustee.

The Debtor related that it will be filing a motion to dismiss on
several independent grounds.  The Debtor noted that the petition
is a bad-faith attempt by attorney Jehu Hand to injure the Debtor,
his former client.  The Debtor adds that the alleged claims are
the subject of bona fide disputes.

The parties-in-interest are represented by:

         Peter Sheridan
         P.O. Box 12331
         Philadelphia, PA 19119
         Tel: (617) 759-0099
         E-mail: sheridan.pete@gmail.com

                        About VitaminSpice

Five creditors filed an involuntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 16200) against Wayne, Pennsylvania-based
VitaminSpice aka Qualsec on Aug. 5, 2011.  The creditors, owed
roughly $414,000 in the aggregate, are: John Robison in
Philadelphia, Pennsylvania; IBT South Florida, LLC, in Fort
Lauderdale, Florida; Learned J. Hand in Chapel Hill, North
Carolina; and Jehu Hand in Dana Point, California; and Esthetics
World in Cheyenne, Wyoming.  Judge Magdeline D. Coleman presides
over the case.  Peter Edward Sheridan, Esq. --
sheridan.pete@gmail.com -- in Philadelphia, Pennsylvania,
represents the petitioning creditors.

The company makes vitamin- and antioxidant-infused spices as food
and dietary supplements.


WARNER CO. JEWELERS: To Go Out of Business
------------------------------------------
Eddie Jimenez at the Fresno Bee reports that Warner Co. Jewelers
informed customers about the closing of the business through
letters and a full-page advertisement on Nov. 16, 2011, in The
Bee.  The store, which is in Fig Garden, will have a "total stock
liquidation" sale from Nov. 17 to 20, 2011.

KFSN-TV reports that Warner has been open since 1876 -- and will
close its doors at the end of January, KFSN-TV says.

As reported in the Troubled Company Reporter on Sept. 22, 2011,
The Fresno Bee said Warner Co. Jewelers filed for Chapter 11
bankruptcy protection, saying it did so to fend off an effort
by the company's largest creditor to have a receiver appointed to
liquidate the company.  The long-time Valley jeweler said the
Company's largest creditor, Westamerica Bank, filed suit against
the Company on July 12 and is seeking the appointment of a
receiver to liquidate the 144-year-old company's assets and close
down the business.

"Under the circumstances, company executives had no choice but to
seek protection under Chapter 11 of the Bankruptcy Code in order
to continue day to day operations and to service the needs of its
customers and all of its creditors," The Fresno Bee quoted Warner
Co. Jewelers as saying in its statement.

Warner Co. Jewelers -- http://warnercompany.com/-- designs and
makes jewelries.  The 144-year-old company filed for Chapter 11
bankruptcy protection in September to fend off an effort by the
company's largest creditor, Westamerica Bank, to have a receiver
appointed to liquidate the company.


WASHINGTON MUTUAL: Judge Trims FDIC's $129MM Suit Over Losses
-------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. District
Judge David O. Carter on Monday trimmed the Federal Deposit
Insurance Corp.'s $129 million suit accusing a group of loan
appraisal firms of leading Washington Mutual Inc. into mortgage
loan losses by offering it inexperienced appraisers.

According to Law360, Judge Carter rejected the FDIC's bid for
claims including gross negligence against CoreLogic Valuation
Services LLC, but preserved certain breach of contract claims
against the company and its real estate arm CoreLogic Real Estate
Solutions.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WATERBURY INTERNATIONAL: Case Summary & Creditors List
------------------------------------------------------
Debtor: Waterbury International Holdings LTD Inc., a Delaware
        Corporation
        P.O. Box 402
        New Haven, CT 06513

Bankruptcy Case No.: 11-32877


Chapter 11 Petition Date: November 16, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Carl T. Gulliver, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER LL
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: (203) 865-3673
                  E-mail: cgulliver@coanlewendon.com

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

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

The Company?s list of its 12 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ctb11-32877.pdf

The petition was signed by Kenneth A. Martin, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Beacon Funding Corp.                  11-30043            01/10/11


WATERBURY INTERNATIONAL: Case Summary & Creditors List
------------------------------------------------------
Debtor: Waterbury International Holdings LTD Inc., a Delaware
        Corporation
        P.O. Box 402
        New Haven, CT 06513

Bankruptcy Case No.: 11-23278

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Carl T. Gulliver, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER LL
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: (203) 865-3673
                  E-mail: cgulliver@coanlewendon.com

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

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

The Company?s list of its 12 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ctb11-23278.pdf

The petition was signed by Kenneth A. Martin, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Beacon Funding Corp.                  11-30043            01/10/11


WESCOIN, LLLP: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wescoin, LLLP
        P.O. Box 774563
        Steamboat Springs, CO 80477

Bankruptcy Case No.: 11-37039

Chapter 11 Petition Date: November 17, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

The Company?s list of its four largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cob11-37039.pdf

The petition was signed by Denise Peterson, general partner.


WINGATE AIRPORT: Wants Bridge Loan OK'd to Implement Ch. 11 Plan
----------------------------------------------------------------
Wingate Airport South, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize:

   -- the postpetition bridge financing from Lenders Mortgage of
   Las Vegas;

   -- payments to both secured and unsecured creditors pursuant to
   the Disclosure Statement and Plan filed on Oct. 18, 2011, upon
   approval of same by the Bankruptcy Court.

The Debtor relates that it owns a real property located at 355 E.
Warm Springs Road, Las Vegas, Nevada, consisting of a partially
completed Wyndham Hotel and land.

Ronald J. Robinson, one of the sole members of Wingate Airport,
personally had a capital investment of $7,512,367 in the property,
not including the land purchase as of the date Wingate filed its
Chapter 11 Bankruptcy Petition.  After the Petition was filed on
Feb. 11, 2011, through September 2011, Mr. Robinson contributed an
additional $38,882 to the project, including interest payments to
Multibank while negotiating refinancing of the project.

The Debtor adds that there is a large discrepancy regarding the
value of the land the project sits on.  In 2008 an M.A.I.
appraisal valued the land at $4,100,000.  Multibank recently
ordered an appraisal from CBRE Richard Ellis which valued the land
at $1,010,000.  The Debtor obtained an appraisal through HVS
Consulting and Valuation Services, a Division of DFW Hospitality
Consulting, LLC, which appraised the land value and the existing
building as of Sept. 12, 2011, at $10,600,000.  This is a viable
project and Wingate has reached an agreement for financing from
Fundamentum Capital Solutions, LLC and a bridge loan from Lenders
Mortgage of Las Vegas in an amount which would allow Debtor's Plan
to be paid in full.

The Debtor explains that:

   A. the requested relief is necessary for Debtor to successfully
      reorganize; and

   B. the debtor is in need of financing to continue operation of
      business and plan of reorganization.

The Debtor proposes a hearing on Nov. 29, at 9:30 a.m., on the
requested bridge loan.

                 About Wingate Airport South, LLC

Las Vegas, Nevada-based Wingate Airport South, LLC, owns real
property located at 355 E. Warm Springs Road, Las Vegas, Nevada,
consisting of a partially completed Wyndham Hotel and land.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 11-11950) on Feb. 11, 2011.  In its schedules, the Debtor
disclosed $12,000,000 in assets and $9,497,529 in liabilities as
of the Petition Date.  Neil J. Beller, Esq., at Neil J. Beller,
Ltd., in Las Vegas, represents the Debtor as counsel.

On June 20, 2011, the Bankruptcy Court entered an order
determining that the Debtor is a "Single Asset Real Estate" Debtor
pursuant to 11 U.S.C. Sections 101(51B) and 362(D)(3).


WYNN RESORTS: Moody's Raises CFR to 'Ba2'; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service raised Wynn Resorts Limited's Corporate
Family and Probability of Default ratings to Ba2 from Ba3. The
rating on the company's $1.32 billion 7 7/8% first mortgage notes
due 2020 was also raised to Ba2 from Ba3. A positive rating
outlook was assigned.

Ratings upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2 from Ba3

$1.32 billion 7 7/8% first mortgage notes due 2020 to Ba2 (LGD 4,
51%) from Ba3 (LGD 4, 50%)

RATING RATIONALE

The one-notch upgrade reflects the strong operating performance of
Wynn's Macau subsidiary and Moody's expectation that the Macau
gaming market will continue to experience further growth in
visitation and consumer demand. Macau now accounts for about 70%
of Wynn's consolidated revenues and 80% of the company's property-
level EBITDA. Moody's currently expects annual year-on-year growth
of between 15% and 25% in Macau gaming revenue, supported by
continued credit for high-rollers, increased spending by mass-
market visitors, primarily from mainland China, and a cap on
gaming tables until 2013 that Moody's believes will prevent
excessive competition.

"Wynn's growing and expanding Macau operations have been
instrumental in helping de-lever the company as a consolidated
entity to its lowest level since it began operations. Debt/EBITDA
for the latest 12-month period ended September 30, 2011 was below
3 times, and only about 1 time on a net debt basis," stated Keith
Foley, a Senior Vice President at Moody's.

"Given Moody's favorable view of Wynn's future performance in
Macau, the company should have the free cash flow and financial
capacity to simultaneously invest in future large, high growth
global development opportunities and continue to reward equity
shareholders in a manner that preserves much of the credit quality
improvements it achieved over the past year," added Foley.

Wynn's Ba2 Corporate Family Rating acknowledges that the company
will remain concentrated in markets that rely heavily on
destination travel, and will likely continue to return capital to
shareholders in the form of special dividends and/or share
repurchases. The company recently announced a special dividend
totaling about $630 million, and has about $600 million of
remaining capacity on its $1.7 billion authorized share repurchase
program. Also considered is Moody's opinion that Wynn will be
presented with and pursue other large, high profile, high
risk/reward integrated resort development projects around the
world, which could result in a considerable amount of additional
debt.

Wynn's Ba2 Corporate Family Rating also reflects a consolidated
rating approach, whereby Moody's views all of the operations of
Wynn as a single enterprise for analytic purposes, regardless of
whether or not financing's for some subsidiaries are done on a
stand-alone basis. The primary reason for the consolidated rating
approach is the increasing amount of financing done at the parent
company level, proceeds of which have and will be used to fund its
domestic and international subsidiaries.

The positive rating outlook anticipates that favorable gaming
demand trends in Macau along with little in the way of planned
growth-related capital expenditures and scheduled debt maturities
in the next two years will provide Wynn with ability to absorb any
earnings pressure at Wynn's Las Vegas subsidiary. It will also
afford Wynn the opportunity to maintain consolidated debt/EBITDA -
- without giving consideration to cash balances -- at or below 3.0
times, a level Moody's believes could support a higher rating.

The positive rating outlook also acknowledges that there may be
periods where Wynn's leverage experiences short-term increases due
to partially debt-financed, future development projects. However,
Moody's views Wynn as a well-established global gaming developer
and operating company that has a significant development track
record and will likely pursue development projects for which there
is a high degree of certainty that a specific capital investment
project will result in a cash flow-producing asset with a rate of
return equal to or higher than the company's historical rates of
return. As a result, temporary increases in leverage related to
casino development do not preclude an improvement in Wynn's
ratings.

A higher rating would be considered if Moody's believes Wynn will
maintain debt/EBITDA -- without giving consideration to cash
balances -- at or below 3.0 times, and adhere to a long-term
financial policy that is consistent with a higher rating. The
degree of ratings improvement, however, is limited at this time
given the secured nature of Wynn's entire debt capital structure;
a characteristic that Moody's does not believe is consistent with
an investment grade rating. Wynn's rating outlook could be revised
back to stable if for any reason Moody's expects debt/EBITDA to
remain above 3.5 times for an extended period of time. A downgrade
could result if it appears that debt EBITDA will rise and remain
above 4.25 times on a more permanent basis.

Wynn Resorts Limited (NYSE:WYNN) owns and operates casino hotel
resort properties in Las Vegas, Nevada and Macau, China. The
company reported $5.1 billion in consolidated net revenue for 12-
month period ended Sep. 30, 2011.


ZINA CHRISTIAN: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Zina Christian Center, Inc.
          aka Able Human Services, Inc.
        P.O. Box 25613
        Raleigh, NC 27611-5729

Bankruptcy Case No.: 11-08675

Chapter 11 Petition Date: November 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Travis Sasser, Esq.
                  SASSER LAW FIRM
                  2000 Regency Parkway, Suite 230
                  Cary, NC 27518
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  E-mail: tsasser@carybankruptcy.com

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

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

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb11-08675.pdf

The petition was signed by Waymond Burton, president.


* Bankruptcy Judge's Club Membership Violates Code of Ethics
------------------------------------------------------------
The Associated Press reports that a panel of federal judges has
found that Bankruptcy Judge George Paine II's membership in the
Belle Meade Country Club in Nashville, Tenn., which has no women
or blacks as full-fledged members, violates the judiciary?s code
of ethics.  The panel says an earlier decision in favor of Judge
Paine was "clearly erroneous."  But the panel said Thursday that
it is not taking any disciplinary action against Judge Paine
because he is planning to retire next month.

Judge Paine has been a member of the club since 1978.  The club
has never had a woman or a black man with membership privileges
that include voting and holding office.


* Year's Bank Failures Now 90 as Iowa, Louisiana Banks Fail
-----------------------------------------------------------
Polk County Bank, Johnston, Iowa, was closed Friday by the Iowa
Division of Banking, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Grinnell
State Bank, Grinnell, Iowa, to assume all of the deposits of Polk
County Bank.

In addition, Central Progressive Bank, Lacombe, Louisiana, was
closed by the Louisiana Office of Financial Institutions, which
appointed the FDIC as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
NBC Bank, New Orleans, Louisiana, to assume all of the deposits of
Central Progressive Bank.

A total of 90 FDIC-insured institutions have failed in the nation
this year.  Central Progressive bank is the first bank in
Louisiana shuttered by regulators this year.  Polk County Bank is
the first in Iowa that failed this year.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                    Assets of    Bank That Assumed    to Insurance
                    Closed Bank  Deposits & Bought    Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       -----------  -----------------    ------------
Central Progressive      $383.1  First NBC Bank             $58.1
Polk County Bank          $91.6  Grinnell State Bank        $12.0

Community Bank            $62.4  Century Bank of Georgia    $14.5
SunFirst Bank            $198.1  Cache Valley Ban           $49.7
Mid City Bank, Inc.      $106.1  Premier Bank               $12.7
All American Bank         $37.8  Int'l Bank of Chicago       $6.5
Community Banks        $1,380.0  Bank Midwest, N.A.        $224.9
Community Capital        $181.2  State Bank and Trust       $62.0
Old Harbor Bank          $215.9  1st United Bank            $39.3
Decatur First Bank       $191.5  Fidelity Bank              $32.6
Country Bank             $190.6  Blackhawk Bank & Trust     $66.3
First State Bank         $204.4  Northfield Bank            $45.8
Piedmont Community       $201.7  State Bank and Trust       $71.6
Blue Ridge Savings       $161.0  Bank of North Carolina     $38.0
Sun Security Bank        $355.9  Great Southern Bank       $118.3
The RiverBank            $417.4  Central Bank               $71.4
First International Bank $239.9  American First Nat'l       $53.8
Citizens Bank of N. Ca.  $288.8  Tri Counties Bank          $37.2
Bank of the Commonwealth $985.1  Southern Bank and Trust   $268.3
First Nat'l Bank, Fla.   $296.8  CharterBank                $46.9
CreekSide Bank           $102.3  Georgia Commerce Bank      $27.3
Patriot Bank of Georgia  $150.8  Georgia Commerce Bank      $44.4
First Choice Bank Geneva $141.0  Inland Bank & Trust        $31.0
First Southern Nat'l     $164.6  Heritage Bank of the South $39.6
Lydian Private Bank    $1,700.0  Sabadell United Bank      $293.2
Public Savings Bank       $46.8  Capital Bank, N.A.         $11.0
1st Nat'l Bank of Olathe $538.1  Enterprise Bank & Trust   $116.6
Bank of Whitman          $548.6  Columbia State Bank       $134.8
Bank of Shorewood        $110.7  Heartland Bank and Trust   $25.6
Integra Bank           $2,200.0  Old National Bank         $170.7
BankMeridian, N.A.       $239.8  SCBT N.A.                  $65.4
Virginia Business         $95.8  Xenith Bank                $17.3
Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3
Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P's 2011 Global Corporate Default Tally Now 41
--------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on U.S.-
based freight service company Trailer Bridge Inc. to 'D' after the
company failed to make principal and interest payments on its
$82.5 million senior secured notes that matured Nov. 15, 2011.
This raises the tally of global corporate defaults in 2011 to 41,
said an article published Nov. 17 by Standard & Poor's Global
Fixed Income Research, titled "Global Corporate Default Update
(Nov. 10 - 16, 2011)."  Trailer Bridge is the third company to
default twice this year -- the other two are Real Mex Restaurants
Inc. and William Lyon Homes.

Of the total defaulters this year, 30 are based in the U.S., three
are based in New Zealand, two are in Canada, and one each is in
the Czech Republic, Greece, France, Israel, Italy, and Russia. Of
the defaulters by this time in 2010, 55 were U.S.-based issuers,
nine were from the other developed region (Australia, Canada,
Japan, and New Zealand), eight were from the emerging markets, and
two were European issuers.

Seventeen of this year's defaults were due to missed interest or
principal payments and eight were due to distressed exchanges --
both of which were among the top reasons for defaults in 2010.
Bankruptcy filings followed with seven defaults, and regulatory
actions accounted for three.  Of the remaining defaults, one
issuer failed to finalize refinancing on its bank loan, one had
its banking license revoked by its country's central bank, another
was appointed a receiver, and three were confidential.  By
comparison, in 2010, 28 defaults resulted from missed interest or
principal payments, 25 from Chapter 11 and foreign bankruptcy
filings, 23 from distressed exchanges, three from receiverships,
one from a regulatory directive, and one from administration.

"We expect the U.S. corporate trailing 12-month speculative-grade
default rate to rise to 3.1% by September 2012 from 1.94% as of
September 2011.  The baseline projection is still lower than the
long-term average of 4.59%," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research.  "A total of 48 issuers would
need to default in the 12 months from October 2011 to September
2012 to reach this projection. By comparison, 28 speculative-grade
issuers defaulted from October 2010 to September 2011."

In addition to its baseline projection, S&P forecasts the default
rate in its optimistic and pessimistic scenarios.  In its
optimistic default rate forecast scenario, the economy and the
financial markets improve more than expected.  As a result, S&P
would expect the default rate to be 1.6% by September 2012 (25
defaults in the next 12 months).  On the other hand, if the
economic recovery stalls and the financial markets deteriorate --
which is its pessimistic scenario -- S&P expects the default rate
to be 5.1% (79 defaults in the next 12 months).


* Energy Secretary Defends U.S. Loan Guarantee for Solyndra
-----------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that U.S. Energy Secretary Steven Chu
testified Nov. 17 about the Obama administration's decision to
give solar-panel maker Solyndra LLC $535 million in loan
guarantees before the company went bankrupt.  He spoke before a
House Energy and Commerce subcommittee in Washington.

Mr. Chu was pressed to explain how big a role he played in the
financial decision to guarantee a loan and then provide
refinancing as the company slid toward collapse when he faces
lawmakers for the first time since the company filed for
bankruptcy.


* DOJ Says Former Stockbroker Arrested on Wire Fraud Charges
------------------------------------------------------------
Do 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.


* Progressive Can't Shake Bank's Ponzi Settlement Claims
--------------------------------------------------------
Dietrich Knauth at Bankruptcy Law360 reports that U.S. District
Judge Ann Aiken on Monday denied Progressive Casualty Insurance
Co.'s motion for judgment in a lawsuit over coverage for Umpqua
Bank's settlement in underlying litigation over the bank's alleged
involvement in a bankrupt company's Ponzi scheme.

Judge Aiken denied the insurers' motion for judgment on the
pleadings, saying Umpqua's suit was not blocked by a policy
exclusion barring coverage for claims arising from bad faith on
the part of the bank, Law360 relates.


* PBGC Posts Projections, Plan Failures & Higher Deficits Ahead
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation released its long-term
exposure report, which shows financial deterioration in some
pension plans and increased deficits for PBGC.

"Most private pensions are sound," said PBGC Director Joshua
Gotbaum, "but some are real sources of concern.  We want to make
sure they can restore themselves, and that PBGC has the resources
to help."

The exposure report provides projections on the future status of
private pension plans and their effect on PBGC's financial status.
The projection, as of Sept. 30, 2010, in PBGC's single employer
program was for a deficit of $24 billion in 2020, an increase from
the program's $21.6 billion deficit on that date.

             Concerns about Some Multiemployer Plans

For the multiemployer program, the deficit was projected in the
same period to reach $9.4 billion up from $1.5 billion.

Projections in the report show a nearly 30 percent chance that
PBGC's multiemployer program will run out of money entirely within
20 years.  As of FY 2010, the multiemployer program had $1.6
billion in assets to cover $3.1 billion in existing liabilities.

Many multiemployer plans remain financially sound.  Financial
distress in the multiemployer program stems from funding
shortfalls of a few large multiemployer plans.

Unlike single-employer plans, PBGC does not acquire the assets of
multiemployer plans, but instead must wait until they are
completely insolvent before beginning to fund benefits.  Computer
simulations from the agency's Pension Insurance Modeling System
project that the multiemployer program has a 6 percent chance of
becoming insolvent by 2020, and a nearly 30 percent chance of
insolvency by 2030.

Single-Employer Program Projected Steady during next Decade

PBGC performed 5,000 simulations on the future of the single
employer program, which has $78 billion in assets to cover $99
billion in pension benefits.   The average projection showed an
increase in future program deficits, to $24 billion.  None of the
computer simulations projected the program to run out of money in
the next 10 years.

Because the agency pays benefits over a lifetime for people
receiving pensions, a deficit in the program means less money will
be available in future decades. However, that point still appears
to be many years in the future for PBGC's single-employer program.

PBGC emphasizes that its projections, though using the best models
available, retain all the limitations of long-term financial
projections.  The agency's modeling system can't account for all
factors that affect the financial condition of traditional pension
plans, including employer decisions about whether to keep current
pension plans or change to other forms.  As the modeling system
stretches further into the future, those factors become
increasingly important.

The projections were made as part of PBGC's FY2010 annual report,
based on economic and financial conditions at that time. PBGC will
release its annual report next week and will update its exposure
report in the near future.

                           About PBGC

PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.


* Audit Report Shows PBGC Miscalculated Bankrupt Pension Values
---------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that an annual audit
released on Nov. 14 found that the federal agency charged with
taking over pension plans from failed companies routinely
miscalculated benefits that were given to retirees and did not
conduct proper valuations of some benefit plans.

According to Law360, the audit for the fiscal year ending Sept. 30
found that the Pension Benefit Guaranty Corp.'s Benefits
Administration and Payment Department also had "serious internal
control weaknesses" in the management of its main programs, the
Pension and Lump Sum System.


* Resolution 'Actively' Pursuing Potential Deals Outside UK
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Resolution
Group, the acquisition and restructuring firm set up by
entrepreneur Clive Cowdery, may be nearing a potential deal
outside the UK, according to a senior executive.


* Cohen & Grigsby Attorney Recognized for Pro Bono Work
-------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Bonita Springs, FL, disclosed that
Florida-based attorney Thad Kirkpatrick was recently honored by
Florida Rural Legal Services and the Lee County Bar Association
for his exceptional pro bono work involving foreclosure matters in
Lee County, Florida.  Along with several other Florida-area
attorneys, Kirkpatrick was honored for his efforts during a
special luncheon held on Oct. 28, 2011.

Kirkpatrick is a director at Cohen & Grigsby and is a member of
the Construction and Real Estate groups.  He is Board Certified by
the Florida Bar in Real Estate Law and practices in the areas of
commercial and residential real estate, real estate development
law, and general business matters in Florida.  Kirkpatrick is
rated "AV" by Martindale Hubbell and is listed in both The Best
Lawyers in America and Florida Super Lawyers for real estate.

                       About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby --
http://www.cohenlaw.com/-- is a business law firm with
headquarters in Pittsburgh and an office in Bonita Springs, FL.
Cohen & Grigsby attorneys cultivate a culture of performance by
serving as business counselors as well as legal advisors to an
extensive list of clients that includes private and publicly held
businesses, nonprofits, multinational corporations, individuals
and emerging companies.  The firm has more than 130 lawyers in
eight practice groups: Business & Tax, Labor & Employment,
Immigration/International Business, Real Estate, Intellectual
Property, Litigation, Bankruptcy & Creditors' Rights, and Estates
& Trusts.

The hiring of a lawyer is an important decision that should not be
based solely upon advertisements. Before you decide, ask us to
send you free written information about Cohen & Grigsby's
qualifications and experience.


* 13 Attorneys Honored by The Best Lawyers in America
-----------------------------------------------------
Thirteen Jones Walker attorneys have been recognized by The Best
Lawyers in America(R) 2012 (Copyright 2011 by Woodward/White,
Inc., of Aiken, SC) as "Lawyer of the Year."

"Lawyer of the Year" designations are:

Jeffrey R. Barber, named the Litigation--Bankruptcy Lawyer of the
Year, Jackson, MSRobert B. Bieck, Jr., named the Litigation -
Securities Lawyer of the Year, New Orleans, LA George F. Bloss,
III, named the Medical Malpractice Law--Defendants Lawyer of the
Year, Gulfport, MSRobert R. Casey, named the Tax Law Lawyer of the
Year, Baton Rouge, LASteven F. Casey, named the Land Use & Zoning
Law Lawyer of the Year, Birmingham, ALCurtis R. Hearn, named the
Securities/Capital Markets Law Lawyer of the Year, New Orleans,
LAKristina M. Johnson, named the Bankruptcy and Creditor Debtor
Rights/Insolvency and Reorganization Law Lawyer of the Year,
Jackson, MSRobert S. Lazarus, named the Corporate Law Lawyer of
the Year, Jackson, MSZachary Taylor III, named the Project Finance
Law Lawyer of the Year, Jackson, MSJim B. Tohill, named the Real
Estate Law Lawyer of the Year, Jackson, MSRobert C. Tucker, named
the Trademark Law Lawyer of the Year, Baton Rouge, LARandall B.
Wall, named the Municipal Law Lawyer of the Year, Jackson,
MSRichard P. Wolfe, named the International Trade and Finance Law
Lawyer of the Year, New Orleans, LA

After more than a quarter century in publication, Best Lawyers
began designating "Lawyers of the Year" in high-profile legal
practices in specific legal markets. Only a single lawyer in each
recognized practice area in that specific legal market is so
honored. The attorneys being honored as "Lawyers of the Year"
received high ratings in the surveys by earning a high level of
respect among their peers for their abilities.

Jones Walker Managing Partner William H. Hines stated, "These
rankings reflect the respect these attorneys have earned based on
their legal acumen, strength of character, and depth of knowledge
in their respective fields of practice."  He added, "We are
pleased as a firm to have our attorneys recognized by their peers
for these achievements."

Best Lawyers, established in 1983, is universally regarded as the
definitive guide to legal excellence.  Best Lawyers ratings are
based on exhaustive peer-review surveys in which thousands of
attorneys cast more than two million votes on the legal abilities
of other lawyers in their practice areas.  Attorneys are not
required or allowed to pay a fee to be listed; inclusion in Best
Lawyers is considered, therefore, a singular honor.

Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. --
http//www.joneswalker.com -- with 375 attorneys, provides a
comprehensive range of legal services to a national and
international corporate client base, many in highly regulated
industries, through offices in Alabama, Arizona, the District of
Columbia, Florida, Louisiana, Mississippi, and Texas.


* BOND PRICING -- For Week From Nov. 14 to 18, 2011
---------------------------------------------------

  Company             Coupon    Maturity  Bid Price
  -------             ------    --------  ---------
AHERN RENTALS          9.250   8/15/2013    28.105
AMBAC INC              5.950   12/5/2035    14.000
AMBAC INC              6.150    2/7/2087     1.375
AMBAC INC              7.500    5/1/2023    10.000
AMBAC INC              9.375    8/1/2011    11.000
AMBAC INC              9.500   2/15/2021    10.000
AMERICAN ORIENT        5.000   7/15/2015    31.000
AMR CORP               6.250  10/15/2014    42.500
BANK NEW ENGLAND       8.750    4/1/1999    14.000
BANK NEW ENGLAND       9.875   9/15/1999    14.000
BANKUNITED FINL        3.125    3/1/2034     5.500
BANKUNITED FINL        6.370   5/17/2012     9.500
BLOCKBUSTER INC       11.750   10/1/2014     2.125
BON-TON DEPT STR      10.250   3/15/2014    63.000
CAPMARK FINL GRP       5.875   5/10/2012    50.500
CENTRAL EUROPEAN       3.000   3/15/2013    52.000
CIRCUS & ELDORAD      10.125    3/1/2012    67.000
DELTA PETROLEUM        3.750    5/1/2037    78.210
DIRECTBUY HLDG        12.000    2/1/2017    23.000
DIRECTBUY HLDG        12.000    2/1/2017    23.750
DUNE ENERGY INC       10.500    6/1/2012    58.870
DYNEGY HLDGS INC       8.750   2/15/2012    67.625
EASTMAN KODAK CO       7.250  11/15/2013    50.000
EDDIE BAUER HLDG       5.250    4/1/2014     6.750
ELEC DATA SYSTEM       3.875   7/15/2023    96.500
ENERGY CONVERS         3.000   6/15/2013    42.500
EVERGREEN SOLAR        4.000   7/15/2020     0.250
EVERGREEN SOLAR       13.000   4/15/2015    53.000
FAIRPOINT COMMUN      13.125    4/1/2018     1.000
FAIRPOINT COMMUN      13.125    4/2/2018     0.999
FIBERTOWER CORP        9.000  11/15/2012    47.375
GLOBALSTAR INC         5.750    4/1/2028    30.500
GMX RESOURCES          5.000    2/1/2013    62.500
GMX RESOURCES          5.000    2/1/2013    58.739
GREAT ATLA & PAC       6.750  12/15/2012    17.750
HAWKER BEECHCRAF       8.500    4/1/2015    28.250
HAWKER BEECHCRAF       9.750    4/1/2017    24.100
HORIZON LINES          4.250   8/15/2012    69.000
K HOVNANIAN ENTR       6.500   1/15/2014    54.250
K HOVNANIAN ENTR      11.875  10/15/2015    57.000
KELLWOOD CO            7.625  10/15/2017    24.500
KSU-CALL12/11         13.000  12/15/2013   113.560
LEHMAN BROS HLDG       0.250   6/29/2012    23.000
LEHMAN BROS HLDG       3.000  10/28/2012    25.125
LEHMAN BROS HLDG       3.000  11/17/2012    24.250
LEHMAN BROS HLDG       4.700    3/6/2013    23.875
LEHMAN BROS HLDG       4.800   2/27/2013    23.500
LEHMAN BROS HLDG       4.800   3/13/2014    24.500
LEHMAN BROS HLDG       5.000   1/22/2013    23.250
LEHMAN BROS HLDG       5.000   2/11/2013    22.250
LEHMAN BROS HLDG       5.000   3/27/2013    23.500
LEHMAN BROS HLDG       5.000    8/3/2014    23.000
LEHMAN BROS HLDG       5.000    8/5/2015    23.260
LEHMAN BROS HLDG       5.100   1/28/2013    22.500
LEHMAN BROS HLDG       5.150    2/4/2015    23.002
LEHMAN BROS HLDG       5.250   1/30/2014    23.125
LEHMAN BROS HLDG       5.250   2/11/2015    23.130
LEHMAN BROS HLDG       5.250    3/5/2018    21.500
LEHMAN BROS HLDG       5.500    4/4/2016    24.250
LEHMAN BROS HLDG       5.625   1/24/2013    24.730
LEHMAN BROS HLDG       5.750   5/17/2013    23.800
LEHMAN BROS HLDG       6.000   7/19/2012    25.250
LEHMAN BROS HLDG       6.000   2/12/2018    23.500
LEHMAN BROS HLDG       6.200   9/26/2014    25.000
LEHMAN BROS HLDG       7.000   6/26/2015    23.625
LEHMAN BROS HLDG       7.000  12/18/2015    22.180
LEHMAN BROS HLDG       8.050   1/15/2019    21.000
LEHMAN BROS HLDG       8.400   2/22/2023    22.087
LEHMAN BROS HLDG       8.500    8/1/2015    23.750
LEHMAN BROS HLDG       8.500   6/15/2022    23.750
LEHMAN BROS HLDG       8.750  12/21/2021    21.700
LEHMAN BROS HLDG       8.800    3/1/2015    23.125
LEHMAN BROS HLDG       8.920   2/16/2017    24.375
LEHMAN BROS HLDG       9.000  12/28/2022    21.750
LEHMAN BROS HLDG       9.000    3/7/2023    22.125
LEHMAN BROS HLDG       9.500  12/28/2022    23.500
LEHMAN BROS HLDG       9.500   1/30/2023    22.750
LEHMAN BROS HLDG       9.500   2/27/2023    23.500
LEHMAN BROS HLDG      10.000   3/13/2023    22.500
LEHMAN BROS HLDG      10.375   5/24/2024    22.000
LEHMAN BROS HLDG      11.000   6/22/2022    23.500
LEHMAN BROS HLDG      11.000   7/18/2022    22.750
LEHMAN BROS HLDG      11.000   8/29/2022    20.000
LEHMAN BROS HLDG      11.000   3/17/2028    23.100
LEHMAN BROS HLDG      11.500   9/26/2022    23.500
LEHMAN BROS HLDG      18.000   7/14/2023    25.750
LEHMAN BROS INC        7.500    8/1/2026    14.000
LIFEPT VILGE           8.500   3/19/2013    49.500
MAJESTIC STAR          9.750   1/15/2011     4.000
MANNKIND CORP          3.750  12/15/2013    53.000
MF GLOBAL LTD          9.000   6/20/2038    31.625
MOHEGAN TRIBAL         6.125   2/15/2013    68.400
MOHEGAN TRIBAL         7.125   8/15/2014    51.000
MOHEGAN TRIBAL         7.125   8/15/2014    45.500
MOHEGAN TRIBAL         8.000    4/1/2012    70.000
NEBRASKA BOOK CO      10.000   12/1/2011    86.000
NGC CORP CAP TR        8.316    6/1/2027    21.500
PENSON WORLDWIDE       8.000    6/1/2014    41.667
PMI CAPITAL I          8.309    2/1/2027     9.000
PMI GROUP INC          6.000   9/15/2016    23.300
RADIAN GROUP           5.625   2/15/2013    66.750
REAL MEX RESTAUR      14.000    1/1/2013    44.000
RESIDENTIAL CAP        8.500    6/1/2012    84.750
RESIDENTIAL CAP        8.500   4/17/2013    89.000
RESIDENTIAL CAP        8.875   6/30/2015    45.875
RESTAURANT CO         10.000   10/1/2013    20.000
RYERSON TULL INC       8.250  12/15/2011    98.000
TEXAS COMP/TCEH       10.250   11/1/2015    36.125
TEXAS COMP/TCEH       10.250   11/1/2015    35.000
TEXAS COMP/TCEH       10.250   11/1/2015    39.000
THORNBURG MTG          8.000   5/15/2013     8.133
TIMES MIRROR CO        7.250    3/1/2013    38.250
TOUSA INC              9.000    7/1/2010    22.375
TRAVELPORT LLC        11.875    9/1/2016    36.250
TRAVELPORT LLC        11.875    9/1/2016    36.700
TRIBUNE CO             5.250   8/15/2015    36.250
TRICO MARINE           3.000   1/15/2027     1.500
TRICO MARINE SER       8.125    2/1/2013     7.000
VIRGIN RIVER CAS       9.000   1/15/2012    51.000
WCI COMMUNITIES        4.000    8/5/2023     1.570
WILLIAM LYON INC       7.500   2/15/2014    29.000
WILLIAM LYON INC      10.750    4/1/2013    30.000
WILLIAM LYONS          7.625  12/15/2012    30.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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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