TCR_Public/111125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 25, 2011, Vol. 15, No. 327

                            Headlines

3POWER ENERGY: Incurs $1.4 Million Net Loss in Third Quarter
300 SYLVAN: Case Summary & Largest Unsecured Creditor
315 UNION: Reorganization Case Converted to Chapter 7 Liquidation
ACTUANT CORP: S&P Affirms 'BB' Corporate; Outlook Now Positive
AGFEED INDUSTRIES: Non-Compliant With NASDAQ After Late 10-Q

ALERE INC: S&P Assigns 'BB-' Rating to Proposed $200-Mil. Loan
ALLIED HEALTH: Founder Gets 16 Years for $87 Million Fraud
ALLIED IRISH: To Sell AIB Investment Managers to Prescient
AMBAC FINANCIAL: Plan Voting Date Extended for IRS Settlement
AMBAC FINANCIAL: Rehabilitator Proposes to Proceed With AFG Deals

AMBAC FINANCIAL: Objects to DEPFA Bank's $2-Billion Claim
APPLE HOLDINGS: Chapter 11 Case was Dismissed in September
AR BROADCASTING: Licensing Applies for DIP Status for 4 Stations
ASCEND LEARNING: Moody's Affirms 'B2' Corporate Family Rating
AVIS BUDGET: Moody's Reviews 'Ba1' Rating on Class A Notes

AVSTAR AVIATION: Issues $90,000 Promissory Note to Henry Schulle
BEAR MOUNTAIN: Taps Berreth Lochmiller for Accounting Services
BEHRINGER HARVARD: Posts $24.6-Mil. 3rd Quarter Net Loss
BERNARD L. MADOFF: Trustee Negotiates $326 Million Refund From IRS
BERNARD L. MADOFF: Trustee Fights to Keep Suit Against Madoff Sons

BERNARD L. MADOFF: SEC Charges Employee With Creating Fake Trades
BERNARD L. MADOFF: Trustee Reaches $326MM Settlement With IRS
BILOXI RADIATION: Voluntary Chapter 11 Case Summary
BIOZONE PHARMACEUTICALS: Incurs $2.5 Million Net Loss in Q3
BLAST ENERGY: Posts $702,000 Net Loss in Third Quarter

BRIGHTSTAR CORP: S&P Affirms 'BB-' Corporate Credit Rating
BURLINGTON COAT: S&P Retains 'B-' Corporate Credit Rating
CALIFORNIA STATEWIDE: S&P Cuts Rating on Refunding Bonds to BB-
CAPSALUS CORP: Incurs $287,000 Net Loss in Third Quarter
CAROLINA INTERNET: 10th Circuit Reverses Itself, Joins Others

CDC CORP: Deloitte Resigns as Software Unit's Independent Auditor
CDC PROPERTIES: Has No Equity in Properties, Wants Case Dismissal
CDC SOFTWARE: Gets NASDAQ Delisting Notice, to Request Hearing
CENTENNIAL PARK: Bank Lender Entitled to Default Interest Rate
CENTRAL FEDERAL: Sets Dec. 9 as Rights Offering Record Date

CHAIT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
CHUN C: Voluntary Chapter 11 Case Summary
CHEF SOLUTIONS: Sale to Mistral, Reser's Approved
CHEF SOLUTIONS: Court OKs Mesirow as Committee's Financial Advisor
CHEF SOLUTIONS: Polsinelli Shughart OK'd as Committee's Co-Counsel

CHEYENNE HOTELS: Seeks to Employ Meili Sikora as Accountant
CHRYSLER LLC: Dist. Court Upholds Dismissal of Suit v. Daimler
CINTEL CORP: Incurs $671,000 Net Loss in Third Quarter
CIRCUS AND ELDORADO: Posts $844,000 Net Loss in Third Quarter
CLEARWIRE CORP: Cut by S&P to 'CCC' as $237MM Payment Looms

CLIVER DEVELOPMENT: Taps Slifer Smith Market Arrowhead Property
COMANCHE COUNTY: S&P Withdraws B Rating on Gen. Obligation Bonds
COMMERCE CENTER: Case Summary & 6 Largest Unsecured Creditors
COMMERCIAL METALS: S&P Lowers Corporate Credit Rating to 'BB+'
COMMUNITY FIRST: Posts $3.8 Million Net Loss in Third Quarter

CONOLOG CORP: Incurs $4.3 Million Net Loss in Fiscal 2011
CROWN AMERICAS: Moody's Affirms 'Ba2' CFR; Outlook Positive
D.C. DEVELOPMENT: U.S. Trustee Appoints 4-Member Creditors' Panel
DECOR PRODUCTS: Posts $422,000 Net Income in Third Quarter
DEHLER MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors

DELPHI AUTOMOTIVE: S&P Assigns 'BB' Corporate Credit Rating
DETROIT, MI: Mayor Lays Out Plan to Save City from Insolvency
DEVORE STOP: Calif. App. Ct. Affirms Ruling in Suit v. Law Firm
DLH MASTER: Court Approves Amended Plan & $2MM Exit Financing
DORAL PROPERTIES: Moody's Cuts Ratings on Sr. Sec. Bonds to Caa1

DPL INC: S&P Lowers Rating on Preferred Stock to 'BB'
DRUMMOND CO: S&P Lifts Corp. Credit Rating to BB; Outlook Stable
DTF CORPORATION: Voluntary Chapter 11 Case Summary
DUTCH GOLD: Incurs $1.7 Million Net Loss in Third Quarter
DYNEGY INC: Resources Capital Wants Ch. 11 Cases Dismissed

DYNEGY INC: Resources Capital Joins in Plea for Examiner
DYNEGY INC: Debtors Propose White & Case for Lease Rejections
DYNEGY INC: Proposes to Tap FTI Consulting as Advisor
DYNEGY INC: Debtors Win Nod for Epiq as Administrative Agent
DYNEGY INC: Board Terminates Stockholder Protection Rights Plan

EASTSIDE FELLOWSHIP: Case Summary & 3 Largest Unsecured Creditors
ELEPHANT & CASTLE: Original Joe's Signs Deal to Buy Firm
EPAZZ INC: Buys All Assets of K9 Bytes for $205,000
EQUINIX INC: Moody's Says Ba3 CFR Unaffected by Share Repurchase
EVERGREEN SOLAR: Wants Exclusivity Extended Until May 14

EVERGREEN SOLAR: Seeks March Deadline to File Chapter 11 Plan
FILENE'S BASEMENT: Court Enters Order Restricting Trading in Stock
FRANCISCAN COMMUNITIES: Case Summary & Creditors List
FRIENDLY ICE CREAM: Files Schedules of Assets and Liabilities
FULLCIRCLE REGISTRY: Posts $205,000 Net Loss in Third Quarter

FURNITURE BY THURSTON: Case Summary & 20 Largest Unsec. Creditors
G&M FAMILY: Case Summary & 4 Largest Unsecured Creditors
GAME TRADING: Incurs $1.01-Mil. Net Loss in Third Quarter
GLEN ROSE: Reports $8.6 Million Net Income in Sept. 30 Quarter
GOM TANG: Files Schedules of Assets and Liabilities

GOW MING CHAO: Neophyte Lawyer Blamed for Chapter 7 Conversion
GRAHAM SLAM: Section 341(a) Meeting Set for Dec. 14
GREEN ENERGY MANAGEMENT: Posts $769,600 Net Loss in Q3 2011
GREENHUNTER ENERGY: Receives Non-Compliance Letter From NYSE Amex
GREENWICH SENTRY: Confirmation Hearing Continued Until Dec. 22

HARMAN INTERNATIONAL: S&P Raises Corp. Credit Rating to 'BB+'
HARBORVIEW PLAZA: Case Summary & 7 Largest Unsecured Creditors
HARRISBURG, PA: Judge Dismisses Chapter 9 Bankruptcy Case
HASCO MEDICAL: Reports $91,400 Net Income in Third Quarter
HAWAIIAN TELCOM: Cartus Cleared From Avoidance Suit

HEADWATERS INC: S&P Affirms 'B' Corporate Credit Rating
HEALTH CARE: S&P Affirms 'BB' Preferred Stock Rating
HEADWATERS INC: S&P Affirms 'B' Corporate Credit Rating
HERMANOS TORRES: Court Okays Plan, Junks Peerless Conversion Bid
IDO SECURITY: Incurs $1.7 Million Net Loss in Third Quarter

IMEDICOR INC: CFO Sick, Delays Form 10-Q for 3rd Quarter
IMUA BLUEHENS: Exclusivity Extensions Hearing Continued to Nov. 30
INFINITY ENERGY: Incurs $871,000 Net Loss in Third Quarter
INTEGRATED BIOPHARMA: Posts $363,000 Profit in Sept 30 Qtr.
INTEGRATED FREIGHT: Incurs $1.4 Million Fiscal Q2 Net Loss

INTERMETRO COMMUNICATIONS: Reports $541,000 Net Income in Q3 2011
INTERNAL FIXATION: Incurs $569,000 Net Loss in Third Quarter
INTERNATIONAL ENERGY: U.S. Trustee Wants Plan Outline Disapproved
JAY PUTNAM: Court Confirms Plan That Modifies Chase's Rights
J.C. EVANS: First State Wants Case Dismissed or Converted to Ch. 7

J.H. INVESTMENT: Deficiency Claim Waived If Box Unchecked
JEFFERSON COUNTY, AL: Rulings Not Until December, Judge Says
JMD ADVISORS: Case Summary & 2 Largest Unsecured Creditors
JH INVESTMENT: IRS Unsecured Claim Not Valid, 11th Cir. Says
KLN STEEL: Files for Chapter 11 Bankruptcy Protection

KLN STEEL: Case Summary & 20 Largest Unsecured Creditors
KROUSE RANCH: Creditors to Gain Control of Assets in Global Accord
LAST MILE: Files Schedules of Assets and Liabilities
LAZYLOT DAIRY: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Credit Agricole Wants Plan Confirmation Denied

LEHMAN BROTHERS: Govt. Lawyer Questions Board Selection Committee
LEHMAN BROTHERS: Proposes Settlement of $7.7-Bil. SASCO Suit
LEHMAN BROTHERS: Wants to Monetize Equity Interests In Neuberger
LEHMAN BROTHERS: Wins Nod of Deal to Abandon Claim in UPM Funds
LEHMAN BROTHERS: Dist. Court Junks Anew Retirees' Suit vs. Execs

LEHMAN BROTHERS: Claims Trading Declines as Confirmation Nears
LENNAR CORP: Moody's Assigns 'B3' Rating to Senior Note Offering
LENNAR CORP: S&P Assigns 'B+' Rating to $300-Mil. Senior Notes
LEVELLAND/HOCKLEY COUNTY: Committee Wants Ruling on GE's Lien
LIBERTY STATE: Case Summary & 4 Largest Unsecured Creditors

LIFECARE HOLDINGS: S&P Gives Negative Outlook on Debt Burden
LOS ANGELES DODGERS: SAC Capital in Talks to Bid for Club
LSP BATESVILLE: S&P Affirms 'CC' Rating on Senior Secured Bonds
MAGNOLIA FARM: Case Summary & 20 Largest Unsecured Creditors
MAJESTIC STAR: Creditors Sue to Reclaim Cash From CEO's Estate

MARCREA DEVELOPMENT: Voluntary Chapter 11 Case Summary
MAYSVILLE: Amends Disclosure Statement for the Second Time
MEDIMEDIA USA: Moody's Assigns 'B2' Rating to Extended Revolver
MF GLOBAL: Faruqi & Faruqi Investing Securities Fraud
MINERS OIL: Case Summary & 20 Largest Unsecured Creditors

MISTER BEE: Case Summary & 20 Largest Unsecured Creditors
MONTANA ELECTRIC: Section 341(a) Meeting Set for Dec. 2
MRA PELICAN: Files Schedules of Assets and Liabilities
NATIVE WHOLESALE: Voluntary Chapter 11 Case Summary
NEPHROS INC: Posts $413,000 Net Loss in 2011 Third Quarter

NETFLIX: Moody's Says Ba2 CFR Unaffected by New Notes Issuance
NEVADA FIRST: Hires Tonkon Torp as Bankruptcy Counsel
NEW LIFE: Case Summary & 20 Largest Unsecured Creditors
NEWPAGE CORP: Court Approves Lazard Freres as Financial Advisor
NEXSTAR BROADCASTING: S&P Keeps 'B' Corp. Credit Rating on Watch

NEXT GENERATION: Incurs $192,000 Third Quarter Net Loss
NORBORD INC: S&P Affirms Corporate Credit Rating at 'BB-'
NORTHERN BERKSHIRE: Has Access to Wells Fargo's Cash Collateral
OPTIMA SPECIALTY: S&P Assigns Prelim. 'B' Corp. Credit Rating
OTTILIO PROPERTIES: Court Approves Weichert Commercial as Realtor

OXYSURE SYSTEMS: Incurs $361,000 Net Loss in Third Quarter
PARC AT ROGERS: Wants to Use Metropolitan National Bank's Cash
PARC AT ROGERS: Taps Quilling Selander as Bankruptcy Counsel
PARC AT ROGERS: Sec. 341 Creditors' Meeting Set for Dec. 6
PARMALAT SPA: Court Reaffirms Dismissal Of Grant Thornton Cases

PECAN SQUARE: Voluntary Chapter 11 Case Summary
PEGASUS RURAL: Xanadoo Increases Loan to Subsidiaries to $3MM
PENINSULA HOSPITAL: Court Okays Arent Fox as Committee's Counsel
PENINSULA HOSPITAL: Seeks to Employ BDO USA as Auditors
PETSMART INC: S&P Raises Corporate Credit Rating to 'BB+'

PETTERS COMPANY: Wins Approval to Hire Frederick Feldkamp
PHI GROUP: Incurs $128,578 Net Loss in Sept. 30 Quarter
PHILADELPHIA ORCHESTRA: Court Approves Grant Thornton as Advisor
POWER BALANCE: Disputes TMZ Report on Settlement, Closure
PRAISE & GLORY: Case Summary & Largest Unsecured Creditor

PREFERRED SANDS: S&P Assigns Prelim. 'B+' Corp. Credit Rating
PROTEONOMIX INC: Enters Into Research Pact with Miami University
QUALCON CONSTRUCTION: Case Summary & Creditors List
QUALTEQ INC: Committee Can Hire Eisneramper as Financial Advisor
QUALTEQ INC: Committee Can Hire Lowenstein as Counsel

QUINCY MEDICAL: Judge Approves Chapter 11 Plan
RADIAN GROUP: Moody's Lowers Senior Debt Rating to 'Caa1'
RANCHER ENERGY: Posts $345,748 Net Loss in Sept. 30 Quarter
RAO'S HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
REOSTAR ENERGY: Amends Plan Outline Ahead of Dec. 12 Hearing

RES-CARE INC: S&P Affirms 'B+' Corporate Credit Rating
RIDGE PARK: Wants Court to Extend Plan Filing Deadline to Feb. 17
ROBINDALE INDUSTRIAL: Case Summary & 2 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Trustee Files Wave of Clawback Suits
RPM FINANCIAL: Research Analysts Lower Rating From "Buy" to "Hold"

RUDEN MCCLOSKY: Wants to Reject Consulting Deal With Altman Weil
SAND TECHNOLOGY: Incurs C$2.1 Million Net Loss in Fiscal 2011
SBARRO INC: S&P Assigns Prelim. 'B-' Corporate Credit Rating
SEABIRD EXPLORATION: Extends Grace Period Until Bondholders' Meet
SEA TRAIL: Bankruptcy Court Approves RE/MAX as Broker

SEA TRAIL: U.S. Trustee Appoints 3-Member Creditors' Panel
SEA TRAIL: Creditors' Panel Retains J.M. Cook, P.A as Counsel
SG & COMPANY: Bankr. Court Won't Hear Suit v. Deceased CEO's Trust
SIX FLAGS: Plans to Refinance Debt Load by Mid-December
SIX FLAGS: S&P Puts 'BB-' Corp. Credit Rating on Watch Positive

SKINNY NUTRITIONAL: Incurs $2.5 Million Net Loss in 3rd Quarter
SMART-TEK SOLUTIONS: Incurs $2.96-Mil. Loss in Third Quarter
SOLAR THIN: Hires RBSM LLP as New Accountants
SOLYNDRA LLC: Labor Dept. Approves Assistance for Laid Off Workers
SOLYNDRA LLC: Set to Sell Machinery as Backup Plan

SNOW AVIATION: To Be Liquidated Through Receiver?s On-Line Auction
SOPHIA LP: S&P Assigns Prelim. 'B' Corporate Credit Rating
SPORT CITY: Case Summary & 10 Largest Unsecured Creditors
STATION CASINOS: Plan Effective With Respect to Aliante Debtors
STATION CASINOS: Asks for Final Decree Closing Ch. 11 Cases

STATION CASINOS: Files Post-Confirmation Report for 2nd Quarter
STRATUS MEDIA: Incurs $4.3 Million Net Loss in Third Quarter
SUMMO INC: Bank Wants Court to Dismiss Chapter 11 Case
SUNRISE REAL ESTATE: Incurs $706,000 Net Loss in Third Quarter
SUNVALLEY SOLAR: Incurs $193,281 Net Loss in Third Quarter

SUPERMEDIA INC: Inks 2nd Amendment to JPMorgan Loan Agreement
SUPERMEDIA INC: Extends Debt Repurchase Offer to Nov. 29
TEAM NATION: Incurs $416,000 Net Loss in Third Quarter
TECHNEST HOLDINGS: Incurs $581,498 Net Loss in Sept. 30 Quarter
TOPS HOLDING: Moody's Upgrades CFR to B3; Outlook Stable

TOWNSEND CORP: Files Schedules of Assets and Liabilities
TOWNSEND CORP: Court Approves McQueen as Special Counsel
TRAILER BRIDGE: Inks DIP Credit Agreement for $15 Million Loan
TRAILER BRIDGE: Taps DLA Piper as Bankruptcy Counsel
TRANS-LUX CORPORATION: Gabelli Funds Owns 75.2% Equity Stake

TRIBUNE CO: Filed 3rd Amended Plan Ahead of This Week's Hearing
TRIBUNE CO: Proposes to Resolicit Votes on Third Amended Plan
TRIBUNE CO: Noteholders Seek Reconsideration of Plan Ruling
TUBE CITY: S&P Raises Corp. Credit Rating to BB-; Outlook Stable
TW TELECOM: Moody's Upgrades CFR to 'Ba3'; Outlook Stable

ULURU INC: Posts $1.0 Million Net Loss in Third Quarter
UNILAVA CORPORATION: Incurs $226,875 Net Loss in Third Quarter
UNLIMITED SUPPLY: Voluntary Chapter 11 Case Summary
UPSTREAM WORLDWIDE: Incurs $2.1 Million Net Loss in 3rd Quarter
VAUGHN GROUP: Case Summary & 20 Largest Unsecured Creditors

VIEW SYSTEMS: Incurs $16,965 Net Loss in Third Quarter
VITRO SAB: File Brief on Involuntary Appeal
VITRO SAB: Lawmakers Ask Clinton to Stop "Chilling Effect"
VUZIX CORP: Incurs $920,553 Net Loss in Third Quarter
VYCOR MEDICAL: Incurs $1.1 Million Third Quarter Net Loss

WASHINGTON MUTUAL: Wins Court Okay to Terminate Certain Policies
WASTEQUIP INC: S&P Raises Corporate Credit Rating to 'CC'
WAXESS HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter
WEST PENN: Moody's Lowers Bond Rating to 'Caa1'
WESTWAYS STAFFING: Case Summary & 20 Largest Unsecured Creditors

WINGATE AIRPORT: To Present Plan for Confirmation on Tuesday
WIZZARD SOFTWARE: Posts $473,100 Net Loss in Third Quarter
WORLD SURVEILLANCE: Incurs $228,523 Net Loss in Third Quarter
W.R. GRACE: Files Post-Confirmation Report for 3rd Quarter
W.R. GRACE: Wins Nod to Sell Vermiculate Assets for $10 Million

W.R. GRACE: Wins Approval to Merge Into Grace-Conn. 46 Affiliates
WWA GROUP: Files Restated Form 10-K for 2010
WWA GROUP: Reports $23,407 Net Income in Third Quarter
WYNN RESORTS: Moody's Comments on Rating Upgrade
Z TRIM HOLDINGS: Incurs $54,000 Net Loss in Third Quarter

ZALE CORP: Incurs $31.8 Million Net Loss in Oct. 31 Quarter
ZBB ENERGY: Posts $1.7 Million Net Loss in Sept. 30 Quarter
ZOO ENTERTAINMENT: Incurs $4.1 Million Net Loss in Third Quarter

* 8th Circuit States Rules for Voiding Judicial Liens

* BOOK REVIEW: Corporate Debt Capacity



                            *********



3POWER ENERGY: Incurs $1.4 Million Net Loss in Third Quarter
------------------------------------------------------------
3Power Energy Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.45 million on $14,391 of sales for the three months
ended Sept. 30, 2011, compared with net income of $357,825 on
$936,447 of sales for the same period a year ago.

The Company also reported a net loss of $2.64 million on $491,092
of sales for the six months ended Sept. 30, 2011, compared with
net income of $341,201 on $3.55 million of sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.50 million in total assets, $5.72 million in total liabilities,
all current, and a $1.21 million total shareholders' deficiency.

"The Company has incurred a net loss of $2,643,644 for the six
months ended September 30, 2011 and has a shareholders' deficiency
of $1,217,328 at September 30, 2011.  The ability of the Company
to continue as a going concern is dependent upon, among other
things, its successful execution of its plan of operations and
ability to raise additional financing or capital.  There is no
guarantee that the Company will be able to raise additional
financing or capital or sell any of services or products at a
profit.  These factors, among others, raise substantial doubt
regarding the Company's ability to continue as a going concern,"
the Company said in its Form 10-Q.

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

                        http://is.gd/maTrPA

                        About 3Power Energy

3Power Energy Group Inc. was incorporated in Nevada in December
2002.  On March 30, 2011, the Company changed its name from Prime
Sun Power Inc. to 3Power Energy and increased its authorized share
capital to 300,000,000 shares.  The Company plans to pursue a
business model producing renewable generated electrical power and
other alternative energies.

On May 13, 2011, the Company entered into a Stock Purchase
Agreement with Seawind Energy Limited and its subsidiaries,
pursuant to which the Company acquired 100% of the issued and
outstanding common stock of Seawind Energy, in exchange for the
issuance of 40,000,000 restricted shares of the Company's common
stock.  The acquisition was accounted for as a reverse merger and,
accordingly, the Company is the legal survivor and Seawind Energy
is the accounting survivor.


300 SYLVAN: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: 300 Sylvan Avenue, LLC
        c/o Eric R Perkins, Esq.
        McElroy Deutsch Mulvaney & Carpenter LLP
        40 W Ridgewood Ave
        Ridgewood, NJ 07450

Bankruptcy Case No.: 11-43619

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Eric R. Perkins, Esq.
                  MCELROY, DEUTSCH, MULVANEY & CARPENTER
                  40 West Ridgewood Ave
                  Ridgewood, NJ 07450
                  Tel: (201) 445-6722
                  Fax: (201) 445-5376
                  E-mail: eperkins@mdmc-law.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
------                   ---------------        ------------
Chris Anderson Roofing &                         $250,000
Erecting, Inc.
c/o Peluso, Castelluci &
Weintraub
740 Broad Street
Shrewsbury, NJ 07702

The petition was signed by Anthony Classi, managing member.

Affiliates that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Nicholas Elian and
Martha Miqueo-Elian                    10-49482   12/22/10


315 UNION: Reorganization Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
converted the Chapter 11 cases of 315 Union Street Holdings, LLC,
and Union Street Plaza Operations, LLC, to that under the Chapter
7 of the Bankruptcy Code.

Robert H. Waldschmidt, the Chapter 11 trustee, requested for the
conversion of the Debtors' cases.

                  About 315 Union Street Holdings

315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 10-13106) on Dec. 3, 2010.
According to its schedules, the Debtor had $13,162,646 in total
assets and $25,484,852 in total debts as of the Petition Date.
Steven L. Lefkovitz, Esq., of Lefkovitz & Lefkovitz, serves as
bankruptcy counsel to the Debtor.

Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo
Nashville-Downtown, also based in Mount Juliet, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the
same day.  Mr. Lefkovitz serves as counsel to the Debtor.  In its
petition, the Debtor scheduled assets of $1,021,971 and debts of
$17,696,245.

Bankruptcy Judge Keith M. Lundin approved the appointment of
Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter
11 trustee to oversee the bankruptcy estate of Union Street Plaza,
effective Dec. 16, 2010.  Branch Banking and Trust Company, a
secured creditor, requested for a Chapter 11 trustee, citing that
the appointment will prevent further loss to the estate.


ACTUANT CORP: S&P Affirms 'BB' Corporate; Outlook Now Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Milwaukee, Wis.-based Actuant Corp., including the 'BB' corporate
credit rating. At the same time, Standard & Poor's revised the
outlook to positive from stable.

"The outlook revision to positive reflects the potential for a
rating upgrade over the next 12 months if Actuant's operating
performance continues to improve and its financial policies remain
consistent with management's stated financial leverage
objectives," said Standard & Poor's credit analyst Gregoire
Buet. "We believe these factors could allow the company to
maintain credit measures appropriate for a rating one notch higher
while retaining some additional debt capacity for acquisitions."

The ratings on Actuant Corp. reflect Standard & Poor's expectation
that still-increasing, though moderating, demand in the company's
global industrial markets will benefit operating performance in
2012 and that disciplined financial policies will continue to
support credit measures.

"We expect Actuant will continue to grow through acquisitions,"
Mr. Buet said. "Still, the company has maintained credit measures
that are better than our expectations for the current rating, in
part thanks to a financial policy of maintaining moderate leverage
and steady free cash flow generation."

Standard & Poor's views the company's business risk profile as
"fair" and its financial risk profile as "significant."

Actuant is a diversified manufacturer of branded industrial
products and systems. It produces standard and customized products
for various niche energy, industrial, automotive and truck, and
electrical end markets. Its portfolio includes highly engineered
and specialized products such as high-force hydraulic industrial
tools and joint-integrity products, as well as actuation systems
for truck and automotive convertible tops -- all of which earn
attractive margins. Lower-margin products include electrical tools
for certain retail or original equipment manufacturers (OEMs).


AGFEED INDUSTRIES: Non-Compliant With NASDAQ After Late 10-Q
------------------------------------------------------------
AgFeed Industries, Inc. has received notice from The NASDAQ Stock
Market that, because the Company has not yet filed its Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2011 with the
Securities and Exchange Commission, the Company no longer complies
with the continued listing requirements under Nasdaq Marketplace
Rule 5250(c)(1).

As previously reported by the Company in its Notification of Late
Filing on Form 12b-25, filed with the Commission on Nov. 10, 2011,
the Company was unable to file the 10-Q within the prescribed
period due to the ongoing investigation of the special committee
of the board of directors.  As previously disclosed, on Sept. 29,
2011, the Company announced that its board of directors appointed
the Special Committee to investigate the accounting relating to
certain of the Chinese farm assets (acquired during 2007 and 2008)
used in the Company's Chinese hog production business, the
validity and collectability of certain of the Company's accounts
receivable relating to its Chinese animal nutrition business, and
any other issues that may arise during the course of its
investigation.  The Special Committee engaged the law firm of
Latham & Watkins to serve as its independent counsel in connection
with the Investigation, and L&W retained the forensic accounting
firm of FTI Consulting to serve as its forensic accounting
advisor.  The Special Committee has not completed the
Investigation or arrived at any final conclusions. The Special
Committee is continuing its investigation, and no assurance can be
provided as to when the Investigation will be completed.

The Company is required to submit a plan to regain compliance with
Nasdaq's requirements for continued listing, and, under the
discretionary authority under Nasdaq Marketplace Rule 5101, in
order to expedite the review process, Nasdaq is requiring that the
plan must be submitted no later than Dec. 19, 2011.  If Nasdaq
accepts the plan submitted by the Company, Nasdaq can grant an
exception of up to 180 calendar days from the due date of the 10-Q
to regain compliance.  The Company intends to submit to Nasdaq, on
or before Dec. 19, 2011, a plan to regain compliance with Nasdaq's
requirements for continued listing.  There can be no assurance
that the Company will successfully regain compliance with such
requirements.

If Nasdaq does not accept the Company's plan, Nasdaq will provide
notice that the Company's common stock will be subject to
delisting.  The Company would have the right to appeal a
determination to delist its common stock, and the common stock
would remain listed on the Nasdaq Global Select Market until the
completion of the appeal process.

The Company intends to submit the 10-Q as soon as practicable
after the completion of the Investigation by the Special
Committee.

                     About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries is an international
agribusiness with operations in the U.S. and China.  AgFeed has
two business lines: animal nutrition in premix, concentrates and
complete feeds and hog production. In the U.S., AgFeed's hog
production unit, M2P2, is a market leader in setting new standards
for production efficiency and productivity.  AgFeed believes the
transfer of these processes, procedures and techniques will allow
its new Western-style Chinese hog production units to set new
standards for production in China. China is the world's largest
pork market consuming 50% of global production and over 62% of
total protein consumed in China is pork.  Hog production in China
currently enjoys income tax free status.


ALERE INC: S&P Assigns 'BB-' Rating to Proposed $200-Mil. Loan
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Waltham, Mass.-based Alere
Inc.'s proposed $200 million incremental term loan B; the same as
the ratings on Alere's existing $2.1 billion senior secured credit
facility. The incremental term loan will mature on June 30, 2017
and will have the same terms and conditions as the existing senior
secured credit facility.

The company will use the proceeds to repay $150 million of
borrowings from its revolving credit facility, fund cash to the
balance sheet, and pay transaction fees and expenses. As of Sept.
30, 2011, adjusted debt leverage was 6.3x; this financing is
relatively neutral to credit metrics. "Our ratings expectation is
that adjusted debt leverage will decline to below 5x over the next
year, consistent with what we consider to be Alere's aggressive
financial risk profile. We expect recent acquisitions to increase
EBITDA by about 10%," S&P said.

The speculative-grade ratings on Alere Inc. reflect the company's
aggressive financial risk profile, active acquisition strategy,
and the uncertain prospects for the health management business due
to sluggishness in the economy. The strong growth of the
professional diagnostics business over a broad portfolio partly
offsets these risks.

"Historically, the company has been very acquisitive. However, it
has slowed down the pace of acquisition activity; in 2007, Alere
made acquisitions of $2 billion, compared with about $500 million
this year, including the acquisition of Axis-Shield. While we
expect the company to continue to conduct acquisitions, we expect
that they will be smaller, as the company increases its efforts to
stabilize leverage and gradually shifts focus toward internal
growth," S&P said.

Ratings List

Alere Inc.
Corporate Credit Rating           B+/Stable/--

New Rating

Alere Inc.
Senior Secured
  $200 mil term loan B due 2017    BB-
   Recovery Rating                 2


ALLIED HEALTH: Founder Gets 16 Years for $87 Million Fraud
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Allied Health Care
Services Inc.'s founder was sentenced Tuesday in New Jersey to
more than 16 years in prison for orchestrating a fictitious lease
scheme that defrauded more than 50 financial institutions out of
$87 million.

Law360 relates that Charles K. Schwartz received 195 months in
prison followed by three years of supervised release. He also must
pay $80 million in restitution and $75 million in forfeitures,
according to a spokeswoman for the U.S. Attorney's Office for the
District of New Jersey.

As reported in the Troubled Company Reporter on April 15, 2011,
Mr. Schwartz admitted to organizing and executing a $135 million
phony lease scheme.  Mr. Schwartz, 57, of Sparta, N.J., pleaded
guilty before U.S. District Judge Susan D. Wigenton to one count
of mail fraud.  Mr. Schwartz was previously charged by complaint
and arrested by special agents of the FBI on Sept. 2, 2010.  He
has been in federal custody since that time.

From at least 2002 through July 2010, Mr. Schwartz, through
Allied, convinced financial institutions to pay more than $135
million by telling them that the money would be used to lease
valuable medical equipment. In reality, the purported medical
equipment supplier did not provide Mr. Schwartz and Allied with
any equipment during that time.  Instead, the "supplier" created
phony invoices which appeared to reflect legitimate transactions.

As part of the scheme, Mr. Schwartz approached various financial
institutions and informed them that Allied needed to lease
particular medical equipment. Using the phony invoices from the
"supplier," Mr. Schwartz convinced the financial institutions to
enter into leasing arrangements. Pursuant to these arrangements,
the financial institutions purchased the medical equipment --
which they immediately leased to Mr. Schwartz and Allied -- and
sent payment for the medical equipment to the purported supplier.
The "supplier" then sent the money received from the financial
institutions (minus his 3-5% payment) to an entity created by Mr.
Schwartz to facilitate the fraud.

In addition to spending millions of dollars on properties in New
Jersey and New York, including a horse farm, Mr. Schwartz used the
money in Ponzi-scheme fashion to repay earlier bank loans that
were a part of the scheme.


ALLIED IRISH: To Sell AIB Investment Managers to Prescient
----------------------------------------------------------
Allied Irish Banks, p.l.c., has signed an agreement to sell its
subsidiary, AIB Asset Management Holdings (Ireland) Limited,
including AIB Investment Managers Limited (AIBIM), to Prescient
Holdings (Pty) Limited for an undisclosed fee.

The acquisition is expected to be completed during the first
quarter of 2012.

Completion of the transaction is conditional upon obtaining
certain regulatory approvals.  The positive impact on AIB Group's
capital position as a result of the transaction is not material.

                   About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at June 30, 2011, showed
EUR126.87 billion in total assets, EUR120.01 billion in total
liabilities, and EUR6.86 billion in total shareholders' equity
including non-controlling interests.


AMBAC FINANCIAL: Plan Voting Date Extended for IRS Settlement
-------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended the deadline for voting to
accept or reject Ambac Financial Group, Inc.'s Second Amended
Plan of Reorganization to provide holders of claims with
additional time to review the terms of any proposed settlement
with the U.S. Department of Treasury, Internal Revenue Service.

On behalf of the Debtor, Peter A. Ivanick, Esq., at Dewey &
LeBoeuf LLP, in New York, reminded Judge Chapman that substantial
progress has been made toward achieving a framework for
settlement of the claims of the IRS against the Debtor and the
Debtor's adversary proceeding against the IRS.  The parties hoped
that a framework for settlement would be agreed to and that the
U.S. Attorney's Office for the Southern District of New York
would be in a position to recommend the settlement for approval
to the IRS and the U.S. Department of Justice, Tax Division, at
the time the parties next report to the Bankruptcy Court, he
related.

Mr. Ivanick disclosed that the Debtor intends to submit to the
Justice Department a proposal to settle the dispute, which
includes terms that the Debtor believes will be acceptable to the
U.S. Government.  The terms of any final settlement would require
the approval of the Office of the Commissioner of Insurance for
the State of Wisconsin, the IRS, the Justice Department, the
Joint Committee on Taxation, the Circuit Court of Dane County, in
Wisconsin, and the boards of directors of the Debtor and Ambac
Assurance Corporation, he said.  In addition, the terms of any
final settlement would need to be approved by the Bankruptcy
Court.

Mr. Ivanick insisted that an extension would enable holders of
claims wishing to change their vote with respect to the Plan
after reviewing the terms of any proposed settlement with the IRS
prior to the expiration of the Voting Deadline on
November 23, 2011.

Accordingly, Judge Chapman extended the deadline by which holders
of claims entitled to vote on the Plan through January 4, 2012.

In connection, Judge Chapman rescheduled the hearing to consider
confirmation of the Plan to January 19, 2012.  The confirmation
hearing was previously scheduled for December 8.

The deadline to object to confirmation of the Plan has been
extended from November 23, 2011, to December 30, 2011.

The Debtor's deadline for filing an omnibus reply to objections
to confirmation of the Plan is moved from December 2, 2011, to
January 13, 2012.

The Debtor's Voting Agent will provide additional Noteholder
Ballots or General Ballots, as applicable, upon request from any
holder of Class 3 General Unsecured Claims, Class 4 Senior Notes
Claims, or Class 5 Subordinated Notes Claims, so that, among
others, any holders may change their vote with respect to the
Plan.

                        Plan Objections

Thomas W. Barrett opposes confirmation of the Second Amended Plan
of Reorganization filed by Ambac Financial Group, Inc., alleging
that the Plan will wipe out all common stockholders.  Mr. Barrett
insists that the Company is not financially bankrupt.  The Debtor,
he points out, has plenty of assets as evidenced in a filing with
the Court stating that it has enough cash on hand to remain
soluble for the next three to five years.  Moreover, the Debtor
should recover billions of dollars from lawsuits filed against the
banks that had them insure all those toxic mortgage, he adds.  AFG
will also reap a major benefit when much of the $6.3 billion loss
reserves they set up on its books do not have to be used, he
asserts.  Mr. Barrett thus asks the Bankruptcy Court to reject the
Plan until it includes common stockholders when the Debtor comes
out of bankruptcy.

Wanson Silva opposes confirmation of the Second Amended Plan of
Reorganization, arguing that Ambac Financial Group, Inc. filed
the Plan without any accompanying disclosure as to the value of
the assets to be reorganized.  Mr. Silva alleges that the Debtor
appears to be purposely giving away any remaining value of its
estate in order to be done quickly with its Chapter 11 case.

A pro se creditor named Mrs. Frederick Sam filed a supplemental
objection to confirmation of the Second Amended Plan of
Reorganization because it fails to comply with the Federal Rules
of Bankruptcy Procedure.  Mrs. Sam complains that there was no
notice given to shareholders regarding the Disclosure Statement
filed on September 21, 2011, or notice of time given to file
objections to the Disclosure Statement.  On September 30, 2011,
the Debtor filed another Disclosure Statement with a dramatically
different valuation than the First Amended Disclosure Statement,
she points out.

                      About Ambac Financial

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

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

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

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

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

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

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

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

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


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

In the event any obligations of AAC under the Mediation Agreement
become subject to the authority of the Circuit Court or any other
court of competent jurisdiction for purposes of any delinquency
proceeding of AAC or any of its assets or liabilities, the
obligations of AAC to (i) make payments to AFG for use of net
operating losses pursuant to the Amended and Restated Tax Sharing
Agreement; (ii) reimburse reasonable AFG operating expenses
pursuant to the Expense Sharing and Cost Allocation Agreement;
(iii) pay the cash grant described in the Mediation Agreement;
(iv) make all payments described in Section 2.1 of the Mediation
Agreement; and (v) make all payments described in the Mediation
Agreement, in each case, will be provided administrative expense
status in any delinquency proceeding, Judge Johnston ruled.

                      About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Objects to DEPFA Bank's $2-Billion Claim
---------------------------------------------------------
Ambac Financial Group, Inc. asks the bankruptcy court to disallow
Claim No. 2966 filed by Depfa Bank plc.

Depfa Bank is the alleged holder of bonds and debt securities
with initial notional amounts aggregating more than $2 billion
and which are the subject of financial guaranty insurance
policies by the Debtor's subsidiary, Ambac Assurance Corporation.

Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York,
asserts that based on a mere conclusory allegation that the
Debtor dominated and controlled AAC to the point that the Debtor
should be held responsible for AAC's debts, Depfa Bank has sought
to shift more than $2 billion in liabilities from AAC to the
Debtor.  In effect, Depfa Bank has alleged that the Debtor is the
alter ego of AAC or that grounds exist for piercing AAC's
corporate veil so as to make the Debtor responsible for AAC's
obligations.


However, Depfa Bank failed to plead even the minimal requirements
necessary under applicable non-bankruptcy law to plead a claim
for alter ego/piercing the corporate veil, let alone a claim
seeking damages exceeding $2 billion, Ms. Weiss argues.
Specifically:

  (a) Depfa Bank failed to allege that AAC is inadequately
      capitalized;

  (b) Depfa Bank failed to allege that AAC is insolvent;

  (c) Depfa Bank failed to allege that AAC failed to observe
      corporate formalities by failing to pay dividends, failing
      to maintain corporate records and failing to have properly
      functioning officers and directors;

  (d) Depfa Bank failed to allege that the Debtor siphoned funds
      from AAC; and

  (e) Depfa Bank failed to allege that AAC operated as a fa?ade
      for the Debtor.

Likewise, Depfa Bank failed to adequately plead its alter
ego/piercing the corporate veil claim under Wisconsin Law, Ms.
Weiss contends.  She asserts that Depfa Bank failed to allege
that the Debtor had "complete domination" of AAC's finances,
policies and business practices such that AAC had no separate
mind, will or existence of its own with respect to AAC's issuance
of financial guarantee insurance policies covering the notes held
by Depfa or, for that matter, with respect to any of AAC's
transactions.  Depfa Bank also failed to allege that the Debtor's
alleged "control and breach of duty" proximately caused any
"injury or unjust loss" to Depfa Bank, she insists.  Even if it
had adequately pled its claims, Depfa Bank cannot prove those
claims, she maintains.

"It is simply incredible that a financial institution of Depfa's
size and sophistication, represented by experienced legal
counsel, would seek to hold the Debtor liable for more than
$2 billion based upon allegations as thin as those contained
within the Claim," Ms. Weiss tells Judge Chapman.

The Court will consider the Debtor's request on December 13,
2011.  Objections are due no later than November 29.

                      About Ambac Financial

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

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

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

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

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

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

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

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

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


APPLE HOLDINGS: Chapter 11 Case was Dismissed in September
----------------------------------------------------------
According to Neena Satija at New Haven Independent, Apple Holdings
LLC's Chapter 11 petition was dismissed on Sept. 21, 2011.

The New Haven Independent reports that the bankruptcy filing was
done about two months after Apple Holdings was ordered to pay a
tenant $30,665.50 for damages after a section of Apple Holdings'
apartment collapsed.

The report notes the bankruptcy filing is Apple Holdings' second.
The first time was in August 2010, weeks before owner Michael
Steinbach and his partner Janet Dawson were served with nine
foreclosure judgments for failing to pay more than $1 million in
mortgages for those properties from First County Bank.  According
to the report, court records show that the first bankruptcy
attempt was eventually dismissed in early 2011 because, in trustee
Richard Coan's words, "it appears . . . this case was filed solely
to delay the vesting of title of several parcels of real estate
which were in foreclosure.  It appears there is no equity in any
of these parcels of real estate."

Hamden, Connecticut-based Apple Holdings LLC filed for Chapter 11
protection (Bankr. D. Conn. Case No. 11-31882) on July 17, 2011.
Judge Lorraine Murphy Weil presided over the case.  William E.
Carter, Esq., at Law Office of William E. Carter, represented the
Debtor.  The Debtor listed assets of $1,509,500 and liabilities of
$2,811,093.


AR BROADCASTING: Licensing Applies for DIP Status for 4 Stations
----------------------------------------------------------------
All Access reports that AR Licensing LLC has applied for debtor-
in-possession status for:

   -- Top 40 KCHZ (95.7 THE VIBE)/Ottawa, KS-Kansas City
   -- Urban AC KMJK (MAGIC 107.3)/North Kansas City, MO-Kansas
      City
   -- Sports KFNC (ESPN 97.5 THE TICKET)/Beaumont-Houston, and
   -- Triple A KHJK (103.7 FM)/La Porte-Houston.

Radio-Info.com reports that the so-called "first day" hearing in
the cases was held in Wilmington, Delaware bankruptcy court on
Nov. 18, 2011, and on Nov. 21, the court scheduling a Dec. 20
hearing to handle the next steps.

Radio-Info.com notes the senior lenders have already approved the
terms of the pre-packaged bankruptcy.  The stations are Houston-
area KFNC, Beaumont (97.5) and KHJK, La Porte (103.7).  And K.C.-
market KCHZ, Ottawa, KS (95.7) and KMJK, North Kansas City, MO
(107.3).  They will be transferred to Larry Patrick of Patrick
Communications as the trustee.
                       About AR Broadcasting

AR Broadcasting, LLC, and AR Licensing, LLC, sought bankruptcy
protection (Bankr. D. Del. Case No. 11-13674 to 11-13676) on Nov.
17, 2011.

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 350radio stations in 68 U.S. media markets.

Adam G. Landis, Esq., and Landon Ellis, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, serve as counsel to the
Debtors.  DLS Claims Administration, LLC, is the claims and notice
agent.


ASCEND LEARNING: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Ascend Learning, LLC's B2
corporate family and probability of default ratings and changed
the ratings outlook to negative from stable. Moody's also affirmed
the B1 ratings on the company's first lien revolving credit
facility and term loan, and the Caa1 rating on the second lien
term loan.

Ratings affirmed:

Corporate family rating at B2;

Probability of default rating at B2;

$40 million first lien senior secured revolving credit facility
due 2015 at B1 (LGD3, 40%). Point estimate revised from (LGD3,
38%);

$310 million (proposed upsized from $270 million) first lien
senior secured senior loan due 2016 at B1 (LGD3, 40%). Point
estimate revised from (LGD3, 38%);

$75 million second lien senior secured term loan due 2017 at Caa1
(LGD6, 91%). Point estimate revised from (LGD5, 89%).

RATINGS RATIONALE

The outlook revision was prompted by the company's aggressive
financial policy given the expanding pace of acquisitions and a
debt-funded dividend that was paid earlier this year (on top of
the one paid late in 2010). Ascend Learning announced a plan to
issue $40 million of add-on term loans, with proceeds being used
to fund two bolt-on acquisitions. Pro forma debt levels are higher
than Moody's originally anticipated when the B2 corporate family
rating was first assigned in November 2010. Assuming both
acquisitions are completed, the pro forma debt balance increases
to approximately $411 million from an actual level of $361 million
as of September 30, 2011 ($325 million when the rating was first
assigned). In addition, pro forma debt to EBITDA increases to well
over 7.0 times from an actual level of 6.7 times through the
twelve months ended September 30, 2011 (based on Moody's standard
analytical adjustments, excluding one-time charges, and assuming
no contribution from planned acquisitions). However, the rating is
supported by solid organic revenue growth over the last year and
Moody's opinion that Ascend will continue to grow revenues and
earnings such that credit metrics will improve over the next
twelve months.

The negative outlook reflects Moody's concern over the company's
rising debt levels and its ability to sustain significant levels
of revenue/earnings growth such that credit metrics are restored
to levels that are more consistent with the B2 ratings category.

The ratings could be downgraded if Ascend fails to reduce debt to
EBITDA to below 6.5 times or improve EBITDA less capex coverage of
interest expense to above 1.2 times over the next year. Further
dividend/acquisition activity that increase financial leverage
could also pressure the ratings.

Moody's could revise the ratings outlook to stable if Ascend
generates strong earnings growth such that debt to EBITDA is
sustainably reduced below 6.5 times. The ratings could be upgraded
if the company organically grows its scale and earnings such that
debt to EBITDA is sustained below 4.5 times and EBITDA less capex
coverage of interest expense above 2.0 times while generating free
cash flow to debt in the high single digits.

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

The principal methodology used in rating Ascend 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.

Headquartered in Sudbury, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields.


AVIS BUDGET: Moody's Reviews 'Ba1' Rating on Class A Notes
----------------------------------------------------------
Moody's has placed on review for possible upgrade select tranches
from 12 distinct series of rental car asset backed notes from
three different sponsors: Avis Budget Car Rental LLC (Avis
Budget), The Hertz Corporation (Hertz) and Dollar Thrifty
Automotive Group (DTAG). The rating actions are motivated
primarily by the strengthening credit profiles of Ford Motor
Company and General Motors Limited, specifically their recent
upgrades to Ba1 on October 27, 2011.

COMPLETE RATING ACTIONS:

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2010-4

Series 2010-4 Class B, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on Oct 28, 2010 Definitive Rating Assigned
Baa2 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2010-3

Series 2010-3 Class B, A2 (sf) Placed Under Review for Possible
Upgrade; previously on Jul 27, 2011 Confirmed at A2 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2010-5

Series 2010-5 Class B, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on Oct 28, 2010 Definitive Rating Assigned
Baa2 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2011-5

Series 2011-5 Class B, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on Aug 30, 2011 Definitive Rating Assigned
Baa2 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP), LLC Series 2011-1

Series 2011-1 Class B, Baa1 (sf) Placed Under Review for Possible
Upgrade; previously on May 4, 2011 Definitive Rating Assigned Baa1
(sf)

Issuer: Avis Budget Rental Car Funding (AESOP), LLC Series 2011-2

Series 2011-2 Class B, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on May 4, 2011 Definitive Rating Assigned Baa2
(sf)

Issuer: Avis Budget Rental Car Funding (AESOP), LLC Series 2011-3

Series 2011-3 Class B, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on May 4, 2011 Definitive Rating Assigned Baa2
(sf)

Issuer: Hertz Vehicle Financing LLC, Series 2011-1

Series 2011-1 Cl. B-1, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on Jun 20, 2011 Definitive Rating Assigned
Baa2 (sf)

Series 2011-1 Cl. B-2, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on Jun 20, 2011 Definitive Rating Assigned
Baa2 (sf)

Issuer: Rental Car Finance Corp. Series 2007-1

Cl. A, Ba1 (sf) Placed Under Review for Possible Upgrade;
previously on Aug 9, 2011 Upgraded to Ba1 (sf)

Underlying Rating: Ba1 (sf) Placed Under Review for Possible
Upgrade; previously on Aug 9, 2011 Upgraded to Ba1 (sf)

Issuer: Rental Car Finance Corp. Series 2011-1

Series 2011-1 Cl. B, Baa2 (sf) Placed Under Review for Possible
Upgrade; previously on Aug 2, 2011 Definitive Rating Assigned Baa2
(sf)

Issuer: WTH Car Rental ULC, Series 2010-1 and 2010-2

Series 2010-1 VFNs, Aa2 (sf) Placed Under Review for Possible
Upgrade; previously on Aug 23, 2011 Confirmed at Aa2 (sf)

Series 2010-2 VFNs, Aa2 (sf) Placed Under Review for Possible
Upgrade; previously on Aug 23, 2011 Confirmed at Aa2 (sf)

RATINGS RATIONALE

The principal methodology used in this rating was "Moody's Global
Approach to Rating Rental Car ABS and Rental Truck ABS," published
in July 2011.

Consistent with Moody's methodology, for this transaction Moody's
assumes a purchase price for program which is 10% below MSRP, to
give credit to the volume discounts typically achieved by rental
car companies. Moody's also assumes the discount for non-program
(risk) vehicles is 15% to reflect both the terms required under
the transaction documentation and historic performance. Also
Moody's notes that the market value haircuts applied to the
vehicles (i.e., the base haircut and the additional manufacturer
haircut) are the same as the indicative haircuts presented in
Moody's methodology.

With respect to the monoline wrapped transactions identified
below, the underlying ratings reflect the intrinsic credit quality
of the notes in the absence of the transaction's guarantee from
monoline insurance. The current ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating.


AVSTAR AVIATION: Issues $90,000 Promissory Note to Henry Schulle
----------------------------------------------------------------
AvStar Aviation Group, Inc., on May 5, 2011, issued a
convertible promissory note in the original principal amount of
$90,000 to Henry L. Schulle, a consultant to the Company, in lieu
of cash for consulting services provided by Mr. Schulle to the
Company.  The Note bears regular interest at a rate of 8.5% per
annum.  The Note is unsecured, and it is due and payable one year
after the date of its issuance.  At any time prior to the payment
in full of the entire balance of the Note, the holder has the
option of converting all or any portion of the unpaid balance of
the note into shares of the Company's common stock at a conversion
price discussed hereafter.  The conversion price for the Note
features a "variable" conversion price and also a "fixed"
conversion price of $.04, which will apply if it is less than the
related variable conversion price.  The variable conversion price
is the closing trading prices of the Company's common stock for
the most recent trading days preceding the date of exercise;
provided, however, that the variable conversion price must be a
minimum of at least $.005 per share.  The Note contains customary
representations and warranties, registration rights, customary
anti-dilution provisions, and customary events of default that
entitle the holder to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the
Note.  In early September 2011, Mr. Schulle assigned his rights
under the Note to Fairhills Capital, which has converted a small
portion of the Note.  The Company does not now have sufficient
authorized  but unissued shares to permit the further conversion
of the Notes  in any meaningful way.

Commencing near the beginning of August 2011 and continuing
through the present,  the Company borrowed certain amounts from
several of its shareholders.  The Company believes that these
borrowings became material to it in amount on or about Oct. 3,
2011.

Commencing on Sept. 19, 2011 and continuing through the first week
of November 2011, several holders of convertible promissory notes
issued by the Company converted portions of the notes held by
them.

The issuances of the preceding shares in connection with the
conversion of the  convertible promissory notes are claimed to be
exempt pursuant to Section 4(2) of the Securities Act of 1933 (the
"Act") and Rule 506 of Regulation D under the Act. No advertising
or general solicitation was employed in offering these
securities.  The  offering and sale was made only to a limited
group of sophisticated  investors, and subsequent transfers were
restricted in accordance with the requirements of the  Act.

                        About Avstar Aviation

Houston, Texas-based AvStar Aviation Group, Inc. (OTC QB: AAVG)
-- http://www.avstarinc.com/-- due to acquisitions, is now in two
aviation sectors, the  maintenance, repair and overhaul ("MRO") of
aircraft providing products and services for the general aviation
sector, and the charter air service business.

The Company had net income of $939 on $1.2 million of revenues for
the six months ended June 30, 2011, compared to a net loss of
$822,972 on $157,362 of revenues for the same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$1.2 million in total assets, $2.1 million in total liabilities,
and a stockholders' deficit of $929,207.

Clay Thomas, P.C., in Houston, expressed substantial doubt about
Avstar Aviation Group's ability to continue as a going concern
following the Company's 2010 results.  Mr. Thomas noted that the
Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.


BEAR MOUNTAIN: Taps Berreth Lochmiller for Accounting Services
--------------------------------------------------------------
Bear Mountain Ranch Holdings, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of Washington for permission to employ
Berreth, Lochmiller & Associates, PLLC, as accountants.

Berreth Lochmiller will provide the Debtor with general accounting
services and related services as may be requested by the Debtor or
counsel to assist the Debtor in its business operations, the
reorganization proceeding, and matters related thereto.

Berreth Lochmiller billing rates for accountants range from $75 to
$200 per hour, with courtroom and deposition testimony rates of
$225 per hour.  The Debtor is responsible for all costs and
expenses incurred in the course of representation, subject to
Court approval.

To date, Berreth Lochmiller has not received any payment from the
Debtor.

That to the best of the Debtor's knowledge,  Berreth Lochmiller is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                About Bear Mountain Ranch Holdings

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

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


BEHRINGER HARVARD: Posts $24.6-Mil. 3rd Quarter Net Loss
--------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP filed its
quarterly report on Form 10-Q, reporting a net loss of
$24.6 million on $6.7 million of revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $2.3 million on
$6.2 million of revenues for the same period last year.

The Company reported a net loss of $44.6 million on $17.6 million
of revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $12.6 million on $16.4 million of revenues for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$130.1 million in total assets, $145.5 million in total
liabilities, and an equity deficit of $15.4 million.

"Of our $133.6 million in notes payable at Sept. 30, 2011,
$71.6 million has matured, will mature in the next twelve months,
or will subsequently go into default," the Company said in the
filing.

"As of Sept. 30, 2011, of our $133.6 million in notes payable,
$121.2 million is secured by properties and $120.3 million is
recourse by us.  We continue to negotiate with the lenders to
refinance or restructure the loans.  We currently expect to use
proceeds from the disposition of properties and additional
borrowings to continue making our scheduled debt service payments
on certain properties until the maturity dates of the loans are
extended, the loans are refinanced or the outstanding balance of
the loans is completely paid off.  There is no guarantee that we
will be able to refinance our borrowings with more or less
favorable terms or extend the maturity dates of such loans.  In
the event that any of the lenders demanded immediate payment of an
entire loan balance, we would have to consider all available
alternatives, including transferring legal possession of the
relevant property to the lender."

"The effects of the recent economic downturn have caused us to
reconsider our strategy for certain of our properties where we
believe the principal balance of the debt encumbering the property
exceeds the value of the asset under current market conditions.
In those cases where we believe the value of a property is not
likely to recover in the near future, we believe there are more
effective uses for our capital, and as a result we may cease
making debt service payments on certain property level debt,
resulting in defaults or events of default under the related loan
agreements.  We are in active negotiations with certain lenders to
refinance or restructure debt in a manner that we believe is the
best outcome for us and our unitholders and expect that some loans
may be resolved through a discounted purchase or payoff of the
debt and, in certain situations, other loans may be resolved by
negotiating agreements conveying the properties to the lender."

"As is usual for opportunity style real estate programs, we are
structured as a finite life vehicle with the intent to full cycle
by selling off our assets.  Although we have extended beyond our
original target life, we have already entered into our disposition
phase and are in the process of selling our assets."

"The conditions and events described above raise substantial doubt
about our ability to continue as a going concern."

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

                       http://is.gd/Q9vfaJ

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.


BERNARD L. MADOFF: Trustee Negotiates $326 Million Refund From IRS
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the trustee liquidating Bernard L. Madoff Investment
Securities Inc. settled with the Internal Revenue Service and will
receive a $326 million refund, if the bankruptcy court grants
approval at a Dec. 21 hearing.  The money will be considered
customer property for eventual distribution to Madoff customers.

Bloomberg recounts that since 2003, the Madoff firm paid the IRS
$330 million purportedly withheld from supposed dividend payments
to foreign customers.  Because no stocks were ever purchased and
no dividends were ever paid, the Madoff trustee demanded a refund,
which the IRS agreed to allow after deducting about $4 million
erroneously paid in a refund.

According to the report, the settlement calls for the bankruptcy
court to enter an injunction preventing anyone from suing the IRS
for a refund.  In the meantime, $103 million will be held in
reserve for two years in case there are claims against the IRS or
the trustee.

                      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: Trustee Fights to Keep Suit Against Madoff Sons
------------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that lawyers for
Bernard L. Madoff trustee Irving Picard told a New York federal
judge on Tuesday that a $198 million bankruptcy court suit
accusing Mr. Madoff's sons of ignoring the Ponzi scheme at Bernard
L. Madoff Investment Securities should be allowed to go forward.

Andrew and Mark Madoff, who were both co-directors at BLMIS, let a
massive fraud unfold under their watch, attorney John Siegal of
Baker Hostetler told U.S. District Judge William H. Pauley III at
a hearing, according to Law360.  Mark was found dead in December
2010 of an apparent suicide.

                      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: SEC Charges Employee With Creating Fake Trades
-----------------------------------------------------------------
The Securities and Exchange Commission charged a longtime Bernie
Madoff employee with fraud for his role in creating fake trades to
facilitate the massive Ponzi scheme.

The SEC alleges that David Kugel, who worked at Bernard L. Madoff
Investment Securities LLC (BMIS) for nearly four decades, was
asked by Madoff to provide the firm's investment advisory
operations with backdated arbitrage trade information to be
formulated into fictitious trading on investors' account
statements.  Kugel's own account at BMIS was among those in which
backdated trades were entered, and he withdrew nearly $10 million
in "profits" from the fictitious trading over several years.

"Kugel helped Madoff maintain the elaborate and enduring facade
that his clients were engaged in actual trading when in fact no
such trading occurred," said George S. Canellos, Director of the
SEC's New York Regional Office.  "Kugel withdrew millions of
dollars of phony profits that he knew weren't from actual trading
activity."

The SEC previously charged two other longtime Madoff employees
Annette Bongiorno and JoAnn Crupi for their roles in producing
phony account statements that were sent to Madoff investors.
According to the SEC's complaint against Kugel filed in U.S.
District Court for the Southern District of New York, Bongiorno
and Crupi and other staff in Madoff's investment advisory (IA)
operations used the information provided by Kugel to formulate
fictitious trades to appear on investor account statements.

The SEC alleges that sometime in the early 1970s after Kugel began
his career with Madoff as an arbitrage trader in the firm's
proprietary trading business, Madoff informed Kugel that BMIS
managed money for outside clients. He asked Kugel to provide the
firm's IA operations with backdated convertible arbitrage trades
for inclusion on investor account statements.  Some of these
trades replicated successful trades that Kugel had actually made
for BMIS proprietary trading operations.  Other trades were based
on historical information that Kugel obtained from old newspapers.

According to the SEC's complaint, Bongiorno and Crupi regularly
asked Kugel for backdated information about trades amounting to
millions of dollars. After Kugel provided the information, Crupi
and Bongiorno would then design trades that totaled that amount.
These fictitious trades were highly profitable on an annualized
basis, and appeared on account statements and trade confirmations
sent to investors.  Kugel, who opened his own BMIS account,
received these account statements and trade confirmations as well.

The SEC alleges that Kugel provided backdated trade information
for IA accounts, including his own. He withdrew the purported
"profits" of these trades even though he knew they weren't
proceeds of actual trading activity.  One trade in S&P index
options in 2007 earned Kugel a profit of more than $375,000 in
just a few weeks.  Kugel withdrew almost $10 million from his BMIS
IA accounts from 2001 to 2008.

The U.S. Attorney's Office for the Southern District of New York
has filed parallel criminal charges against Kugel, who has pled
guilty and also agreed to settle the SEC's civil charges.  Subject
to court approval, the civil case will result in a permanent
injunction against Kugel, who must forfeit his ill-gotten monetary
gains upon entry of a criminal forfeiture order in the criminal
case.

The SEC's complaint against Kugel alleges that by engaging in this
conduct, Kugel violated and aided and abetted violations of
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-
5 thereunder; aided and abetted violations of Sections 204, 206(1)
and 206(2) of the Investment Advisers Act of 1940 and Rule 204-2
thereunder, and Sections 15(c) and 17(a) of the Exchange Act and
Rules 10b-3 and 17a-3 thereunder.

The SEC's investigation was conducted by Kristine M. Zaleskas and
Aaron P. Arnzen of the New York Regional Office.  The Commission
thanks the U.S. Attorney's Office for the Southern District of New
York and the Federal Bureau of Investigation for its coordination
and assistance. The SEC's investigation is continuing.

                      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: Trustee Reaches $326MM Settlement With IRS
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the trustee
winding down Bernard Madoff's investment firm struck a settlement
with the Internal Revenue Service that would bring in $326 million
for swindled investors.

                     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.


BILOXI RADIATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Biloxi Radiation Oncology Center, LLC
        150 Reynoir
        Biloxi, MS 39530

Bankruptcy Case No.: 11-52727

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Debtor's Counsel: Patrick A. Sheehan, Esq.
                  SHEEHAN & JOHNSON, PLLC
                  P.O. Drawer 8299
                  Biloxi, MS 39535
                  Tel: (228) 875-0572
                  Fax: (228) 875-0895
                  E-mail: pat@sheehanlawfirm.com

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

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

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

The petition was signed by Laurence G. Lines, M.D., managing
member.


BIOZONE PHARMACEUTICALS: Incurs $2.5 Million Net Loss in Q3
-----------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss attributable to Biozone of $2.49 million on $3.93 million
of sales for the three months ended Sept. 30, 2011, compared with
net income attributable to Biozone of $256,850 on $4.51 million of
sales for the same period a year ago.

The Company also reported a net loss attributable to Biozone of
$3.61 million on $8.93 million of sales for the nine months ended
Sept. 30, 2011, compared with net income attributable to Biozone
of $395,612 on $11.13 million of sales for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$10.70 million in total assets, $10.88 million in total
liabilities, and a $177,712 total shareholders' deficiency.

"Our current balances of cash will not meet our working capital
and capital expenditure needs for the next twelve months.  In
addition, as of September 30, 2011, we have a shareholder
deficiency of $177,712 and negative working capital of $1,740,163.
Because we are not currently generating sufficient cash to fund
our operations and we have debt that is in default, we may need to
rely on external financing to meet future operating, debt
repayment and capital requirements.  These conditions raise
substantial doubt about our ability to continue as a going
concern."

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

                         http://is.gd/YQbzW6

                           About Biozone

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

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

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

BioZone as of Oct. 29, 2011, is in default with respect to eleven
senior secured convertible promissory notes issued to various
accredited investors with an aggregate principal amount of
$2,250,000 due to the fact that the Company has not paid the
amount due on maturity.


BLAST ENERGY: Posts $702,000 Net Loss in Third Quarter
------------------------------------------------------
Blast Energy Services, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $702,041 on $95,942 of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$231,854 on $0 revenue for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of $1.7 million on $339,011 of revenue, compared with a net
loss of $722,208 on $0 revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed $4.0 million
in total assets, $3.8 million in total liabilities, and
stockholders' equity of $236,129.

As reported in the TCR on April 25, 2011, GBH CPAs, PC, in
Houston, Tex., expressed substantial doubt about Blast Energy'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 loss from continuing
operations for the year ended Dec. 31, 2010, and has an
accumulated deficit at Dec. 31, 2010.

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

                       http://is.gd/jnOGn3

                        About Blast Energy

Houston, Tex.-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.


BRIGHTSTAR CORP: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Brightstar Corp., and
removed them from CreditWatch, where they were placed with
negative implications on Oct. 18, 2011. The outlook is negative.

"We expect Brightstar Corp. to experience strong revenue growth
and flat-to-slightly improved annual margins through 2011," said
Standard & Poor's credit analyst Martha Toll-Reed. She added,
"Based on our EBITDA growth expectations, leverage should decline
by the end of 2011 despite higher funded debt levels." Leverage
was about 4.7x as of June 2011, and we expect it to approach the
4x area by year-end."

"The negative outlook reflects Brightstar's relatively short track
record operating at current revenue and growth levels, leverage
that is high for the current rating level, and weaknesses in
internal controls over financial reporting. We would consider a
stable outlook when the company remedies internal control issues
and operating trends support sustained leverage of 4x or below. We
could lower the rating in the near term if Brightstar sustains
leverage at or above 4.5x, either because of increased working
capital-related borrowing to support less-profitable revenue
growth, or a failure to generate EBITDA growth due to escalating
margin pressure," S&P said.


BURLINGTON COAT: S&P Retains 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
Burlington, N.J.-based Burlington Coat Factory Warehouse Corp.'s
$1.0 billion senior secured term loan B due Feb. 23, 2017, to '3'
from '4'. The '3' recovery rating indicates that lenders should
receive meaningful (50% to 70%) recovery of principal in the event
of a default. The 'B-' issue-level rating remains the same as the
corporate credit rating.

"The change in our recovery analysis reflects our revised
expectation of the recovery prospects because of the company's
repayment of principal under the term loan," S&P said.

At the same time, S&P withdrew its issue-level and recovery
ratings on the following issues as the company repaid them upon
the completion of the company's refinancing earlier this year:

    $305 million 11.125% senior notes due 2014

    A term loan B due 2013 of which $777.6 million was outstanding

    $99.3 million 14.5% senior discount notes due 2014 (issued by

    Burlington and Burlington Coat Factory Investment Holdings
    Inc.)

"The 'B-' corporate credit rating and stable outlook on Burlington
remain unchanged," S&P said. (For the complete corporate credit
rating rationale, see the summary analysis on Burlington,
published Sept. 28, 2011, on Ratings Direct on the Global Credit
Portal.)

Ratings List

Burlington Coat Factory Warehouse Corp.
Corporate Credit Rating      B-/Stable/--

Burlington Coat Factory Warehouse Corp.
Ratings Affirmed; Recovery Ratings Revised
                              To                   From
Senior Secured               B-                   B-
   Recovery Rating            3                    4

Ratings Withdrawn
                              To                   From
Term loan B due 2013         NR                   B-
   Recovery Rating            NR                   4
Sr unsecd nts due 2013       NR                   CCC
   Recovery Rating            NR                   6
Sr disc nts due 2014         NR                   CCC
   Recovery Rating            NR                   6


CALIFORNIA STATEWIDE: S&P Cuts Rating on Refunding Bonds to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+ on California Statewide Communities Development
Authority's series 2002E-1 (Quail Ridge Apartments project) senior
multifamily housing revenue refunding bonds. At the same time,
Standard & Poor's lowered its rating to 'B' from 'BB-' on the
authority's 2002E-3 (Quail Ridge Apartments project) subordinate
multifamily housing revenue refunding bonds. The outlook on all
bonds is negative.

"In our opinion, the rating reflects the project's declining debt
service coverage levels, decreasing income, and increasing
expenses," said Standard & Poor's credit analyst Alexis Laing.
"Further dampening the rating is the project's weak occupancy
rates, although they are improving," Ms. Laing added.

If the coverage levels further decline due to rising expenses or
vacancies, the rating could be lowered further.

Quail Ridge is a 360-unit garden-style multifamily apartment
complex constructed in 1980.


CAPSALUS CORP: Incurs $287,000 Net Loss in Third Quarter
--------------------------------------------------------
Capsalus Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $287,468 on $0 of net sales for the three months ended
Sept. 30, 2011, compared with a net loss of $1.36 million on $0 of
net sales for the same period during the prior year.

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

The Company also reported a net loss of $2.09 million on $0 of net
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $4 million on $0 of net sales for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.60 million in total assets, $6.77 million in total liabilities,
and a $2.16 million total stockholders' deficit.

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

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

                        http://is.gd/lSQdFP

                        About Capsalus Corp.

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


CAROLINA INTERNET: 10th Circuit Reverses Itself, Joins Others
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the U.S. Court of Appeals in Denver until last week was
alone among the circuits in holding that the automatic stay in
Section 362 of the Bankruptcy Code doesn't prevent a bankrupt
from continuing an appeal attempting to upset a judgment in
favor of a creditor.

In an opinion on Nov. 15, the 10th Circuit in Denver lined up with
nine other circuits and reversed its previous ruling.  Now, a
bankrupt must obtain a modification of the stay from the
bankruptcy judge before proceeding with an appeal to upset a
judgment in favor of a creditor.  The circuit court said that the
rule it was adopting didn't apply to cases where the bankrupt is
appealing a judgment in its favor.  The 10th Circuit was persuaded
in part because the newest edition of Collier on Bankruptcy said
that the older case from the Denver court was wrong.

The appeals court stayed the appeal as a result of concluding that
the automatic stay applied.  The case is TW Telecom Holdings Inc.
v. Carolina Internet Ltd., 11-1068, U.S. Court of Appeals for the
10th Circuit (Denver).

Carolina Internet, Ltd., based in Charlotte, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32461) on
Sept. 23, 2011.  Judge J. Craig Whitley presides over the case.
Richard M. Mitchell, Esq. -- rmmatty@mitchellculp.com -- at
Mitchell & Culp, PLLC, serves as the Debtor's counsel.  In its
petition, the Debtor estimated under $50,000 in assets and
$1 million to $10 million in debts.  The petition was signed by
Morgan Miskell, secretary.


CDC CORP: Deloitte Resigns as Software Unit's Independent Auditor
-----------------------------------------------------------------
Deloitte & Touche LLP on Nov. 10, 2011, informed CDC Software
Corporation of its resignation as the Company's independent
registered public accounting firm effective immediately.

In connection with its resignation, Deloitte informed management
and the Board of the Company that Deloitte would not rely upon
representations of Peter Yip or those influenced or controlled by
him, and that Deloitte, as the Company's independent auditor, was
not sufficiently comfortable that Mr. Yip was not continuing to
influence the operations, management and those persons in
governance of the Company.

Deloitte also noted certain statements by persons formerly
associated with the Company's parent, CDC Corporation, including
statements made by the former General Counsel of CDC at the time
of his resignation, relating to CDC and the Company, that Mr. Yip
was inappropriately influencing the business of CDC and to some
degree, the Company.

The Audit Committee of the Board directed the Company's internal
audit Director, with the support of external legal counsel, to
conduct an investigation regarding statements from the former
General Counsel of CDC, though the investigation was not resolved
at the time of Deloitte's resignation.

Deloitte has served as the Company's independent registered public
accounting firm since its initial public offering.

Prior to resignation, Deloitte had communicated to management of
the Company and CDC that the scope of Deloitte's procedures to
complete the audit of the Company and CDC's financial statements
would be expanded to cover the issues discussed in the Company's
October 20, 2011 Current Report on Form 6-K, as well as to audit
certain subsequent events and the impact thereof on the companies
and their respective financial position.

The audit reports of Deloitte for the years ended December 31,
2009 and 2008 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit, scope, or accounting principles.

Meanwhile, on Nov. 14, 2011, Mr. Yip appointed Dr. Wong Chung Kiu
as his alternate, under Section 84(7) of the Company's Memorandum
and Articles of Association, with respect to Mr. Yip's
directorship on the board of directors of the Company, to act in
his place at any meeting of the Board.  In the event that (i) Dr.
Wong is not in attendance at any particular meeting, or (ii) Dr.
Wong determines, in his sole discretion, that he has a conflict of
interest with respect to a particular matter to be voted upon, Dr.
Raymond Ch'ien would serve as Mr. Yip's alternate in such
instance.  As such, Dr. Wong, and Dr. Ch'ien under the
circumstances described above, are authorized to cast Mr. Yip's
vote in such manner as they each determine, in his own discretion,
is in the best interests of the Company and to act with due care,
and to vote only on a fully informed basis.  Mr. Yip is not
presently participating in the board meetings of the Company.  The
appointment of an alternate is revocable at any time by Mr. Yip.

Effective Nov. 15, 2011, Mr. Bruce Cameron, the Company's
President, has left the Company to pursue other opportunities.

                           About CDC Corp

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

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


CDC PROPERTIES: Has No Equity in Properties, Wants Case Dismissal
-----------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington will convene a hearing on Dec. 8,
2011, at 9:00 a.m., to consider CDC Properties II, LLC's request
to dismiss its Chapter 11 case.  Objections, if any, are due
Dec. 1.

In its motion, the Debtor explained that:

   -- there is no equity in the properties;

   -- there are no estate assets for any creditors other than the
      secured lender; and

   -- no reorganization is feasible or practical.

The Debtor related that the State Court appointed a receiver to
manage the properties during the Chapter 11 case to the behest of
MLMT 2004-BPC1 Prium Portfolio LLC, as successor in interest to
Wells Fargo Bank, N.A., as trustee for the registered Holders of
Merrill Lynch Mortgage Trust 2004-BPC1, Commercial Mortgage Pass-
Through Certificates, Series 2004-BPC1.

In addition, the lender's motion for relief from the automatic
stay to continue the non-judicial foreclosures remains pending.

                    About CDC Properties II LLC

Tacoma, Washington-based CDC Properties II LLC filed for Chapter
11 bankruptcy (Bank. W.D. Wash. Case No. 11-44554) on June 2,
2011.  Judge Paul B. Snyder presides over the case.  In its
petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Thomas W. Price,
member/manager.

Affiliate CDC Properties I, LLC, sought Chapter 11 protection
(Case No. 10-41010) on Feb. 2, 2010.  Prium Kent Retail, LLC.
Prium Lakewood Buildings, and Prium Meeker Mall LLC filed separate
Chapter 11 petitions in 2010.


CDC SOFTWARE: Gets NASDAQ Delisting Notice, to Request Hearing
--------------------------------------------------------------
CDC Software Corporation has received a letter dated Nov. 17, 2011
from The NASDAQ Stock Market, Inc., stating that NASDAQ staff
members, exercising their discretionary authority, have determined
to delist the Company's securities based on public interest
concerns under Nasdaq Listing Rule 5101 and the Company's failure
to timely file its Annual Report on Form 20-F for the year ended
December 31, 2010, as required by Listing Rule 5250(c).
Trading in the Company's securities has been halted by NASDAQ
since October 5, 2011.

Pursuant to the NASDAQ letter, the Company has until November 25,
2011 to request a hearing before a NASDAQ Listing Qualifications
Panel.  Accordingly, the Company intends to timely request a
hearing at which it will address the concerns raised by the Staff
and present its plan for regaining compliance with all applicable
requirements for continued listing.  However, there can be no
assurance that the Panel will grant the Company's request for
continued listing.  In connection with the hearing request, the
Company will also request that the Staff's delisting determination
be stayed at least until the Panel issues its decision following
the hearing.  In the event that NASDAQ determines not to grant the
stay, it is expected that the current trading halt would be
converted to a trading suspension on or about December 12, 2011.
In such an event, the Company's securities would become eligible
for trading in the over-the-counter market at that time.  The
Company will make a further announcement regarding its trading
status following the receipt of NASDAQ's determination on the stay
request, which is expected before December 12, 2011.  The Company
expects that its hearing will be scheduled to occur early next
year.

                     About CDC Software

CDC Software CDCS, The Customer-Driven Company(TM), is a global
enterprise software provider of on-premise and cloud deployments.
Leveraging a service-oriented architecture (SOA), CDC Software
offers multiple delivery options for their solutions including on-
premise, hosted, cloud-based Software as a Service (SaaS) or
blended-hybrid deployment offerings.  CDC Software's solutions
include enterprise resource planning (ERP), manufacturing
operations management, enterprise manufacturing intelligence,
supply chain management (demand management, order management and
warehouse and transportation management), global trade management,
e-Commerce, human capital management, customer relationship
management (CRM), complaint management and aged care solutions.


CENTENNIAL PARK: Bank Lender Entitled to Default Interest Rate
--------------------------------------------------------------
Bankruptcy Judge Dale L. Somers overruled Centennial Park LLC's
objection to Claim #5 filed by First National Bank of Omaha, in
which the Debtor challenges the Bank's entitlement to interest at
the default rate and an award of attorney fees and costs.  Judge
Somers said there is no question that the Debtor's promissory note
was in default after April 10, 2010, and the Bank's entitlement to
the interest and fees as stated in Claim #5 is in accord with the
Note and other loan documents.  Accordingly, the Court rejects the
Debtor's reliance upon numerous legal and equitable principles to
defeat this entitlement.

A copy of Judge Somers' Nov. 21, 2011 Memorandum Opinion is
available at http://is.gd/QDT7tGfrom Leagle.com.

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

Centennial Park acquired the property in 2006 for $6,988,028 cash,
financed by Intrust Bank, after the property was partially
developed and some lots had been sold.  The Intrust loan was
refinanced by First National Bank of Kansas on May 7, 2008.
Centennial Park executed an Amended and Restated Promissory Note
for $9,716,600, evidencing the loan, and other loan documents.
FNBO became the owner of the loan when it acquired FNBK by merger.

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

The Debtor has proposed a Chapter 11 liquidating plan.  In a
ruling dated Nov. 14, 2011, the Court accepted FNBO's valuation
that the real property securing the bank's claim for purposes of
confirmation of Centennial Park's plan is $3,570,000.  The
Debtor's proposed value is $7,700,000.

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


CENTRAL FEDERAL: Sets Dec. 9 as Rights Offering Record Date
-----------------------------------------------------------
Central Federal Corporation has set Dec. 9, 2011, as the record
date for its previously disclosed proposed rights offering of
common stock.  All record holders of the Company's common stock
will receive, at no charge, one subscription right for each share
of common stock held as of 5:00 PM, Eastern time, on the record
date.  Each subscription right will entitle the holder of the
right to purchase 6.048 shares of Company common stock at a
subscription price of $1.00 per share.  In addition, for each four
shares purchased, purchasers will receive, at no charge, one
warrant to purchase one additional share of stock at a purchase
price of $1.00 per share.  The warrants will be exercisable for
three years.

A registration statement related to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  The securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

                       About Central Federal

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

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

                        Regulatory Matters

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

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

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

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


CHAIT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chait Properties, Inc.
        2856 Lindenmere Drive
        Merrick, NY 11566

Bankruptcy Case No.: 11-78236

Chapter 11 Petition Date: November 21, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Robert R. Leinwand, Esq.
                  ROBINSON BROG LEINWAND GREENE ET AL
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6399
                  E-mail: rrl@robinsonbrog.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 is
available for free at:
http://bankrupt.com/misc/nyeb11-78236.pdf

The petition was signed by David Chait, president.


CHUN C: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: Chun C Inc.
        7618 Wexford Club Drive East
        Jacksonville, FL 32256

Bankruptcy Case No.: 11-08484

Chapter 11 Petition Date: November 22, 2011

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

Judge: Paul M. Glenn

Debtor's Counsel: Brett A. Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE, P.A.
                  8777 San Jose Boulevard, Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

                         - and ?

                  Julianna E. Groot, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE, P.A.
                  8777 San Jose Boulevard, Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: jgroot@mearklelaw.com

Estimated Assets: $0 to $50,000

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 Chun C. Daniels, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                         Case No.      Petition Date
        ------                         --------      -------------
Daruma Japanese Steakhouse at Bartram  11-07645           10/19/11
Park, Inc.


CHEF SOLUTIONS: Sale to Mistral, Reser's Approved
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chef Solutions Inc. was authorized by the bankruptcy
court in Delaware to sell the business to a joint venture between
Mistral Capital Management LLC and Reser's Fine Foods Inc.  In
addition to debt assumption, the price includes $35.9 million cash
to pay off secured debt plus a $25.3 million credit bid.

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent Food, is the
second largest manufacturer in North America of fresh prepared
foods for retail, foodservice and commercial channels.  Based in
Birmingham, Michigan, Chef Solutions has plants in Kansas, Ohio,
and California. Brands include Orval Kent.  The company was a 2004
acquisition from Deutsche Lufthansa AG by Questor Management Co.,
which recently surrendered control to Mistral.

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

Debtor Orval Kent Food Company disclosed $82,902,336 in assets and
$126,085,311 in liabilities in its schedules.  Liabilities at the
outset of bankruptcy included $23 million owing to Wells Fargo
Capital Finance Inc. as agent for first-lien lenders.  Mistral has
$24.3 million in second-lien debt.

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

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


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

Upon retention, the firm will, among other things:

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

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

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

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

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

The firm's rates are:

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

      Senior Vice-President              $665-$725/hour

      Vice President                     $565-$625/hour

      Senior Associate                   $465-$525/hour

      Associate                          $285-$395/hour

      Paraprofessional                   $145-$240/hour

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

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

                        About Chef Solutions

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

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim
of selling the business to a joint venture between Mistral Capital
Management LLC and Reser's Fine Foods Inc.  Debtor Orval Kent Food
Company disclosed $82,902,336 in assets and $126,085,311 in
liabilities in its schedules.

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

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

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


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

Upon retention, the firm will, among other things:

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

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

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

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

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

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

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

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

                       About Chef Solutions

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

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim
of selling the business to a joint venture between Mistral Capital
Management LLC and Reser's Fine Foods Inc.  Debtor Orval Kent Food
Company disclosed $82,902,336 in assets and $126,085,311 in
liabilities in its schedules.

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

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

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


CHEYENNE HOTELS: Seeks to Employ Meili Sikora as Accountant
-----------------------------------------------------------
Cheyenne Hotels Investments LLC seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Meili
Sikora, CPA, CTRS, under a general retainer, as its accountant.

As accountant, Ms. Sikora will:

   a) process and record financial transactions on an as
      needed basis;

   b) perform monthly reconciliations of bank accounts and
      other subsidiary ledgers to the general ledger;

   c) prepare general ledger and trial balance monthly or as
      otherwise requested;

   d) prepare other financial information;

   e) assist with billing and collection of receipts;

   f) prepare compiled balance sheet and income statements;

   g) provide financial information to various parties on an as
      requested basis and approved by the Debtor;

   h) prepare and file federal and state income tax returns; and

   i) assist in the preparation of reports required in connection
      with the CHI Bankruptcy.

The Debtor expects that the typical invoice of the Accountant will
not exceed $2,500 per month. It is not cost effective to apply
separately for each monthly invoice, but withholding payment will
create a hardship upon the Accountant, which is a small firm.
Accordingly, the Debtor requests leave to pay 75% of the
accounting fees monthly, as invoiced.  The 25% retained will serve
as security in the event the fees are not finally allowed.

Thomas Quinn, Esq., attests that his Firm does not hold or
represent any interest adverse to the estate, and is
"disinterested" in the estate, as provided in Section 327 (a) of
the Bankruptcy Code.

                        About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.

Thomas F. Quinn, Esq., at Thomas F. Quinn, P.C., in Denver,
represents the Debtor as counsel.  John H. Bernstein, Esq., at
Kutak Rock LLP, in Denver, represents Wells Fargo Bank as counsel.


CHRYSLER LLC: Dist. Court Upholds Dismissal of Suit v. Daimler
--------------------------------------------------------------
District Judge Denise Cote affirmed the Bankruptcy Court decision
dismissing a second amended complaint filed by the Liquidation
Trust, the successor in interest to the Official Committee of
Unsecured Creditors of Old CarCo LLC f/k/a Chrysler LLC, against
the automaker's former parent Daimler AG.  The trust sued Daimler
AG, Daimler North America Corporation, and Daimler Investments US
Corporation alleging that they stripped away valuable assets from
Chrysler prior to a complex restructuring that resulted in the
sale of Chrysler and other Chrysler entities to Cerberus Capital
Management LP.  The Trust seeks to recover, as a constructive
fraudulent conveyance, the value of the transferred assets that
exceeds the value received by Chrysler as part of the
restructuring and sale transaction.

In August 2007, Daimler AG sold 80.1% equity interest in Chrysler
to CG Investor, LLC, an affiliate of Cerberus.  Daimler retained
19.9% stake.  In exchange, Cerberus made an equity contribution to
the Chrysler Companies of $7.2 billion.

The Trust alleges a $1.695 billion maximum "gap" between the
assets Chrysler transferred and the consideration it received.
The Trust outlined the value of the assets Chrysler transferred:

    $7.95  billion of equity in Chrysler Financial
      $548 million for DC Vehiculos Commerciales/DC Tractocamiones
      $383 million for DC Financial Services Mexico
      $700 million for Chrysler's Auburn Hills Headquarters
   ---------------
    $9.581 billion total value of assets

The Trust outlined the consideration Chrysler received:

    $3.45  billion cash contribution from Cerberus
    $1.225 billion note from FinCo
    $2.036 billion debt forgiveness from Daimler
      $450 million for 100% of the equity of Motors unit
      $400 million of tax indemnification
      $325 million as payment for the Auburn Hills Headquarters
   ---------------
    $7.886 billion total value of the consideration

In an opinion dated May 12, 2011, Chief Judge Arthur J. Gonzalez
of the U.S. Bankruptcy Court for the Southern District of New York
granted Daimler's motion to dismiss the Second Amended Complaint.
The Bankruptcy Court reasoned that the Trust had been given access
to substantial F.R.B.P. Rule 2004 discovery and the opportunity to
plead its claims in three different complaints, and that
nonetheless the Trust had still been unable to assert plausible
claims.

On appeal, according to Judge Cote, the Trust does not suggest how
it could cure the deficiencies in the Second Amended Complaint,
and merely suggests that it should be permitted to take further
discovery.  Judge Cote also said the Bankruptcy Court correctly
based its denial of leave to amend on the Trust's repeated failure
to cure deficiencies in its complaint and its conclusion that
further amendment would be futile considering how much discovery
had already taken place.  Judge Cote finds, in addition, that the
defendants would suffer undue prejudice by virtue of having to
defend yet another amended complaint.

The case is THE LIQUIDATION TRUST, Appellant, v. DAIMLER AG, et
al., Appellees, No. 11 Civ. 5039 (S.D.N.Y.).  A copy of Judge
Cote's Nov. 22, 2011 Opinion and Order is available at
http://is.gd/BXBwDCfrom Leagle.com.

The Trust is represented by:

          Stephen D. Susman, Esq.
          Edgar Sargent, Esq.
          SUSMAN GODFREY LLP
          1000 Louisiana, Suite 5100
          Houston, TX 77002-5096
          Tel: (713) 651-9366
          E-mail: ssusman@susmangodfrey.com
                  esargent@susmangodfrey.com

Daimler is represented by:

          Alan Steven Goudiss, Esq.
          SHEARMAN & STERLING LLP
          99 Lexington Avenue
          New York, NY 10022
          Tel: 212-848-4906
          E-mail: agoudiss@shearman.com

                         About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.

Chrysler LLC and 24 affiliates sought Chapter 11 protection from
creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002) on
April 30, 2009.  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services;
and Epiq Bankruptcy Solutions LLC, as its claims agent.  As of
Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer Fiat SpA, the U.S.
and Canadian governments and other key constituents regarding a
transaction under 11 U.S.C. Section 363 that would effect an
alliance between Chrysler and Fiat.  As part of the deal, Fiat
acquired a 20% equity interest in the newly formed Chrysler Group
LLC.  Chrysler changed its corporate name to Old CarCo following
the sale.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.

Post-bankruptcy, Fiat has since raised its stake to 53.5% after
snapping up the U.S. government's remaining interest in July 2011.


CINTEL CORP: Incurs $671,000 Net Loss in Third Quarter
------------------------------------------------------
Cintel Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $671,000 on $0 of net revenues for the three months ended
Sept. 30, 2011, compared with net income of $444,000 on $0 of net
revenues for the same period a year ago.

The Company reported a net loss of $2.3 million on $0 revenue for
2010, compared with a net loss of $14.8 million on $0 revenue for
2009.

The Company also reported a net loss of $1.50 million on $0 of net
revenues for the nine months ended Sept. 30 2011, compared with a
net loss of $1.41 million on $0 of net revenues for the same
period during the prior year.

The Company has not engaged in active business later 2009.
Accordingly, the Company generated no revenue for the three and
nine months ended Sept. 30, 2011, and for the corresponding period
in 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$12.43 million in total assets, $36.09 million in total
liabilities, and a $23.65 million total stockholders' deficit.

Kim & Lee Corporation, in Los Angeles, California, expressed
substantial doubt about Cintel's ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss of $2.3 million during the year ended Dec. 31, 2010,
and, as of that date, had a working capital deficiency of
$12.8 million, and a stockholders' deficit.

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

                        http://is.gd/6ZVYuq

                         About Cintel Corp.

Henderson, Nev.-based Cintel Corp. has no current operations.
Until Dec. 31, 2009, the Company's operations were conducted
through its subsidiaries, Phoenix Digital Tech ("PDT"), Phoenix
Semiconductor Telecommunication Suzhou ("PSTS"), and Bluecomm and
its indirect subsidiary BKLCD.  Upon transfer of the shares of its
operating subsidiaries, the company has no current operations.
The Company maintains a 19% interest in PSTS and 2.1% interest in
PDT.

The Company's principal business objective for the next 12 months
and beyond that time will be to achieve long-term growth potential
through a combination with a business rather than immediate,
short-term earnings.


CIRCUS AND ELDORADO: Posts $844,000 Net Loss in Third Quarter
-------------------------------------------------------------
Circus and Eldorado Joint Venture filed its quarterly report on
Form 10-Q, reporting a net loss of $844,000 on $34.1 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $716,000 on $32.8 million of revenues for the same
period of 2010.

The Company reported a net loss of $4.0 million on $95.6 million
of revenues for nine months ended Sept. 30, 2011, compared with a
net loss of $3.7 million on $95.1 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$267.8 million in total assets, $165.4 million in total
liabilities, and partners' equity of $102.4 million.

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

                       http://is.gd/w4Ofie

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy is a leader
within the Reno market, offering the largest number of table
games, the second largest number of hotel rooms and the third
largest number of slot machines of any property in the Reno
market.

As reported in the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its ratings on Reno, Nev.-based gaming operator
Circus and Eldorado Joint Venture (CEJV).  "We lowered our
corporate credit rating to 'CCC' from 'B-'.  The rating outlook is
developing," S&P stated.

"We also lowered our issue-level rating on the company's senior
secured mortgage notes to 'CCC' (the same as the corporate credit
rating) from 'B-' and maintained our '3' recovery rating,
reflecting our expectation for meaningful (50%-70%) recovery for
noteholders in the event of a payment default," S&P stated.


CLEARWIRE CORP: Cut by S&P to 'CCC' as $237MM Payment Looms
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured first-lien issue-level ratings on Bellevue,
Wash.-based wireless provider Clearwire Corp. to 'CCC' from
'CCC+'. The outlook is developing.

"The recovery rating on the first-lien secured debt is unchanged
at '3'. Additionally, we lowered the issue-level rating on its
senior secured second-lien notes to 'CC' from 'CCC-'. The '6'
recovery rating on the notes also remains unchanged," S&P said.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved. If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses. We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."

"While its relationship with majority owner Sprint Nextel Corp.
(B+/Negative/--) seems to have improved, the two companies have
yet to announce an extension of their wholesale agreement, which
could improve Clearwire's ability to obtain external funding from
the capital markets. Moreover, we expect that Sprint Nextel will
both actively market the iPhone, which it believes is vital to
growing its post-paid subscriber base, and de-emphasize its WiMax
enabled handsets. This, in turn, could impair wholesale subscriber
growth at Clearwire and make it challenging to generate positive
EBITDA or FOCF over the next year," S&P said.

"The ratings on Clearwire continue to reflect its highly leveraged
financial risk profile based on our expectation that the company
will likely fully deplete its cash in 2012," said Mr. Arden. "The
ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company; significant
competition from better capitalized wireless carriers, including
AT&T Mobility and Verizon Wireless, which are deploying their own
4G wireless services; and technology risk."

"The rating outlook is developing. We would lower the ratings to
'D' if Clearwire fails to make the Dec. 1 interest payment.
Conversely, we could raise the corporate credit rating back up to
'CCC+' if the company continues to service its debt on a timely
basis, and can also secure sufficient external funding, either
from the capital markets or through spectrum sales, to shore
up its liquidity over the next six to 12 months. We note that
renewal of the Sprint wholesale agreement would likely improve the
company's prospects of obtaining additional funding from the
capital markets," S&P said.


CLIVER DEVELOPMENT: Taps Slifer Smith Market Arrowhead Property
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Cliver Development, Inc., to employ Slifer Smith & Frampton Real
Estate as listing agent/broker for the sale of the Arrowhead
Property -- a high-end residence located at 2195 Cresta Road in
Edwards, Colorado.

Kent Barker will be the primary broker at Slifer to assist the
Debtor in finding a purchaser for the Arrowhead Property.

Pursuant to the terms of the Listing Agreement:

   a. Slifer will have the exclusive right to act as the Debtor's
   agent for the sale of the Arrowhead Property through Oct. 25,
   2012.

   b. The listed price of the Arrowhead Property will be
   $7,995,000.

   c. Slifer will be paid a commission of 2.5% of the gross sales
   price of the Arrowhead Property.

Slifer was employed by the Debtor prepetition, as the broker in
the failed auction which resulted in the Debtor's filing of the
Chapter 11 bankruptcy.  Slifer filed a Proof of Claim in the
bankruptcy on Oct. 28, 2011 for unpaid fees in the amount of
$390,000 related to the auction process.  Slifer withdrew its
Proof of Claim in the bankruptcy on Nov. 8, 2011, however, and
does not assert any claim against the estate.

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

                     About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.  Cliver Development filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-31857) on Sept.
14, 2011.  The Hon. Howard R. Tallman presides over the case.
David Wadsworth, Esq., and Regina Ries, Esq., at Sender &
Wasserman, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $10,301,727 in assets and
$11,276,483 in liabilities as of the Petition Date.


COMANCHE COUNTY: S&P Withdraws B Rating on Gen. Obligation Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' rating on
Comanche County Consolidated Hospital District, Texas' series 2004
general obligation (GO) bonds, at the request of the issuer.


COMMERCE CENTER: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Commerce Center, LLC
        P.O. Box 5
        Jefferson, GA 30549

Bankruptcy Case No.: 11-24813

Chapter 11 Petition Date: November 22, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY PC
                  P.O. Box 2758
                  Gainesville, GA 30503-2758
                  Tel: (770) 531-0007
                  Fax: (678) 866-2360
                  E-mail: ckelley@cummingskelley.com

Scheduled Assets: $34,000

Scheduled Debts: $7,833,556

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb11-24813.pdf

The petition was signed by Ray W. Gunnin, Sr., manager.


COMMERCIAL METALS: S&P Lowers Corporate Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Dallas-based Commercial Metals Co. (CMC) to 'BB+'
from 'BBB-'. "We removed the corporate credit rating from
CreditWatch, where it was placed with negative implications
on Aug. 4, 2011. The outlook is stable," S&P said.

"At the same time, we lowered our issue-level ratings on the
company's senior unsecured debt to 'BB+' (the same as the
corporate credit rating) from 'BBB-'. Our issue-level ratings will
remain on CreditWatch with negative implications until our
recovery analysis is completed. In addition, we affirmed the 'A-3'
short-term corporate credit and commercial paper ratings on the
company; these ratings also remain on CreditWatch," S&P said.

"The downgrade reflects the severity and duration of the current
cyclical downturn, which we expect will continue to constrain the
profitability of U.S. steel producer Commercial Metals Co.,
contributing to a weaker overall business risk profile, in our
view," said Standard & Poor's credit analyst Maurice Austin. "In
this environment, we do not believe that CMC's operating
performance will improve sufficiently to support an investment-
grade rating."

"The rating on Dallas-based Commercial Metals reflects the
company's fair business risk profile, highlighted by the
competitive and highly cyclical nature of the steel industry, in
general, and the company's sharply lower profitability during the
current downturn, in particular. It is our opinion that these
factors will be somewhat offset over the longer term by the
company's position as an efficient producer and by the diversity
of its metals-related business mix. Our intermediate financial
risk assessment assumes that EBITDA will gradually improve and
that cyclically high leverage (over 5x currently) will return to
the 2x-3x range over the next two years on improved sales volumes
and easing cost pressures," S&P related.

"The rating outlook is stable. We expect that CMC's earnings will
gradually improve in fiscal 2012, reflecting higher prices and
demand due to slowly recovering end markets. Our current operating
assumptions include profitability in four of the five company
segments. However, we believe credit metrics will remain
commensurate with the 'BB+' rating through 2012, with total
adjusted debt to EBITDA of about 4x and FFO to adjusted debt of
25%," S&P said.

"A further negative rating action would likely result from
deterioration in operating conditions from current levels and
continued weak end-market conditions within the next 12 months.
If, in our view, CMC's adjusted debt to EBITDA will remain at more
than 5x and the company's ability to improve FFO to total debt to
the 20% area becomes less certain, we would lower the ratings.
An upgrade is unlikely in the near term given our view of the
company's fair business risk profile," S&P said.


COMMUNITY FIRST: Posts $3.8 Million Net Loss in Third Quarter
-------------------------------------------------------------
Community First, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.8 million on $4.6 million of net
interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $443,000 on $5.3 million of net
interest income for the same period of 2010.

The Company reported a net loss of $8.6 million on $14.8 million
of net interest income for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.1 million on $15.8 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$636.2 million in total assets, $620.0 million in total
liabilities, and stockholders' equity of $16.2 million.

                     Consent Order With FDIC

During the third quarter of 2011, the Bank entered into a Consent
Order with the FDIC.  As a result, the Bank is now subject to
additional limitations on its operations including its ability to
pay interest on deposits above the rate that is 75 basis points
above the rate applicable to the applicable market of the Bank as
determined by the FDIC.  Furthermore, the Bank is prohibited from
accepting, rolling over, or renewing brokered deposits without the
consent of the FDIC, which could adversely affect the Bank's
liquidity and/or operating results.  As of Sept. 30, 2011,
brokered deposits maturing in the next 24 months totaled
$17.7 million.

Based on Sept. 30, 2011 levels of average assets and risk-weighted
assets, the required amount of additional Tier 1 capital necessary
to meet the requirements of the Consent Order was approximately
$17,709,000, which would also satisfy the total capital
requirement.

At its current capital ratios, the Bank is considered adequately
capitalized.  If the Bank's ratios improve to a level that would
be considered well capitalized, it will continue to be considered
adequately capitalized until termination of the Consent Order.

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

                       http://is.gd/bJNNyq

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.

The Bank's principal business is to accept demand and saving
deposits from the general public and to make residential mortgage,
commercial, and consumer loans.


CONOLOG CORP: Incurs $4.3 Million Net Loss in Fiscal 2011
---------------------------------------------------------
Conolog Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss
applicable to common shares of $4.32 million on $1.69 million of
product revenue for the year ended July 31, 2011, compared with a
net loss applicable to common shares of $24.91 million on
$1.17 million of product revenue during the prior year.

The Company's balance sheet at July 31, 2011, showed $987,380 in
total assets, $1.66 million in total liabilities and a $678,608
total stockholders' deficiency.

WithumSmith+Brown, PC, in Somerville, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has had recurring losses from operations of $3,532,645 and
$1,620,877 and used cash from operations in the amounts of
$1,636,745 and $1,264,121 for the years ended July 31, 2010, and
2009, respectively.  At July 31, 2010, the Company had cash
equivalents of $713,005.

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

                         http://is.gd/esQChi

                        About Conolog Corp.

Somerville, N.J.-based Conolog Corporation is in the business of
design, manufacturing and distribution of small electronic and
electromagnetic components and subassemblies for use in telephone,
radio and microwave transmissions and reception and other
communication areas.  The Company's products are used for
transceiving various quantities, data and protective relaying
functions in industrial, utility and other markets.  The Company's
customers include primarily industrial customers, which include
power companies located primarily throughout the United States,
and various branches of the military.


CROWN AMERICAS: Moody's Affirms 'Ba2' CFR; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service assigned a Baa2 rating to the $200
million term loan A add-on of Crown Americas , LLC. Moody's also
affirmed the Ba2 corporate family rating of Crown Holdings Inc.
("Crown"), the SGL-2 speculative grade liquidity ratings and the
positive ratings outlook. The proceeds of the term loan add-on
will be used to fund the outstanding US pension liabilities.
Additionally, Crown will borrow $120 million on its revolver to
fund the outstanding US pension liabilities.

Moody's took these rating actions for Crown Americas, LLC:

-Assigned $200 million add-on senior secured Term Loan A due 2016,
Baa2 (LGD 2, 10%)

-Affirmed $200 million senior secured Term Loan A due 2016, Baa2
(LGD 2, 10% from LGD 1, 8%)

-Affirmed $450 million US Revolving Credit Facility due 2015, Baa2
(LGD 2, 10% from LGD 1, 8%)

-Affirmed $400 million senior unsecured notes due 2017, Ba3 (LGD
5, 70% from 4, 65%)

-Affirmed $700 million senior notes due 2021, Ba3 (LGD 5, 70% from
4, 65%)

Moody's took the following rating actions for Crown Holdings Inc.

-Affirmed corporate family rating, Ba2

-Affirmed probability of default rating, Ba2

-Affirmed speculative grade liquidity rating, SGL-2

Moody's took the following rating actions for Crown Cork & Seal
Company, Inc.

-Affirmed $150 million senior unsecured notes due 2096 ($64
million outstanding), B1 (LGD 6, 94%)

-Affirmed $350 million senior unsecured notes due 2026, B1 (LGD 6,
94%)

Moody's took the following rating actions for Crown European
Holdings S.A.

-Affirmed EUR 274 million senior secured Term Loan A due 2016,
Baa2 (LGD 2, 10% from LGD 1, 8%)

-Affirmed $700 million European revolving credit facility due
2015, Baa2 (LGD 2, 10% from LGD 1, 8%)

-Affirmed ?500 million 7.125% global notes due 8/15/2018, Ba1 (LGD
3, 36% from LGD 2, 25%)

Moody's took the following rating actions for Crown Metal
Packaging Canada L.P.

-Affirmed $50 million Canadian revolving credit facility due 2015,
Baa2 (LGD 2, 10% from LGD 1, 8%)

RATINGS RATIONALE

Crown's Ba2 Corporate Family Rating reflects the company's
position in an oligopolistic industry, relatively stable end
markets and improved profitability. The rating is also supported
by the high percentage of business under contract with strong raw
material cost pass-through provisions, higher margin growth
projects in emerging markets and good liquidity. Crown's broad
geographic exposure, including a high percentage of sales from
faster growing emerging markets, is both a benefit and a source of
some potential volatility.

The rating is constrained by the company's concentration of sales,
exposure to international markets and risks inherent in its
strategy to grow in emerging markets. The rating is also
constrained by the ongoing asbestos liability. Moody's also notes
that approximately 30% of the company's debt is variable rate. The
company has exposure to segments which can be affected by weather
and crop harvests and to mature industry sectors like carbonated
soft drinks. Approximately 50% of sales stem from the sale of
beverage cans. Crown is also completely concentrated in metal
packaging, which may be subject to substitution with other
substrates in certain markets depending on relative pricing and
new technologies.

The ratings outlook is positive. The positive outlook reflects an
expectation that Crown's credit metrics will improve sustainably
to the stated rating triggers over the rating horizon. Much of the
company's previous and planned capacity expansion in emerging
markets is sold out and should drive measurable improvements in
EBITDA and cash flow.

The ratings could be downgraded if there was deterioration in the
credit metrics, more aggressive financial policies, deterioration
in the cushion under existing financial covenants, and/or
deterioration in the competitive or operating environment.
Additionally, a significant acquisition could also trigger a
downgrade. Specifically, the rating could be downgraded if the
EBIT margin moved below the low teen range, leverage moved above
4.0 times and free cash flow to debt moved below 7%.

The ratings could be upgraded if Crown achieves a sustainable
improvement in credit metrics and maintains conservative financial
policies and cushion under existing financial covenants within the
context of a stable operating and competitive environment.
Specifically, the ratings could be upgraded if leverage remained
below 3.7 times, the EBIT margin remains in the double digits and
free cash flow to total debt improves to over 9%.

The principal methodology used in rating Crown was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


D.C. DEVELOPMENT: U.S. Trustee Appoints 4-Member Creditors' Panel
----------------------------------------------------------------
W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of D.C. Development, LLC.

The Creditors Committee members are:

      1. Scott Blackshaw
         Interim Committee Chairman
         Sysco Foods
         P.O. Box 20020
         Harrisonburg, Va 22801

      2. Sandy Bellow
         Adventure Sports
         250 Adventure Sports Way
         McHenry, MD 21541

      3. Kendra Geiger
         Keystonne Lime Company
         P.O. Box 278
         Springs, PA 15562

      4. David Goff
         OB Sports Golf Management LLC
         7025 East Greenway Parkway, Suite 550
         Scotsdale, AZ 22314

                     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 company posted $91,155,814 in assets and $46,141,245 in
liabilities as of the Chapter 111 filing.


DECOR PRODUCTS: Posts $422,000 Net Income in Third Quarter
----------------------------------------------------------
Decor Products International, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of US$422,281 on US$4.37 million of net
revenues for the three months ended Sept. 30, 2011, compared with
net income of US$1.12 million on US$6.82 million of net revenues
for the same period during the prior year.

The Company also reported net income of US$2.13 million on
US$15.21 million of net revenues for the nine months ended
Sept. 30, 2011, compared with net income of US$3.50 million on
US$19.70 million of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed US$42.97
million in total assets, US$10.28 million in total liabilities and
US$32.69 million in total stockholders' equity.

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

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

                        http://is.gd/UEFNax

                        About Decor Products

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


DEHLER MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Dehler Manufacturing Co., Inc.
        4200 N Pam Expressway
        San Antonio, TX 78218

Bankruptcy Case No.: 11-12856

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  JACKSON WALKER LLP
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438
                  E-mail: ptomasco@jw.com

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

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

The petition was signed by Edward J. Herman, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Lions Volunteer                                  $955,244
Blind Ind.
758 W. Morris Blvd
Morristown, TN 37813

Precision Finishing                              $731,373
P.O. Box 1501
Grass Valley, CA 95945

Allegheny Dimension                              $604,729
HC 33, Box 3
Petersburg, WV 26847

MJD Supply Company                               $555,420
9570 SW Barbur Blvd.,
Ste 311
Portland, OG

Bexar Transportation,                            $525,420
LLC
4627 Emil Road
San Antonio, TX 78219

National Wood Inc.                               $462,240
P.O. Box 65599
Salt Lake City, UT 84165

Blackhawk Steel Corp                             $411,677
Slot 303266, PO Box 66973
Chicago, IL 60666-0973

LGC Building LLC                                 $402,920
Milam Building Ste 515
115 East Travis
San Antonio, TX 78205

K-T Galvanizing                                  $321,623
2500 Chambers Street
Venus, TX 76084

Intirion-Microfridge                             $311,363
Accounts Receivable
2 Annette Road, Suite 3
Foxboro, MA 02035-1367

Shelter Forest                                   $299,997
International, Inc.
1490 SE Gideon Street,
Ste 200
Portland, OR 97202

Contract Decor Inc.                              $282,965
72-184 North Shore St.
Thousand Palms, CA 92276

Ore Pac Hardwoods                                $256,646
Products
M/S 60 P.O. Box 4300
Portland, OR 97208

Pioneer Furniture Mfg Co                         $249,922
P.O. Box 705
Athens, TN 37371-0705

Affordable Installations                         $241,618
12481 Little Deer
Creek Lane
Nevada City, CA 95959

Superior Steel Supply LLC                        $223,265
#774013, 4013 Solutions
Center
Chicago, IL 60677-4000

American Express                                 $211,778
Box 0001
Los Angeles, 90096-0001

Knoll Inc.                                       $207,678
1235 Water St.
East Greenville, PA 18041

CE McKenzie &                                    $197,871
Associates, LLC
724 S Shelmore Blvd
Suite 100
Mt. Pleasant, SC 29464

Winston-Salem                                    $186,263
Industries for the
Blind Inc.
7730 North Point Drive
Winston-Salem, NC27106


DELPHI AUTOMOTIVE: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Delphi Automotive PLC (Delphi), the parent of
Delphi Corp. The corporate credit rating was formerly assigned to
Delphi Automotive LLP. The issue ratings on the debt of Delphi
Corp, the borrower and operating company, remain unchanged. The
outlook is stable.

"While the IPO was estimated to raise proceeds for selling
shareholders of as much as $665 million, we do not believe Delphi
received any proceeds and so we do not expect any reduction in
debt. Notably, the IPO has resulted in a less concentrated
shareholder base for Delphi, the ownership base of which was
concentrated upon its exit from bankruptcy. Delphi had total
balance sheet debt of $2.2 billion as of Sept. 30, 2011, and we
expect lease-adjusted total debt to EBITDA to remain at about 2x
over the next two years. Lease-adjusted leverage for the 12 months
ended Sept. 30, 2011, at 1.4x, stood below that benchmark," S&P
related.

"The ratings on Delphi Automotive PLC reflect our opinion of the
company's significant financial risk profile and its weak business
risk profile," said Standard & Poor's credit analyst Nancy Messer.
"Delphi's significant financial profile indicates our expectation
that lease-adjusted total debt to EBITDA will remain at about 2x
over the next two years, because we believe Delphi's financial
policy will continue to favor relatively low leverage. We also
believe its restructured cost base and focused competitive
position (following emergence from bankruptcy) can support
continued, meaningful free cash generation and improved
profitability over the next two years. The rating also
incorporates our view of Delphi's liquidity as adequate under our
criteria and the company's lack of large near-term debt
maturities."

"Delphi's profitability has improved since its emergence from
bankruptcy in 2009, boosted in part by higher production volumes.
We believe Delphi's aggressive restructuring activities during its
multiyear stay in bankruptcy resulted in fewer business segments,
more diversity of customers, and reduced costs. The fair diversity
of its customer base and geographic footprint relative to the
global light-vehicle marketplace should support cash generation as
vehicle production rises, especially in North America. In Europe,
we assume Delphi can benefit from a somewhat improved
manufacturing cost structure compared with prior years and partly
from improved product mix. This is despite our expectation that
auto production there will be flat or down slightly, year over
year, in 2011, with no substantial improvement in 2012. Still,
high operating leverage remains a risk, and could lead to a
disproportionate profitability decline, if demand were to drop
suddenly," S&P said.


DETROIT, MI: Mayor Lays Out Plan to Save City from Insolvency
-------------------------------------------------------------
euroweb.com reports that Detroit City Mayor Dave Bing on Nov. 16
laid out a plan to save the city from insolvency that includes
outsourcing services, demanding union concessions and hiking the
corporate income tax.

The plan also calls on the state to correct a "historic wrong" by
returning more than $220 million in revenue sharing to the city, a
move he said would eliminate Detroit?s structural deficit and
compensate for the current fiscal year deficit of $45 million,
according to euroweb.com.

"Simply put, our city is in a financial crisis and city government
is broken," euroweb.com quotes Mr. Bing as saying.  "The reality
we?re facing is simple: If we continue down the same path we will
lose the ability to control our own destiny. For decades the city
has refused to face its fiscal reality. We cannot continue to
operate this way," the mayor said, as the city revealed that it
had only $96.1 million in cash in its coffers as of late October.

Mr. Bing, according to euroweb.com, asked for givebacks of
$40 million from city workers including police and fire employees,
and $8 million from retirees.  He also will increase the tax on
corporations by less than 1 percent effective Jan. 1, the report
adds.


DEVORE STOP: Calif. App. Ct. Affirms Ruling in Suit v. Law Firm
---------------------------------------------------------------
William G. Morschauser filed an action against Graham Vaage &
Cisneros and others, arising out of alleged misrepresentations
concerning the terms of a settlement agreement and the amount owed
to release a lien on property owned by Mr. Morschauser's
partnership.  Mr. Morschauser alleged that GVC, attorneys for the
lienholder, committed fraud and negligence.  GVC moved for summary
judgment, which the trial court granted.  Mr. Morschauser appeals,
contending the trial court erred in granting the motion, since
there were triable issues of fact as to GVC's representations,
actions, and duties.

In a Nov. 22, 2011 Opinion, available at http://is.gd/w19tg0from
Leagle.com, the Court of Appeals of California, Fourth District,
Division Two, affirmed the lower court's judgment, saying the
trial court correctly found that GVC owed no duty to Mr.
Morschauser.

Mr. Morschauser -- together with Mohammed Abdizadeh -- established
Devore Stop as a real estate development partnership in February
1989.  They held title to the real property as tenants in common.
Messrs. Morschauser and Abdizadeh each held an undivided 50%
interest in the Property, which included three contiguous parcels:
Parcel 1 is a gas station and convenience store owned and operated
by the partnership, and parcels 2 and 3 are unimproved.

On April 1, 1998, they, individually, and as Mohammed Abdizadeh
William G. Morschauser, a California Partnership, executed a
promissory note and a construction loan agreement whereby
California State Bank made a construction loan in the principal
sum of $850,000.  The loan was secured by a deed of trust on
parcels 1 and 2.  On March 24, 1999, Mr. Abdizadeh executed a
promissory note and business loan agreement whereby First Security
Bank of California made a business loan to Mr. Abdizadeh in the
principal amount of $150,000.  This loan was secured by a deed of
trust on parcel 3.  Later, Wells Fargo Bank became the owner of
both by merger with First Security Bank of California.

In May 2001, Mr. Abdizadeh lost his Arco AM/PM franchise rights
and could not make the monthly rent payments due for use of the
Property.  Commencing in July 2002, Wells Fargo proceeded with a
nonjudicial foreclosure of the Property; however, Mr. Abdizadeh
filed individual bankruptcy in order to stop the foreclosure
proceedings.  Mr. Abdizadeh's bankruptcy case was dismissed on
Dec. 18, 2002.

On April 4, 2003, DS Partnership filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code to stop the
foreclosure.  Mr. Morschauser, personally, as one of the general
partners of DS Partnership, signed the bankruptcy petition and all
supporting pleadings.  He listed himself and Mr. Abdizadeh as
general partners in the bankruptcy petition without any limiting
language as to their respective powers or duties.  The petition
identifies the attorney for DS Partnership as Arshak Bartoumian of
the Law Office of Stanley W. Hodge.  At the bankruptcy hearings,
Mr. Bartoumian appeared as counsel for DS Partnership, while Mr.
Morschauser appeared on behalf of DS Partnership and himself.  At
no time did Mr. Morschauser claim that Mr. Abdizadeh was not
authorized to act on behalf of the partnership.

In April 2003, Wells Fargo sold its interest in the deeds of trust
to Continental Capital LLC.  Shortly after acquiring the deeds of
trust, ConCap retained Cisneros of GVC for the sole purpose of
representing ConCap's interest in DS Partnership bankruptcy.

The case is WILLIAM MORSCHAUSER, Plaintiff and Appellant, v.
GRAHAM VAAGE & CISNEROS, Defendant and Respondent, No. E050809
(Calif. App. Ct.).

William G. Morschauser is represented by:

          Robert J. McKennon, Esq.
          Eric J. Schindler, Esq.
          Scott E. Calvert, Esq.
          Reid A. Winthrop, Esq.
          McKENNON SCHINDLER LLP
          20321 SW Birch St., Suite 200
          Newport Beach, CA 92660
          Tel: 949-387-0494
          Fax: 949-464-9714
          E-mail: rm@mslawllp.com
                  es@mslawllp.com
                  sc@mslawllp.com
                  rw@mslawllp.com

GVC is represented by:

          Susan L. Vaage, Esq.
          GRAHAM VAAGE LLP
          500 North Brand Boulevard, Suite 1030
          Glendale, CA 91203
          Tel: 818-547-4800
          Fax: 818-547-3100
          E-mail: svaage@grahamvaagelaw.com


DLH MASTER: Court Approves Amended Plan & $2MM Exit Financing
-------------------------------------------------------------
Bankruptcy Judge Harlin Dewayne Hale confirmed the Amended and
Restated Seventh Plan of Reorganization for DLH Master Land
Holding filed with the Court on Nov. 22, 2011.  Judge Hale also
approved the Term Loan to Reorganized DLH.

The DLH Plan provides for a $2,000,000 line of credit to be
provided to Reorganized DLH to be provided by various insiders of
DLH, including one or more of the existing DIP/Term Lenders, Luke
Allen, and Richard Allen.  Richard Allen, who, individually, is a
debtor in a Chapter 11 proceeding which is jointly administered
with the DLH case, has sought the Court's authorization to make a
loan of up to $875,000 to Reorganized DLH as his portion of the
$2,000,000 Line of Credit.

The Court noted that the Line of Credit is secured pari passu with
all existing advances by the DIP Lenders.  Those existing advances
to DLH as of the Effective Date total roughly $2.8 million.  The
fair market value of the collateral securing any existing and
future advances is approximately 20 times the amount of such
maximum advance.  If the Parcel 4 and Parcel 5 sales close,
relatively few dollars will be required and Richard Allen as a
debtor in possession is exercising appropriate business judgment
by potentially making a high interest loan at 13.25% per annum,
which is well secured by collateral, to preserve more than $13
million in potential value of Richard Allen's indirect ownership
interest in DLH.

The Court has directed that no payments shall be made by
Reorganized DLH on the Richard Allen loan unless Reorganized DLH
is current on all of its obligations owed under the DLH Plan at
the time of any such proposed payment.

The Court finds that the decision by Richard Allen to participate
in the Line of Credit to Reorganized DLH in an amount of up to
$875,000 is a sound exercise of business judgment.

The Court also noted that the willingness of the DIP Lenders to
convert the DIP Loan to a Term Loan under the DLH Plan provides
Reorganized DLH financial flexibility which would not be available
if the DIP Lenders insisted upon payment in full of the DIP Loan
on the Effective Date (which the DIP Lenders have a legal right to
insist upon).  Further, the agreement of one or more of the DIP
Lenders, together with Richard Allen and Luke Allen, to provide a
Line of Credit of up to $2,000,000 provides an additional source
of funds so that Reorganized DLH will be capable of performing
under the Plan.  The Court finds that the terms of the Term Loan
under the DLH Plan, and the terms of the Line of Credit provided
by one or more of the DIP Lenders, Richard Allen, and Luke Allen,
as modified in the DLH Plan at the direction of the Court --
including a fixed interest rate on the Term Loan of 13.25% per
annum -- are fair and reasonable under the circumstances.

A copy of Judge Hale's Nov. 23, 2011 Findings of Fact, Conclusions
of Law and Order is available at http://is.gd/rO0PMafrom
Leagle.com.

                       About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  Allen disclosed $220,325,201 in
assets and $160,622,236 in liabilities as of the Chapter 11
filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.

An Official Committee of Unsecured Creditors has been appointed.

Secured creditor BBVA Compass is represented by Kenneth Stohner,
Jr., Esq. -- kstohner@jw.com -- at Jackson Walker L.L.P.
So-called Pool 2 and Pool 4 secured creditors are represented by
Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, L.L.P.

There are two separate Chapter 11 plans filed in the Debtors'
Chapter 11 cases -- one filed by RSAI and Richard Allen, and
another filed by DLH and Allen Capital Partners.

Debtors Richard Allen and RSAI filed their original Joint Plan of
Reorganization on Aug. 18, 2010.  However, after filing the
original Plan, due to delays and disputes related to the DLH and
ACP Plan, Allen and RSAI determined it was most efficient to wait
until the ACP and DLH Plan was confirmed before proceeding to
confirmation of the Allen and RSAI Plan.

An Amended Fifth Joint Plan of Reorganization was filed for Allen
Capital Partners and DLH Master Land Holding, but in an order
dated Oct. 12, 2011, Bankruptcy Judge Harlin D. Hale confirmed the
Plan only as to ACP.


DORAL PROPERTIES: Moody's Cuts Ratings on Sr. Sec. Bonds to Caa1
----------------------------------------------------------------
Moody's Investors Service has corrected the rating history of
three senior secured bonds (CUSIPs 74527BLB8, 74527BLD4, and
74527BLC6) issued by Doral Properties, Inc. through the Puerto
Rico Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority (AFICA) by lowering their
ratings to Caa1 from Ba2. Doral Properties, Inc. is a wholly-owned
subsidiary of Doral Financial Corporation (Doral Financial). The
correction aligns the AFICA bond ratings with Doral Financial's
Caa1 senior unsecured debt rating.

Doral Financial is legally responsible for the payments on the
AFICA bonds that are currently outstanding. Due to an
administrative error, the ratings of these three bonds were
inadvertently omitted from several rating actions relating to
Doral Financial.

The complete corrected rating history of these three bonds is as
follows:

October 8, 1999 -- Baa3 assigned;

June 29, 2001 -- Baa3 upgraded to Baa2;

April 21, 2005 -- Baa2 placed on review for downgrade;

June 10, 2005 -- Baa2 downgraded to Baa3 and placed on review for
downgrade;

September 6, 2005 -- Baa3 downgraded to Ba1 and placed on review
for downgrade;

October 28, 2005 -- Ba1 downgraded to Ba3;

March 23, 2006 -- Ba3 downgraded to B1;

January 5, 2007 -- B1 downgraded to B2 and placed on review for
downgrade;

July 19, 2007 -- B2 confirmed;

December 18, 2007 -- B2 upgraded to B1;

March 17, 2009 -- B1 downgraded to B2;

September 9, 2009 -- B2 downgraded to Caa1.


DPL INC: S&P Lowers Rating on Preferred Stock to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on DPL Inc. and principal subsidiary Dayton Power & Light
Co. (DP&L) to 'BBB-' from 'A-'. "We also removed all ratings on
DPL and DP&L from CreditWatch with negative implications, where
they were placed on April 20, 2011. The outlook is stable.

"At the same time, we lowered the preferred stock at DPL to 'BB'
from 'BBB', and the senior secured debt at DP&L to 'BBB+' from
'A'. The '1+' recovery rating on DP&L's senior secured debt
remains unchanged, based on collateral coverage of more than
1.5x," S&P said.

Upon completion of the transaction, Dolphin Subsidiary II (a
wholly owned special-purpose subsidiary of AES Corp. [BB-/Stable/-
]) will merge into DPL and will cease to exist. As surviving
entity, DPL will assume all obligations under the $1.25 billion of
senior unsecured notes that were issued in September 2011 by
Dolphin.

Approximately $1.223 billion of consolidated long-term debt was
outstanding at Sept. 30, 2011. This excludes the $1.25 billion of
recently issued notes by Dolphin Subsidiary II that will be
assumed by DPL upon closing of the merger.

"The lower ratings are attributable to the soon to be completed
acquisition of DPL by lower rated AES and the substantial amount
of additional acquisition-related debt leverage at DPL," explained
Standard & Poor's credit analyst Barbara Eiseman. "Moreover, we
believe that the combination with an entity that has significantly
weaker business risk and financial risk profiles, and the ample
leverage employed in this transaction, demonstrates a lack of
commitment to credit quality by DPL's management."

The ratings on DPL Inc. reflect its consolidated credit profile,
which includes its association with the weaker credit quality of
its soon to be new ultimate parent AES Corp. (BB-/Stable/--). DPL
is the holding company for regulated electric utility Dayton Power
& Light Co. (DP&L). The ratings also reflect DPL's excellent
business risk profile and its post-merger aggressive financial
profile.

"The company has received all required regulatory approvals, with
the Public Utility Commission of Ohio's (PUCO) approval on Nov.
22, 2011. The commission did not impose any onerous conditions on
DP&L that would damage its creditworthiness. Accordingly, we
expect AES to complete its acquisition of DPL almost immediately.
The $3.5 billion acquisition was financed with $1.25 billion of
debt at DPL and the balance by AES. Because the interest rate
environment is uncertain, AES had already raised financing at the
parent level in the form of a $1.05 billion secured term loan
facility (at about 5.7%, through 2018) and $1 billion of senior
unsecured notes (7.375%, due 2021). However, locking interest
rates on the final $1.25 billion of acquisition financing (that
now reside at DPL) posed some challenges as that financing could
not be raised until all regulatory approvals for the merger were
received. Consequently, AES has incorporated Dolphin Subsidiary II
Inc. (Dolphin), an interim financing conduit and subsidiary of
Dolphin Subsidiary II Holdings Inc. (a subsidiary of AES), to
raise the final $1.25 billion tranche. Upon completion of the
merger transaction, Dolphin Subsidiary II will reverse merge into
DPL Inc. and cease to exist. The $1.25 billion of notes will
become the obligations of DPL," S&P said.

"DPL's and DP&L's ratings are higher than parent AES. AES has
indicated its intent to put structural protections (separateness
agreement), an independent director, and debt limitations and
covenants that provide a degree of insulation to the subsidiary in
place in a timely manner. DPL's and DP&L's ratings depend on
satisfactory documentation of such enhancements to create
separation for DPL and DP&L from the lower rated parent. Absent
the satisfactory and timely completion of these insulating
measures, we would rate DPL and DP&L on par with AES at 'BB-',"
S&P said.

"The stable outlook on the ratings reflects our expectations that
DPL will not issue additional debt for the primary purpose of
distributing its proceeds as a dividend to AES. Should DPL do so,
our analysis of the company's financial policy would be
significantly altered, and we would most likely lower the
rating multiple notches. Specifically, our post-acquisition
baseline forecast of adjusted to total debt hovers around 12% and
total debt to total capitalization stands at approximately 55%,"
S&P related.

"We would lower the ratings if we downgrade AES," said Ms.
Eiseman, "and we could also downgrade DPL and DP&L if financial
measures weaken to below our baseline forecast or if the company's
business risk profile weakens, which would most likely occur if
the company's regulatory risk increases or the weakened economy
and retail competition damages the company's business risk and
financial risk profiles." "Specifically, we could revise the
company's business risk profile to strong when it files its next
ESP in March 2012 if we believe that risk will increase. An
upgrade is not possible given our criteria that allows for the
company to be rated no more than three notches above the parent if
ring-fencing structure meets our criteria. This assumes the
weakened economy and increasing retail competition do not
materially harm it and that there is no material increase in debt
leverage."


DRUMMOND CO: S&P Lifts Corp. Credit Rating to BB; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Birmingham, Ala.-based Drummond Co. Inc. to 'BB' from
'BB-'. The rating outlook is stable.

"At the same time, we removed all ratings from CreditWatch, where
they were placed with developing implications on July 22, 2010,"
S&P said.

"In addition, we withdrew all issue-level ratings on Drummond's
outstanding senior notes because the notes have been redeemed,"
S&P related.

"The upgrade reflects our expectations that Drummond will operate
with minimal debt going forward because the sale of its 20%
interest in its Colombian operations has provided cash proceeds
sufficient to repay all its book debt and provide additional
liquidity," said Standard & Poor's credit analyst Maurice Austin.
"As a result, we have reassessed our view of the company's
liquidity position, which we now consider to be strong. The rating
and outlook also incorporate our expectations that the company's
operating performance for 2011 and 2012 will improve compared with
2010, given its current contract prices for steam coal, and that
higher-margin met coal production will increase due to the
acquisition of the Twin Pines operations."

"The corporate credit rating on Drummond reflects what Standard &
Poor's considers to be the combination of the company's weak
business risk profile and intermediate financial risk profile.
This is evidenced through the company's exposure to the risks of
operating in Colombia, where it derives most of its cash flows;
dependence on cyclical end markets; and limited operating
diversity. Still, Drummond maintains a relative cost advantage
compared with most eastern U.S. coal companies, enjoys a good
strategic location as a seaborne coal exporter, and possesses
credit measures that we would consider good for the rating given
its weak business profile," S&P said.

"The stable rating outlook reflects our expectation that the
company's operating performance during 2012 will benefit from
improved pricing for contracted coal. As a result, we expect
Drummond's credit measures to be maintained at a level we would
consider good for the rating, with debt to EBITDA below 1x," S&P
said.

"A negative rating action could occur if credit metrics
deteriorate significantly from current levels because of operating
disruptions at Drummond's mines or weaker-than-expected coal
volumes and realized prices. Specifically, we could take a
negative rating action if leverage increases and is maintained
above 3x, which could occur if there is an operating disruption
in Colombia for a prolonged period of time," S&P related.

"A positive rating action seems less likely in the near term,
given our assessment of the company's weak business risk profile,
and our expectations that the company would increase leverage from
current levels. We believe that raising the rating would likely
require a strengthening of its business risk profile through
materially improving geographic and customer diversification
without any significant increase in debt leverage," S&P said.


DTF CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: DTF Corporation
          fka International Hospital Corporation
        1020 Three Lincoln Centre
        5430 LBJ Freeway
        Dallas, Tx 75240

Bankruptcy Case No.: 11-37362

Chapter 11 Petition Date: November 21, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  LAW OFFICE OF JOHN P. LEWIS, JR.
                  1412 Main Street, Suite 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928
                  E-mail: jplewisjr@mindspring.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 Gary B. Wood, CEO and director.


DUTCH GOLD: Incurs $1.7 Million Net Loss in Third Quarter
---------------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.78 million on $0 of sales for the three months
ended Sept. 30, 2011, compared with a net loss of $599,202 on $0
of sales for the same period a year ago.

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

The Company also reported a net loss of $4.38 million on $0 of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $2.40 million on $0 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.77
million in total assets, $7.30 million in total liabilities and a
$4.53 million total stockholders' deficit.

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

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

                        http://is.gd/NlgSl5

                         About Dutch Gold

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


DYNEGY INC: Resources Capital Wants Ch. 11 Cases Dismissed
----------------------------------------------------------
Resources Capital Management Corporation; Resources Capital Asset
Recovery, L.L.C., Series DD and Series DR; Roseton OL LLC; and
Danskammer OL LLC -- also known as the PSEG Entities -- ask the
Judge Cecelia Morris of the U.S. Bankruptcy Court for the
Southern District of New York to dismiss the Chapter 11 cases of
Dynegy Holdings, LLC, and its Debtor affiliates.

Heather D. McArn, Esq., at Jenner & Block LLP, in New York,
contends that the Court should dismiss the Debtors' bankruptcy
cases because the Debtors have fraudulently and without good
faith manufactured an artificial insolvency in an effort to
impose the limitations of Section 502(b)(6) of the Bankruptcy
Code upon a handful of the Debtors' creditors.  Ms. McArn says a
certain "Control Group" seek to exploit that artificial
insolvency to take unfair advantage of Section 502(b)(6)'s cap on
certain lease rejection damages.

"Dynegy Inc.'s scheme, if successful, would turn the Bankruptcy
Code on its head by allowing Dynegy Inc. to extract and retain
much of the value of the Debtors and reap the benefits of the
prepetition fraudulent transfers that rendered the Debtors
artificially insolvent and caused them to file for bankruptcy
relief in the first instance," Ms. McArn argues.

Dynegy Inc., Ms. McArn alleges, caused the Debtors to file the
bankruptcy cases in the wake of three state court lawsuits,
including one filed on November 4, 2011, by the PSEG Entities,
all of which allege that Dynegy and certain members of the
Control Group engaged in actual or constructive fraud when they
rendered Dynegy Holdings artificially insolvent by engaging in a
restructuring scheme designed solely to benefit Dynegy Inc. and
its shareholders, including Icahn Capital and Seneca, at the
expense of Dynegy Holdings and its creditors.  She adds that in
June 2011, after a series of failed efforts to gain leverage and
control over Dynegy Inc. and its subsidiaries' assets, Icahn
Capital, along with Seneca, seized majority control of Dynegy
Inc.'s board of directors after which Dynegy carried out a
refinancing transaction that transferred Dynegy Holdings'
valuable assets to certain bankruptcy-remote "ring-fenced"
affiliates.

Ms. McArn explains that in doing so, Dynegy and certain members
of the Control Group created an artificial liquidity crisis at
Dynegy Holdings by restricting the ring-fenced entities'
dividends to Dynegy Holdings to approximately half of what it
would need to meet its debt service obligations.  She says that
the first step of Dynegy's restructuring scheme is by
fraudulently transferring virtually all of its value and assets
to two newly-created bankruptcy-remote "ringfenced" entities, one
-- called "CoalCo" -- to hold all of its valuable coal assets,
and another -- called "GasCo" -- to hold all of its valuable gas
assets.

These bankruptcy-remote entities were structured so that although
Dynegy Holdings technically was the sole member of each, it could
not compel distributions from either of them because any
distribution required the approval of an independent manager, and
because of artificial caps on the amount of distributions the
entities can make per year, Ms. McArn contends.  She notes that
according to a Standard & Poor's report from July 19, 2011, the
caps will make it impossible for Dynegy Holdings to cover its
obligations.

On July 22, 2011, Roseton OL and Danskammer OL filed a verified
complaint against Dynegy Holdings in the Delaware Court of
Chancery seeking to prevent Dynegy Holdings from making certain
proposed Transfers because of their concern that those Transfers
"would turn into a hollow shell DHI's guaranty of $920 million in
financing provided by PSEG."  Contemporaneous with the filing of
their complaint, Roseton OL and Danskammer OL filed a Motion for
Temporary Restraining Order, seeking to enjoin Dynegy Holdings
from proceeding with its proposed Transfers until after a
preliminary injunction hearing.

In its opposition to the Motion for Temporary Restraining Order,
Dynegy Holdings repeatedly represented to the Delaware Chancery
Court, as a basis for denying the motion, that following the
Transfers and related restructuring, Dynegy Holdings would
continue to own the same assets that it owned prior to the
restructuring.  Dynegy Holdings' and Dynegy Inc.'s Board of
Directors member Samuel Merksamer made representations in
support.

Ms. McArn tells the Court that Dynegy Holdings later took actions
contrary to every one of those representations.  She notes that,
most critically, before Dynegy Holdings made the representations,
Dynegy Inc. had negotiated -- but did not publicly disclose until
later -- in a new financing agreement secured by CoalCo's assets
an express carve-out providing that a transfer of the CoalCo
assets from Dynegy Holdings to Dynegy Inc. would not constitute a
default.

Furthermore, Ms. McArn argues that in direct contravention of
representations Dynegy made to the Delaware Chancery Court,
Dynegy Inc. took from Dynegy Holdings its valuable portfolio of
coal-fueled plants for clearly inadequate consideration via
another corporate restructuring.

Dynegy Inc.'s desire to misuse the Bankruptcy Code is the primary
reason it stripped Dynegy Holdings of its assets and then caused
the Debtors to file their bankruptcy petitions seeking to take
advantage of the artificial insolvency that resulted from the
fraudulent transfers, Ms. McArn asserts.

"Dynegy Inc. cannot be both the cause and the beneficiary of
Dynegy Holdings' artificial insolvency," she argues.

Accordingly, Ms. McArn asserts that the Court should dismiss the
Debtors' bankruptcy cases because they were filed in bad faith.
She adds that since the Debtors are hopelessly conflicted to the
point where they have preemptively refused to pursue fraudulent
transfer claims against Dynegy Inc. and its affiliates, the
bankruptcy cases should be dismissed pursuant to Section
1112(b)(4)(B) of the Bankruptcy Code.

The request will be considered on a hearing scheduled for Dec. 2,
2011, at 10:00 a.m.  Objections are due Nov. 28.

The PSEG Entities are represented by:
        Heather D. McArn, Esq.
        JENNER & BLOCK LLP
        919 Third Avenue, 37th Floor
        New York, New York 10022-3908
        Tel: (212) 891-1613
        Fax: (212) 909-0870
        E-mail: hmcarn@jenner.com

           -- and --

        Anton R. Valukas, Esq.
        David J. Bradford, Esq.
        Daniel R. Murray, Esq.
        JENNER & BLOCK LLP
        353 North Clark Street
        Chicago, Illinois 60654-3456
        Tel: (312) 222-9350
        Fax: (312) 527-0484
        E-mail: avalukas@jenner.com
                dbradford@jenner.com
                dmurray@jenner.com

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Resources Capital Joins in Plea for Examiner
--------------------------------------------------------
Resources Capital Management Corporation; Danskammer OL, LLC;
Roseton OL, LLC; and Resources Capital Asset Recovery, L.L.C.,
Series DD and Series DR join in U.S. Bank National Association's
request to appoint an examiner to investigate and report on the
conduct of Dynegy Holdings LLC, certain of its affiliates and
directors, and certain significant equity holders of Dynegy Inc.

The PSEG Entities assert that the Debtors' commencement of the
Chapter 11 cases is the most recent step in a scheme orchestrated
by non-debtor Dynegy Inc. and its other non-Debtor affiliates,
along with each of their the directors, and certain significant
equity holders of Dynegy Inc. to strip value from the Debtors,
and in particular Dynegy Holdings LLC, for the benefit of Dynegy
Inc. and its equity holders -- and to create an artificial
insolvency so as to seek to take unfair advantage of
Section 502(b)(6) of the Bankruptcy Code's cap on rejection
damages.

Heather D. McArn, Esq., at Jenner & Block LLP, in New York, says
Dynegy Inc.'s scheme, if successful, would turn the Bankruptcy
Code on its head by allowing Dynegy Inc. not only to retain its
equity interest in the Debtors, but also to reap the benefits of
the prepetition fraudulent transfers that rendered the Debtors
"insolvent" and caused them to file for bankruptcy relief in the
first instance.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Debtors Propose White & Case for Lease Rejections
-------------------------------------------------------------
Dynegy Holdings LLC and its Debtor affiliates ask the Court for
authority to employ White & Case LLP as special counsel nunc pro
tunc to the Petition Date with respect to matters directly
related to the Debtors' proposed rejection of certain lease
documents during the Chapter 11 cases.

The Debtors tell the Court that since their employment of Sidley
Austin LLP, White & Case has continued to represent the Debtors
with respect to the restructuring, negotiation, or potential
litigation of (i) the Facility Lease Agreement, dated as of
May 8, 2001 between Danskammer OL LLC, as Owner Lessor, and
Danskammer, as Facility Lessee, pertaining to Units 3 and 4 of
the Danskammer Power Station in Newburgh, New York, (ii) the
Facility Lease Agreement, dated as of May 8, 2001 between Roseton
OL LLC, as Owner Lessor, and Roseton, as Facility Lessee,
pertaining to Units 1 and 2 of the Roseton Power Station in
Newburgh, New York, and (iii) certain other related executory
agreements and unexpired leases.

Specifically, the Debtors need White & Case to:

  * assist in reviewing, evaluating, assessing, monitoring and
    pursuing any action related to the Lease Rejection and make
    recommendations to the Debtors' board of directors;

  * prepare any pleadings related to the Lease Rejection;

  * engage in any discussions or negotiations with counsel and
    advisors to the Owner Lessors and/or the Certificate Holders
    regarding the Lease Rejection and related issues as may be
    necessary and as the Debtors deem appropriate;

  * coordinate with the Debtors' general bankruptcy counsel,
    financial advisors and any regulatory counsel in regard to
    the Lease Rejection, including in regard to the transition
    of the Leased Facilities to the Owner Lessors;

  * appear in Court and protect the interests of the Debtors
    before the Court with respect to the Lease Rejection; and

  * perform all other necessary legal services in connection
    with the Lease Rejection in the Chapter 11 Cases.

Thomas E. Lauria, Esq., a partner at White & Case, tells the
Court that for the 12 months preceding the commencement of the
Chapter 11 Cases, White & Case received payments aggregating
approximately $5,941,818, of which $1,166,666 was paid by Debtor
Dynegy Holdings, for professional fees and expenses incurred with
respect to the representation of both the Debtors and their non-
Debtor affiliates in conjunction with restructuring, real estate,
litigation and corporate matters.

The Debtors will pay for the Services based on White & Case's
regular hourly rates, which range from:

    Partners                        $700 to $1,100
    Counsel/Associates              $365 to $725
    Paraprofessionals               $205 to $295

In addition, the Debtors will reimburse White & Case's necessary
out-of-pocket expenses.

According to Mr. Lauria, the Debtors, Dynegy Inc., and his firm
agreed that the Debtors will pay 60% and Dynegy Inc. will pay 40%
of the fees and expenses incurred by the firm in respect of the
proposed retention.

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

Mr. Lauria may be reached at:

        Thomas Lauria, Esq.
        WHITE & CASE LLP
        1155 Avenue of the Americas
        New York, NY 10036-2787
        Tel: (212) 819-2637
        E-mail: tlauria@whitecase.com

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Proposes to Tap FTI Consulting as Advisor
-----------------------------------------------------
Dynegy Holdings LLC and its Debtor affiliates ask the Court for
authority to employ FTI Consulting, Inc., as financial advisor
and consultant nunc pro tunc to the Petition Date.

The Debtors anticipate that FTI will perform these services,
among others, in the Chapter 11 cases:

  (a) provide restructuring and bankruptcy advisory services as
      directed by counsel; and

  (b) provide other services as mutually agreed.

In connection with FTI's engagement, the firm's payment will be
based upon the time incurred providing services, multiplied by
FTI's standard hourly rates:

  Senior Managing Directors                  $780 to $895
  Directors/Managing Directors               $560 to $745
  Consultants/Senior Consultants             $280 to $530
  Administrative/Paraprofessionals           $115 to $230

Fees for the Services will be subject to a $125,000 monthly cap.
Fees in excess will require approval of the Debtors' board of
directors.

On the Petition Date, the Debtors made a $25,000 payment to FTI.
The Cash on Account will be held by FTI "on account" to be
applied to its approved professional fees, charges and
disbursements for the engagement.

In the event the Debtors, or any of their subsidiaries or
affiliates, hire an FTI employee or principal that is involved in
FTI's engagement by the Debtors, the Debtors will pay FTI a cash
fee, upon hiring, equal to 150% of the aggregate first year's
annualized compensation, including any guaranteed or target bonus
and equity award, to be paid to FTI's former employee or
principal that the Debtors, or any of their subsidiaries or
affiliates, hire at any time up to one year subsequent to the
date of the final invoice rendered by FTI with respect to FTI's
engagement in the Chapter 11 cases; provided, however, that
notwithstanding the foregoing, neither the Debtors, nor any of
their subsidiaries or affiliates, will have any liability unless
(i) the Debtors, or any of their subsidiaries or affiliates, were
introduced to the employee or principal solely through the
employee or principal's work on FTI's engagement in these Chapter
11 cases and (ii) the employee or principal did not respond to a
general solicitation for employment but the Debtors, or their
subsidiaries or affiliates.

The Debtors have agreed to indemnify and hold harmless FTI and
any of its subsidiaries and affiliates, officers, directors,
principals, shareholders, agents, independent contractors and
employees from and against any and all claims, liabilities,
damages, obligations, costs and expenses arising out of or
relating to the Debtors' retention of FTI, the execution and
delivery of the Engagement Letter, the provision of Services or
other matters relating to or arising from the Engagement Letter,
except to the extent that any claim, liability, obligation,
damage, cost or expense will have been determined by final non-
appealable order of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the
Indemnified Person or Persons in respect of whom the liability is
asserted.

Michael Buenzow, a senior managing director of FTI, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Debtors Win Nod for Epiq as Administrative Agent
------------------------------------------------------------
Dynegy Holdings, LLC, and its debtor affiliates sought and
obtained approval from the bankruptcy court y to employ Epiq
Bankruptcy Solutions LLC as administrative agent nunc pro tunc to
the Petition Date.

The Debtors seek to retain Epiq to:

  a. assist with, among other things, solicitation, balloting
     and tabulation and calculation of votes, as well as
     prepare any appropriate reports, as required in
     furtherance of confirmation of a plan of reorganization;

  b. generate an official ballot certification and testify,
     if necessary, in support of the ballot tabulation results;

  c. gather data in conjunction with the preparation, and
     assist with the preparation, of the Debtors' schedules of
     assets and liabilities and statements of financial affairs;

  d. generate, provide and assist with claims reports,
     claims objections, exhibits, claims reconciliation, and
     related matters;

  e. provide a confidential data room;

  f. provide a call center or other creditor hotline,
     respond to creditor inquiries via telephone, letter,
     e-mail, facsimile or otherwise, as appropriate, and related
     services;

  g. manage and coordinate the publication of legal notices,
     as requested;

  h. manage any distributions pursuant to a confirmed plan of
     reorganization; and

  i. provide other claims processing, noticing, solicitation,
     balloting and other administrative services.

In addition to Epiq's regular service fee, the Debtors will
reimburse Epiq's necessary out-of-pocket expenses.  A copy of
Epiq's pricing schedule is available for free at:

       http://bankrupt.com/misc/Dyngy_Epiq_PriceSked2.pdf

                        About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Board Terminates Stockholder Protection Rights Plan
---------------------------------------------------------------
On Nov. 17, 2011, the Board of Directors of Dynegy Inc.
unanimously voted to terminate the Stockholder Protection Rights
Agreement, dated as of Nov. 22, 2010, as amended by Amendment No.
1, dated Dec. 15, 2010, and Amendment No. 2, dated Feb. 21, 2011,
by and between Dynegy and Mellon Investor Services LLC, as the
Rights Agent.

The Rights Plan provided for a dividend of one right for each
outstanding share of common stock, par value $0.01 per share, of
Dynegy held of record at the close of business on Dec. 2, 2010, or
issued thereafter.  Each Right entitled its registered holder to
purchase from Dynegy, under the circumstances defined in the
Rights Plan, one one-hundredth of a share of Participating
Preferred Stock, par value $0.01 per share, for an exercise price
as determined under the Rights Plan.

Pursuant to the Rights Plan, immediately upon the action of the
Board to elect to terminate the Rights, without any further action
and without any notice, the right to exercise the Rights
terminated, each Right is null and void and the Rights Plan
expired.

                        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)


EASTSIDE FELLOWSHIP: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Eastside Fellowship, Incorporated
        P.O. Box 2200
        Shallotte, NC 28459

Bankruptcy Case No.: 11-08897

Chapter 11 Petition Date: November 21, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: James S. Price, Esq.
                  JAMES S. PRICE & ASSOCIATES
                  P.O. Box 3006
                  Wilmington, NC 28406
                  Tel: (910) 791-9422
                  Fax: (910) 791-0432
                  E-mail: jim@jamesspricelaw.com

Scheduled Assets: $628,726

Scheduled Debts: $1,048,400

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-08897.pdf

The petition was signed by Bobby R. Causey, pastor and president.


ELEPHANT & CASTLE: Original Joe's Signs Deal to Buy Firm
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Elephant & Castle Group Inc., the operator of 19
Britishstyle restaurant pubs in the U.S. and Canada, landed a
contract to sell the business for $22.75 million unless a better
offer turns up at auction.  According to the report, the intended
buyer is an affiliate of the Original Joe's restaurant chain from
Calgary, Alberta.  There will be a hearing on Nov. 29 in U.S.
Bankruptcy Court in Boston for approval of auction and sale
procedures.

         About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


EPAZZ INC: Buys All Assets of K9 Bytes for $205,000
---------------------------------------------------
Epazz, Inc., on Oct. 26, 2011, entered into an Asset Purchase
Contract and Receipt Agreement with K9 Bytes, Inc..  Pursuant to
the Purchase Contract, the Company purchased all of K9 Bytes
assets, including all of its intellectual property, its business
trade name, Web site (k9bytessoftware.com), furniture, fixtures,
equipment and inventory, accounts receivable and goodwill in
consideration for an aggregate of $205,000, of which $175,000 was
paid in cash at the closing and $30,000 was paid by way of a
Balloon Installment Promissory Note.  The Company did not purchase
and K9 Bytes agreed to retain and be responsible for any and all
liabilities of K9 Bytes.  The Company agreed to indemnify and hold
K9 Bytes harmless against, among other things, any claims and
liability associated with the future operations of the assets
purchased pursuant to the Purchase Contract and K9 Bytes agreed to
indemnify and hold us harmless against any misrepresentations made
by K9 Bytes in the Purchase Contract; any failure of K9 Bytes to
perform any required term or condition of the Purchase Contract
and any debts or other obligations of K9 Bytes not specifically
assumed pursuant to the Purchase Contract in excess of $2,000.

The K9 Note accrues interest at 6% per annum and is payable in
monthly installments of $333 per month starting in November 2011
and ending on Oct. 26, 2014, at which time the then remaining
balance of the K9 Note ($23,017, assuming no additional payments
other than those scheduled) is due.  The repayment of the K9 Note
is secured by all of the securities of K9 Sub, which owns all of
the assets purchased as a result of the Purchase Contract,
provided that the third party (as defined below), as a result of
the Loan, has a first priority security interest to such
securities.  The K9 Note is also personally guaranteed by Shaun
Passley, the Company's Chief Executive Officer.

The Company raised the funds paid to K9 Bytes in connection with
the Purchase Contract through a $235,000 Small Business
Association loan obtained by K9 Sub from a third party.  The Loan
has a term of 10 years; bears interest at the prime rate plus
2.75% per annum (currently 6%), adjusted quarterly; is payable in
monthly installments (beginning in December 2011) of $2,609 per
month; is guaranteed by the Company and personally guaranteed by
Shaun Passley, the Company's Chief Executive Officer; and is
secured by all of the assets of K9 Sub and the Company, 100% of
the outstanding capital of K9 Sub which is held by the Company,
and a life insurance policy on Mr. Passley's life in the amount of
$235,000.  A total of approximately $10,000 of the amount borrowed
under the Loan was used to pay closing fees in connection with the
loan, $175,000 was used to pay K9 Bytes the cash amount due
pursuant to the terms of the Purchase Contract and $50,000 of such
loan amount was made available for working capital for the Company
and K9 Bytes Illinois.

K9 Bytes agreed to subordinate the K9 Note to the third party's
rights under the Loan.  Additionally, Mr. Passley agreed to
subordinate the amount he is owed by the Company under a $184,559
promissory note to the repayment of the Loan.

In connection with the Purchase Contract, the owner of K9 Bytes
and the Company (through K9 Sub) entered into a Consulting
Agreement, pursuant to which the owner of K9 Bytes agreed to
provide part-time consulting services to the Company for a period
of four weeks following closing and provide additional consulting
services as requested by the Company for up to an additional 30
days at the rate of $75 per hour.  The owner of K9 Bytes and the
Company also entered into an Agreement Not to Compete, pursuant to
which such owner agreed not to compete against the Company for
three years and four weeks from the closing of the Purchase
Contract.

Included in the assets acquired through the Purchase Contract was
the K9 Koordinator software.  The software was designed to focus
on applications related to pet care: pet boarding, daycare,
grooming, training, and other pet care services (including dog
walking and pet sitting).  Products can be used for most animal
types such as dogs, cats, horses, birds, rodents, snakes and pigs.

The K9 Koordinator is a complete management system for pet resorts
(boarding kennels), pet daycare centers, pet sitters, dog walkers,
grooming shops, and mobile groomers.  The K9 Koordinator was
designed to efficiently and easily manage scheduling, clients, pet
information, services, and retail information.

Key components of the K9 Koordinator software include webcam
integration, giftcard processing and management, and virtual
kennel layout for run assignments.

The K9 Koordinator has over 20 years of development and usage in
the pet care industry.  K9 Koordinator users include pet resorts,
boarding kennels, grooming shops, mobile groomers, trainers, dog
walkers, pet sitters, animal hospitals, shelters, rescue
organizations, and pet retailers.

In connection with and furtherance of the Purchase Contract, the
Company (a) borrowed an aggregate of $235,000 pursuant to the
Loan and (b) paid the seller $205,000 including $30,000 pursuant
to and in connection with the K9 Note.

                        About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

The Company's balance sheet at March 31, 2011, showed $1.9 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $557,841.

                        Bankruptcy Warning

The Company currently anticipates that it will need approximately
$100,000 to continue its operations for the next 12 months,
including any funds the Company will need to make the monthly
payments on its promissory note with Mr. Arthur A. Goes (the
seller of Desk Flex, Inc., and Professional Resource Management,
Inc.), the June 2008 note due to Star Financial Corporation, the
IntelliSys promissory note and the Third Party Lender Note.

"In the event that we are unable to repay our current and long-
term obligations as they come due, we could be forced to curtail
or abandon our business operations, and/or file for bankruptcy
protection; the result of which would likely be that our
securities would decline in value and/or become worthless," the
Company said in the filing.

                          Going Concern

As reported in the TCR on April 26, 2011, Lake & Associates, CPA's
LLC, in Schaumburg, Illinois, expressed substantial doubt about
EPAZZ, Inc.'s ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a significant accumulated deficit and continues to
incur losses.


EQUINIX INC: Moody's Says Ba3 CFR Unaffected by Share Repurchase
----------------------------------------------------------------
Moody's Investors Service said that Equinix, Inc. 's announced
authorization of a $250 million share repurchase program through
December 31, 2012, will have no impact on the company's ratings,
including the company's Ba3 Corporate Family Rating, Ba3
Probability of Default Rating, Ba2 senior unsecured ratings and
SGL-1 Speculative Grade Liquidity Rating.

The principal methodology used in rating Equinix was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


EVERGREEN SOLAR: Wants Exclusivity Extended Until May 14
--------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including March 14, 2012 and
May 14, 2012, respectively.  The Court scheduled a Dec. 9, 2011,
hearing to consider the motion.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


EVERGREEN SOLAR: Seeks March Deadline to File Chapter 11 Plan
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Evergreen Solar Inc. has
asked for an extension until March 2012 of the deadline by which
it is supposed to file a Chapter 11 plan setting out its plan to
try to deal with its debts in bankruptcy.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


FILENE'S BASEMENT: Court Enters Order Restricting Trading in Stock
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has entered an Order that imposes substantial restrictions on
trading in equity interests in Syms Corp.  A copy of the Order may
be found at the following internet address
http://kccllc.net/filenes; questions regarding the Order may be
directed to representatives of the debtors at the following
telephone number: (877) 606-7510.

                      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, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors listed
$50 million to $100 million in assets and $100 million to $500
million in debts.

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

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  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%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FRANCISCAN COMMUNITIES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Franciscan Communities St. Mary of the Woods, Inc.
          aka St. Mary of the Woods
        35755 Detroit Road
        Avon, OH 44011

Bankruptcy Case No.: 11-19865

Chapter 11 Petition Date: November 21, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Daniel M. Syphard, Esq.
                  JONES DAY
                  North Point
                  901 Lakeside Avenue
                  Cleveland, OH 44114
                  Tel: (216) 586-7239
                  E-mail: dmsyphard@jonesday.com

                         - and ?

                  Heather Lennox, Esq.
                  JONES DAY
                  901 Lakeside Avenue
                  North Point
                  Cleveland, OH 44114
                  Tel: (216) 586-3939
                  E-mail: hlennox@jonesday.com

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

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

The petition was signed by Judy Amiano, president & chief
executive officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Clare at Water Tower              11-46151            11/14/11

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Valarie Kreider                    Contract               $221,310
186 Shamokin Drive
Akron, OH 44319

Patrick McManamon                  Contract               $161,900
612 Wedgewood Drive
Avon, OH 44012

Sodexo, Inc. & Affiliates          Trade Vendor           $115,246
6155 Park Place Square, Suite 2
Lorain, OH 44053

Alliance Rehab, Inc.               Trade Vendor            $79,704

Ohio Department of Job and Family  Franchise Permit        $56,473
Services                           Fee

Christian Brothers Risk Pooling    Insurance               $32,336
Trust

Illuminating Company               Utility                 $15,450

Omnicare Northwest Ohio            Trade Vendor            $14,828

Northeast Ohio Marketing Network   Trade Vendor            $11,969

WCLV-FM                            Trade Vendor             $9,975

Chad Bryner                        Trade Vendor             $7,500

City of Avon                       Utility                  $5,821

Cain Brothers                      Trade Vendor             $4,771

The Press/West Life                Trade Vendor             $4,344

Professional Medical, Inc.         Trade Vendor             $3,389

Med Lab                            Trade Vendor             $3,084

Stevens & Tate                     Trade Vendor             $2,850

Michele Innenberg                  Trade Vendor             $2,820

The Morning Journal                Trade Vendor             $2,746

Alco-Chem, Inc.                    Trade Vendor             $2,323


FRIENDLY ICE CREAM: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Friendly Ice Cream Corp. filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,688,462
  B. Personal Property          $120,653,424
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $305,531,559
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $44,111,757
                                 -----------      -----------
        TOTAL                   $122,341,886     $349,643,316

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                        Assets         Liabilities
   -------                        ------         -----------

1. Friendly's Realty II, LLC      $2,068,274      $7,795,854
2. Friendly's Realty III, LLC       $795,467      $3,049,942
3. Friendly Restaurants
     Franchise, LLC              $17,806,576     $36,397,109
4. Friendly's Realty I, LLC       $1,417,246      $4,530,170

                     About Friendly Ice Cream

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

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

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

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

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

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

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


FULLCIRCLE REGISTRY: Posts $205,000 Net Loss in Third Quarter
-------------------------------------------------------------
FullCircle Registry, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $205,095 on $331,661 of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$76,783 on $424 of revenues for the same period last year.

The Company reported a net loss of $379,951 on $985,062 of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $218,823 on $928 of revenues for the same period of
2010.

The Company's balance sheet at Sept. 30, 2011, showed $5.6 million
in total assets, $5.2 million in total liabilities, and
stockholders' equity of $355,356.

As reported in the TCR on April 26, 2011, Rodefer Moss & Co.,
PLLC, in New Albany, Indiana, expressed substantial doubt about
FullCircle Registry'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 working capital deficiency.

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

                       http://is.gd/22Tw8r

Shelbyville, Kentucky-based FullCircle Registry, Inc., focuses on
insurance agency operations.  It holds license for the life and
health insurance business.  The Company is developing plans and
infrastructure.  Its products and services that are in development
include medicare services, prescription assistance, estate
planning, life insurance, group and individual health insurance,
auto and home insurance, and medical record storage.


FURNITURE BY THURSTON: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Furniture by Thurston
        4200 N Pam Am Expressway
        San Antonio, TX 78218

Bankruptcy Case No.: 11-12858

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  JACKSON WALKER LLP
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438
                  E-mail: ptomasco@jw.com

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

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

The petition was signed by Edward J. Herman, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Lions Volunteer                                  $955,244
Blind Ind.
758 W. Morris Blvd
Morristown, TN 37813

Precision Finishing                              $731,373
P.O. Box 1501
Grass Valley, CA 95945

Allegheny Dimension                              $604,729
HC 33, Box 3
Petersburg, WV 26847

MJD Supply Company                               $555,420
9570 SW Barbur Blvd.,
Ste 311
Portland, OG

Bexar Transportation,                            $525,420
LLC
4627 Emil Road
San Antonio, TX 78219

National Wood Inc.                               $462,240
P.O. Box 65599
Salt Lake City, UT 84165

Blackhawk Steel Corp                             $411,677
Slot 303266, PO Box 66973
Chicago, IL 60666-0973

LGC Building LLC                                 $402,920
Milam Building Ste 515
115 East Travis
San Antonio, TX 78205

K-T Galvanizing                                  $321,623
2500 Chambers Street
Venus, TX 76084

Intirion-Microfridge                             $311,363
Accounts Receivable
2 Annette Road, Suite 3
Foxboro, MA 02035-1367

Shelter Forest                                   $299,997
International, Inc.
1490 SE Gideon Street,
Ste 200
Portland, OR 97202

Contract Decor Inc.                              $282,965
72-184 North Shore St.
Thousand Palms, CA 92276

Ore Pac Hardwoods                                $256,646
Products
M/S 60 P.O. Box 4300
Portland, OR 97208

Pioneer Furniture Mfg Co                         $249,922
P.O. Box 705
Athens, TN 37371-0705

Affordable Installations                         $241,618
12481 Little Deer
Creek Lane
Nevada City, CA 95959

Superior Steel Supply LLC                        $223,265
#774013, 4013 Solutions
Center
Chicago, IL 60677-4000

American Express                                 $211,778
Box 0001
Los Angeles, 90096-0001

Knoll Inc.                                       $207,678
1235 Water St.
East Greenville, PA 18041

CE McKenzie &                                    $197,871
Associates, LLC
724 S Shelmore Blvd
Suite 100
Mt. Pleasant, SC 29464

Winston-Salem                                    $186,263
Industries for the
Blind Inc.
7730 North Point Drive
Winston-Salem, NC27106


G&M FAMILY: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: G&M Family Limited Partnership
        2486 RAM Crossing Way
        Henderson, NV 89074

Bankruptcy Case No.: 11-28140

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Blvd. So., Ste 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $3,398,523

Scheduled Debts: $4,068,506

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-28140.pdf

The petition was signed by George Daniel, owner.


GAME TRADING: Incurs $1.01-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Game Trading Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $1.01 million on $8.02 million of net
sales for the three months ended Sept. 30, 2011, compared with a
net loss of $1.37 million on $8 million of net sales for the same
period a year ago.

The Company also reported a net loss of $10.18 million on
$24.24 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $3.65 million on $26.03 million
of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$8.09 million in total assets, $14.90 million in total
liabilities, $1.83 million in redeemable preferred stock, Series
A, and a $8.64 million total stockholders' deficit.

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

                         http://is.gd/eEhjND

                         About Game Trading

Game Trading Technologies, headquartered in Hunt Valley, Maryland,
provides comprehensive trading solutions and services for video
game retailers, publishers, rental companies, and consumers.

"We have continued to incur operating losses in the current year
and to date have been unsuccessful in raising additional working
capital and that we are dependent upon management's ability to
develop profitable operations," the Company said in the filing.
"These factors among others may raise substantial doubt about our
ability to continue as a going concern."


GLEN ROSE: Reports $8.6 Million Net Income in Sept. 30 Quarter
--------------------------------------------------------------
Glen Rose Petroleum Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $8.63 million on $159,710 of oil and gas sales for
the three months ended Sept. 30, 2011, compared with a net loss of
$2.89 million on $236,915 of oil and gas sales for the same period
a year ago.

The Company also reported net income of $9.90 million on $482,706
of oil and gas sales for the six months ended Sept. 30, 2011,
compared with a net loss of $1.04 million on $264,475 of oil and
gas sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$8.32 million in total assets, $17.69 million in total
liabilities, and a $9.36 million total shareholders' deficit.

The Company said it has incurred substantial losses from
operations and it has negative operating cash flows 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/b6sea4

                         About Glen Rose

Glen Rose Petroleum Corporation presently is focused on the
development of on-shore U.S. oil and gas assets.  Glen Rose has
five leases covering 10,500 gross acres in the Wardlaw Field and
5,400 gross acres in the Adamson Field, both located in Edwards
County, TX.

The Company's net loss for the 2011 Fiscal Year was $14,662,555,
as compared to a restated net loss of $12,176,826 for the 2010
Fiscal Year.  The net loss for the restated 2010 Fiscal Year and
the increase in net loss for the 2011 Fiscal Year was affected
significantly by the non-cash charges related to changes in fair
value for certain warrant liabilities and other derivative
securities, which added non-cash charges of $8,731,562 for the
2011 Fiscal Year compared to non-cash charges of $6,931,936 for
the restated 2010 Fiscal Year, or an increase of $1,799,626.


GOM TANG: Files Schedules of Assets and Liabilities
---------------------------------------------------
Gom Tang E Corporation filed its schedules of assets and
liabilities in the U.S. Bankruptcy Court for the Eastern District
of Virginia, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property              $490,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                ------------     ------------
        TOTAL                       $490,000               $0

A full-text copy of the schedules and statements is available for
free at http://bankrupt.com/misc/GOMTANG_sal.pdf

Annandale, Virginia-based Gom Tang E Corporation filed for Chapter
11 bankruptcy (Bankr. E.D. Va. Case No. 11-17611) on Oct. 20,
2011.  Judge Brian F. Kenney presides over the case.  Eugene Jin-
Ho Cynn, Esq. -- cynn@allnationslawcenter.org -- at All Nations
Law Center in Fairfax, Va., serves as the Debtor's counsel.  The
Court designated Richard Kang, the Debtor's president, to perform
the duties imposed upon the debtor by the Bankruptcy Code.


GOW MING CHAO: Neophyte Lawyer Blamed for Chapter 7 Conversion
--------------------------------------------------------------
Bankruptcy Judge Jeff Bohm converted the Chapter 11 case of Gow
Ming Chao and Chia Chao into a proceeding under Chapter 7 of the
Bankruptcy Code due to the failure of its lawyer to properly
advise and ensure compliance by the Debtors,

Bankruptcy Judge Jeff Bohm castigated a neophyte lawyer for
failing to give proper advise to his clients causing them to
violate numerous provisions of the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, the Bankruptcy Local Rules of the
Southern District of Texas, and the U.S. Trustee Guidelines.  As a
consequence, Judge Bohm converted the Debtors' Chapter 11 case to
a liquidation proceeding under Chapter 7 of the Bankruptcy Code.

Gow-Ming Chao and Chia Chao own seven rental properties in the
Houston area.  They filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. No. 11-38131) on Sept. 27, 2011.  Robert Teir, Esq., a
solo practitioner, signed the petition.

The Chaos did not take credit counseling before filing their
bankruptcy petition, have not maintained insurance on their rental
properties, did not close their pre-petition books, records, and
financial accounts, have never established a debtor-in-possession
account at any financial institution, have collected rents from
their tenants since the filing of their Chapter 11 petition, but
have spent some of the rental proceeds that they have collected
since the filing of their Chapter 11 petition.

Since the filing of their Chapter 11 petition, the Debtors have
paid Mr. Teir $3,550.  Mr. Teir represented to the Court at the
status conference that he has never prosecuted a Chapter 11 case.

Steven Leyh, counsel for Southwestern National Bank, which holds a
lien on the seven rental properties and on any rents generated
from the rental properties, made it clear at the status conference
that the Bank has never consented to the Debtors' use of cash
collateral.  The Court has also issued no orders approving use of
cash collateral.

"While the legal profession is involved in 'the practice of law,'
this is not a license for neophytes to take on Chapter 11
representation.  To do so can lead to unintended consequences of
the worst kind," said Judge Bohm in Nov. 21, 2011 Memorandum
Opinion available at http://is.gd/SBQkScfrom Leagle.com.

Judge Bohm will hold a hearing for Mr. Teir to show cause why he
should not be sanctioned for his abject failure to fulfill the
fundamental duties required of him, as counsel for the Chapter 11
debtors.  "He, like his clients, must be held accountable for his
failure to abide by applicable law," Judge Bohm said.


GRAHAM SLAM: Section 341(a) Meeting Set for Dec. 14
---------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting creditors of
Graham Slam LLC on Dec. 14, 2011, at 2:30 p.m., in Courtroom J,
Union Station, 1717 Pacific Avenue, Tacoma, Washington.

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.

Graham Slam, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011, before Judge Brian D.
Lynch.  Richard G. Birinyi, Esq., at Bullivant Houser Bailey PC
serves as the Debtor's bankruptcy counsel.  The Debtor disclosed
assets of $13,483,263 and liabilities of $12,890,039.


GREEN ENERGY MANAGEMENT: Posts $769,600 Net Loss in Q3 2011
-----------------------------------------------------------
Green Energy Management Services Holdings, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of $769,682 on
$1,653 of revenue for the three months ended Sept. 30, 2011,
compared with a net loss of $556,320 on $0 revenue for the same
period last year.

The Company reported a net loss of $14.3 million on $10,268 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $954,156 on $291,311 of revenue for the same period of
2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.8 million
in total assets, $2.7 million in total liabilities, and a
stockholders' deficit of $849,727.

As reported in the TCR on April 8, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Green Energy
Management'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 copy of the Form 10-Q is available for free at:

                       http://is.gd/WvTkxk

Teaneck, N.J.-based Green Green Energy Management Services
Holdings, Inc., is a full service energy management company based
in the Eastern United States.  As a legacy business of Southside
Electric Corporation, Inc., the Company may also provide
residential and commercial electrical contractor services,
although the Company had no revenues from that business for the
periods ended June 30, 2011.  During the second half of 2010, the
Company underwent a significant shift in its business strategy
away from the former Southside, contracting business to the new
strategy of Energy Efficiency and energy management.


GREENHUNTER ENERGY: Receives Non-Compliance Letter From NYSE Amex
-----------------------------------------------------------------
GreenHunter Energy, Inc., a diversified renewable energy company
predominately focused on water resource management in the
unconventional oil and shale resource plays, disclosed that on
November 18, 2011, the Company received notice from the Exchange
Staff of the NYSE Amex LLC indicating that the Company is below
one of the Exchange's continued listing requirements of the NYSE
Amex LLC's Company Guide due to the Company sustaining losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, that the Company will be able to continue operations
and/or meet its obligations as they become due as set forth in
Section 1003 (a)(iv) of the Company Guide.

The Company has been afforded the opportunity to submit a plan of
compliance to the Exchange by December 20, 2011, that demonstrates
the Company's ability to regain compliance with Section 1003
(a)(iv) by March 20, 2012.  The Company intends to submit a plan
by the time specified; however, if the plan is not accepted by the
Exchange, the Company will be subject to delisting procedures as
set forth in Section 1010 and Part 12 of the Company Guide.

The Company received a similar letter on May 28, 2009, regarding
the Company's non-compliance with certain of the Exchange's
continuing listing standards.  In that instance, the Company
formulated a plan to regain compliance which they achieved by
November 29, 2010.  The Company is confident that it has already
formulated such a plan with its new business plan and financings
and intends to submit an acceptable plan to the Exchange for
review in order to regain compliance with the above referenced
listing standard.  It is also important to note that the Company
does not have a "Going Concern Qualification" from its independent
auditors.


GREENWICH SENTRY: Confirmation Hearing Continued Until Dec. 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has continued until Dec. 22, 2011, at 10:00 a.m., the hearing to
consider the confirmation of Greenwich Sentry, L.P., and Greenwich
Sentry Partners L.P.'s Reorganization Plans.

As reported in the Troubled Company Reporter on Oct. 18, 2011, the
primary components of the Plans are:

  -- the payment in full of allowed administrative expense
     claims, allowed professional fee claims, allowed priority
     tax claims, allowed priority claims and allowed general
     unsecured claims;

  -- the implementation of a settlement with the BLMIS trustee
     for the estate of Bernard L. Madoff Investment Securities
     (BLMIS);

  -- the establishment of two trusts to hold the retained assets
     left in the Debtor's estate after consummation of the BLMIS
     trustee settlement and payment of allowed claims with
     Priority over the allowed limited partner interests of
     certificates representing the beneficial ownership of the
     trusts.

The central feature of Greenwich Sentry Partners, L.P.'s Plan is
the BLMIS trustee settlement, wherein the Debtor believing,
pursuant to its good faith business judgment, that avoidance
action claims of the BLMIS trustee would be difficult to defend,
has agreed, in sum, to allow the BLMIS trustee a claim and
judgment in the amount of $5,985,000 and the BLMIS trustee has
agreed to seek recovery of his claim only from certain specified
assets of the Debtor, to allow the Debtor's customer claim against
BLMIS in the amount of $2,011,304, to share recovery on certain
litigation claims with the Debtor, and to provide for the
distribution of the retained assets to creditors and limited
partners free and clear of the BLMIS trustee claims.

The BLMIS trustee agreed to support the Plans and Disclosure
Statement and to vote his claim in favor of the Plans pursuant to
the settlement agreements.  BLMIS is a broker-dealer registered
with the Securities and Exchange Commission, though customer
accounts maintained by the Debtors at BLMIS.  The Debtors have
been informed that holder of not less than $60 million in limited
partner interests in GS also favor the Court's approval of the
Disclosure Statements and confirmation of the Plans.

The Plans provide the Debtors' creditors with substantial
recoveries and allows for recovery of equity.

Full-text copies of the Disclosure Statements are available for
free at:

             http://ResearchArchives.com/t/s?7730

At the hearing, the Court will also consider derivative
plaintiffs' motion for leave to bring adversary proceedings on
behalf of Debtors or alternative relief.

                   About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.  Paul R. DeFilippo, Esq., at
Wollmuth Maher & Deutsch LLP, in New York, represents the Debtors
in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
Madoff.

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

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

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.


HARMAN INTERNATIONAL: S&P Raises Corp. Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Stamford, Conn.-based Harman International Industries
Inc. to 'BB+' from 'BB'. The outlook is positive.

"At the same time, we also raised our rating on the senior
unsecured debt to 'BB+' from 'BB-'. The '5' recovery rating on the
debt remains unchanged," S&P said.

"The rating actions reflect our reassessment of Harman's financial
risk profile as 'intermediate' instead of 'significant,' based on
our assumption that reduced leverage and cash flow from operations
is sustainable," said Standard & Poor's credit analyst Nancy
Messer. Lease-adjusted leverage declined to 1.8x for the 12 months
ended Sept. 30, 2011 and funds from operations (FFO) to total debt
reached 51.3% at Sept. 30.

"The positive outlook reflects our view that the corporate credit
rating on Harman could rise to investment grade within the next
year. Factors that we would consider for an upgrade include:
The ability of the business, especially in automotive, to retain
its competitive position and margins over the long term; Sustained
profitability at or above double-digit EBITDA margins and
positive free cash flow after capital spending of at least $100
million per year; and We would also need to believe that
management will pursue a conservative financial policy appropriate
for investment grade as it expands its global footprint.  We
believe this is feasible, given our expectation of slow recovery
in auto sales and continuing increases in vehicle production," S&P
said.

"We could lower the rating if we believed weak earnings and cash
flow would occur because of the lower-than-expected production in
the global auto markets. For example, we could lower the rating if
the company's liquidity worsened over the next few quarters
because of a lack of sufficient free cash flow, which could arise
if trailing-12-month adjusted EBITDA fell below $275 million. We
could also review the rating for a downgrade if the company were
to pursue a transforming acquisition or large dividend payout in
the year ahead that could erode liquidity, raise leverage, and
reflect an aggressive change in financial policy," S&P said.


HARBORVIEW PLAZA: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Harborview Plaza, Inc.
        4560 Tamiami Trail
        Punta Gorda, FL 33980

Bankruptcy Case No.: 11-21513

Chapter 11 Petition Date: November 22, 2011

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

Judge: Barry S. Schermer

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, & ASSOCIATES, P.A.
                  46 N. Washington Boulevard, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  E-mail: rjc@rjcolelaw.com

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

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/flmb11-21513.pdf

The petition was signed by Abe J. Al Arnasi, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                         Case No.      Petition Date
        ------                         --------      -------------
Sport City Enterprises, Inc.           11-21514           11/22/11


HARRISBURG, PA: Judge Dismisses Chapter 9 Bankruptcy Case
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge threw out
Harrisburg's controversial Chapter 9 bankruptcy case, putting
Pennsylvania's capital city on the path to rehabilitate its
financial troubles under the state's control.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported even if the Chapter 9 bankruptcy isn't dismissed, the
governor said he will proceed with state court approval of a
receiver to take over the city.

The state of Pennsylvania and the mayor of Harrisburg are among
those contending the city violated a state law specifically
prohibiting a city of Harrisburg's size from filing bankruptcy
before July 2012. The majority on the city council who voted for
bankruptcy contend the prohibition in state law violates the state
and federal constitutions.

The state's motion to dismiss was filed two days after the city's
Oct. 11 Chapter 9 filing.

                  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.

The governor of Pennsylvania has selected an individual to serve
as receiver and presumably take over the city following a hearing
in state court on Nov. 28.


HASCO MEDICAL: Reports $91,400 Net Income in Third Quarter
----------------------------------------------------------
HASCO Medical, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $91,447 on $3.1 million of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$426,373 on $3.4 million of revenues for the same period of 2010.

The Company reported income from operations of $160,478 for the
three months ended Sept. 30, 2011, as compared to a loss from
operations of $309,796 for the three months ended Sept. 30, 2010.

For the nine months ended Sept. 30, 2011, the Company had net
income of $253,072 on $9.6 million of revenues, compared with a
net loss of $775,660 on $9.4 million of revenues for the same
period last
year.

The Company's balance sheet at Sept. 30, 2011, showed $7.2 million
in total assets, $6.9 million in total liabilities, and
stockholders' equity of $297,408.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about HASCO Medical's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered losses from
operations, has a stockholder's deficit and has a negative working
capital.

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

                       http://is.gd/aqHwiL

Mobile, Alabama-based HASCO Medical, Inc., through the reverse
merger of its wholly-owned subsidiary with and into Southern
Medical & Mobility, is a low cost, quality provider of a broad
range of home healthcare services that serve patients in Alabama,
Florida, and Mississippi. The Company has two major service lines:
home respiratory equipment and durable/ home medical equipment.

For accounting purposes, the merger was treated as a reverse
acquisition with Southern Medical & Mobility, Inc., being the
accounting acquirer.  Therefore, the Company's historical
financial statements reflect those of Southern Medical & Mobility,
Inc.


HAWAIIAN TELCOM: Cartus Cleared From Avoidance Suit
---------------------------------------------------
Bankruptcy Judge Lloyd King dismissed a lawsuit commenced by the
litigation trust in Hawaiian Telcom Communications, Inc.'s
bankruptcy case as to all claims against defendants Cartus
Corporation and Apple Ridge Funding LLC.  The litigation trustee
seeks to recover avoidable transfers pursuant to sections 547, 548
and 549 of the Bankruptcy Code.  On Aug. 18, 2011, the Plaintiff
filed a second amended complaint, adding claims against Cartus and
its subsidiary, Apple Ridge.  On Oct. 6, 2011, Cartus filed a
motion to dismiss the second amended complaint as to Cartus,
alleging that the Plaintiff does not have standing to assert the
claims and that the claims are barred by the statute of
limitations.

The case is SHULTS & TAMM, A LAW CORPORATION, LITIGATION TRUSTEE,
v. MICHAEL S. RULEY, APPLE RIDGE FUNDING LLC, and CARTUS
CORPORATION, Adv. Proc. No. 11-90012 (Bankr. D. Hawaii).  A copy
of the Court's Nov. 21, 2011 Memorandum Decision is available at
http://is.gd/PkAWKqfrom Leagle.com.

Cartus is represented by:

          Ted Pettit, Esq.
          John Zalewski, Esq.
          CASE LOMBARDI & PETTIT
          737 Bishop Street, Suite 2600
          Honolulu, HI 96813-3283
          Tel: (808) 547-5400
          E-mail: tpettit@caselombardi.com
                  jzalewski@caselombardi.com

The litigation trust is represented by:

          Christopher Muzzi, Esq.
          MOSELEY BIEHL TSUGAWA LAU & MUZZI
          Alakea Corporate Tower
          1100 Alakea Street, 23rd Floor
          Honolulu, HI 96813
          Telephone: (808) 531-0490
          Facsimile (808) 534-0202
          E-mail: cmuzzi@hilaw.us

Defendant Michael S. Ruley is represented by:

          Chuck Choi, Esq.
          WAGNER, CHOI & VERBRUGGE
          745 Fort Street, Suite 1900
          Honolulu, HI 96813
          Tel: 888-353-3469
          Fax: 808-566-6900
          E-mail: cchoi@hibklaw.com

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13086) on Dec. 1,
2008.  Judge Peter Walsh of the U.S. Bankruptcy Court for the
District of Delaware on Dec. 30, 2008, approved the transfer of
the Chapter 11 cases to the U.S. Bankruptcy Court for the District
of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No.
08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors was appointed and
represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
disclosed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Judge King entered on Dec. 30, 2009, an order confirming a plan of
reorganization for Hawaiian Telcom.  The plan was declared
effective in October 2010 after the Reorganized Debtors obtained
the backing of the U.S. Federal Communications Commission and the
Hawaii Public Utilities Commission.


HEADWATERS INC: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on South Jordan, Utah-based
Headwaters Inc. "At the same time, we revised the outlook to
negative from stable," S&P said.

"The revised outlook reflects our view that Headwaters will likely
underperform our prior operating expectations, given a slower
recovery in new residential and nonresidential construction than
we had previously anticipated," said Standard & Poor's credit
analyst Megan Johnston. "Standard & Poor's economists have revised
their new housing starts forecast to 660,000 in 2012, down from
their estimate earlier this year of 1 million. They expect
nonresidential construction spending to grow just 1.4% in 2012,
with no meaningful growth until 2014."

While revenue from continuing operations for the year ended Sept.
30, 2011, was $592 million, down 1% over the prior year, adjusted
EBITDA (adjusted for operating leases) from continuing operations
declined about 10% due in part to higher raw material and
transportation costs that were not offset with price increases. In
addition, adjusted debt as of Sept. 30, 2011, was about $640
million, compared with about $585 million in the prior year
period, arising from the company's March 2011 refinancing. As a
result, adjusted leverage from continuing operations increased to
around 6.5x from the mid-5x range.

"Because end markets in 2012 will likely be weaker than we
previously expected, we now project that the firm's fiscal year
2012 adjusted EBITDA will likely be relatively flat over fiscal
year 2011 levels. As a result, adjusted leverage will likely be
6.5x or higher -- a level we would consider to be weak for the
'B' rating -- with interest coverage of around 2x. We anticipate
that the company may use proceeds from the sales of some of its
energy technology assets, which could generate around $40 million
in cash over the next year, to reduce debt. However, without a
substantial improvement in EBITDA, adjusted leverage is likely to
remain above 6x -- weaker than the 5x to 6x we consider to
be acceptable for the rating," S&P said.

"The corporate credit rating on Headwaters reflects the
combination of what we consider to be the company's weak business
risk profile and highly leveraged financial risk profile. The weak
business risk profile reflects Headwaters' exposure to cyclical
residential and nonresidential end markets, partially offset by
moderate product diversity and leading positions in the coal
combustion products business. Our ratings do not currently take
into account potential loss of revenue or expenses incurred from
increased fly ash regulation, because the outcome of such
regulation remains uncertain," S&P related.

"The outlook is negative. Because of the poor operating
environment, we believe operating conditions for Headwaters will
remain challenging over the next several quarters, resulting in
weak credit measures for the rating. We project that the ratio of
debt to EBITDA could exceed 6x over the next two years and that
interest coverage may be around 2x," S&P said.

"We could lower the ratings if operating conditions are even
weaker than we currently anticipate in 2012 due to lower-than-
expected residential construction activity or fly ash demand,
resulting in lower sales volumes that are not more than offset by
cost reductions," Ms. Johnston continued. "We believe such weaker
market conditions could result in significantly less EBITDA,
leverage potentially exceeding 7x and funds from operations to
total debt below 10%. We could also lower the ratings if a decline
in EBITDA caused the company to use cash to fund operating losses,
resulting in a drop in liquidity materially below the current $100
million of combined cash on hand and revolver availability."

"We could revise the outlook to stable if Headwaters substantially
reduces debt or if its construction end markets begin to recover
so that credit measures improve to become more in line with the
rating, with adjusted leverage or about 5x. This could occur if
sales grow at least 10% next year and margins improve
approximately 250 basis points over current levels," S&P said.


HEALTH CARE: S&P Affirms 'BB' Preferred Stock Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Health
Care REIT Inc. (HCN) to positive from stable. "At the same time,
we affirmed our 'BBB-' corporate credit and senior unsecured debt
ratings on HCN, as well as our 'BB' rating on the company's
preferred stock. The affirmations affect roughly $5.4 billion of
rated securities," S&P related.

"Our rating on Toledo-based HCN reflects a satisfactory business
risk profile supported by its large and diversified health-care
portfolio that is largely private pay (70%), seasoned management,
and rent coverage that should continue to produce stable cash
flow," said credit analyst George Skoufis. "We acknowledge the
company's significant growth and the addition of exposure to
senior housing assets structured through taxable REIT
subsidiaries, which could increase cash flow volatility due to
their sensitivity to economic trends."

"The positive outlook reflects our view that we may raise HCN's
rating over the next 12-24 months if HCN pursues accretive growth
that is financed prudently such that key credit metrics
strengthen, including FCC sustained at or above 2.5x and debt-
plus-preferred/EBITDA near 6.0x-6.5x, while also maintaining
adequate liquidity. An upgrade will also hinge on the smooth
integration of recent acquisitions, as well as the ability of its
SNF operators to absorb recent and potential future cuts to
government reimbursement without any meaningful impact to HCN's
rental stream. We would revise our outlook back to stable or lower
our rating if HCN pursues aggressive debt financed growth,
experiences integration challenges or portfolio/tenant stress that
weighs on FCC so that it deteriorates below 2.3x for a prolonged
period," S&P said.


HEADWATERS INC: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on South Jordan, Utah-based
Headwaters Inc. "At the same time, we revised the outlook to
negative from stable," S&P related.

"The revised outlook reflects our view that Headwaters will likely
underperform our prior operating expectations, given a slower
recovery in new residential and nonresidential construction than
we had previously anticipated," said Standard & Poor's credit
analyst Megan Johnston. "Standard & Poor's economists have revised
their new housing starts forecast to 660,000 in 2012, down from
their estimate earlier this year of 1 million. They expect
nonresidential construction spending to grow just 1.4% in 2012,
with no meaningful growth until 2014."

"While revenue from continuing operations for the year ended Sept.
30, 2011, was $592 million, down 1% over the prior year, adjusted
EBITDA (adjusted for operating leases) from continuing operations
declined about 10% due in part to higher raw material and
transportation costs that were not offset with price increases. In
addition, adjusted debt as of Sept. 30, 2011, was about $665
million, compared with about $585 million in the prior year
period, arising from the company's March 2011 refinancing. As a
result, adjusted leverage from continuing operations increased to
about 6.7x from the mid-5x range," S&P said.

"Because end markets in 2012 will likely be weaker than we
previously expected, we now project that the firm's fiscal year
2012 adjusted EBITDA will likely be relatively flat over fiscal
year 2011 levels. As a result, adjusted leverage will likely be
6.5x or higher -- a level we would consider to be weak for the
'B' rating -- with interest coverage of around 2x. We anticipate
that the company may use proceeds from the sales of some of its
energy technology assets, which could generate around $40 million
in cash over the next year, to reduce debt. However, without a
substantial improvement in EBITDA, adjusted leverage is likely to
remain above 6x -- weaker than the 5x to 6x we consider to
be acceptable for the rating," S&P said.

"The corporate credit rating on Headwaters reflects the
combination of what we consider to be the company's weak business
risk profile and highly leveraged financial risk profile. The weak
business risk profile reflects Headwaters' exposure to cyclical
residential and nonresidential end markets, partially offset by
moderate product diversity and leading positions in the coal
combustion products business. Our ratings do not currently take
into account potential loss of revenue or expenses incurred from
increased fly ash regulation, because the outcome of such
regulation remains uncertain," S&P said.

"The outlook is negative. Because of the poor operating
environment, we believe operating conditions for Headwaters will
remain challenging over the next several quarters, resulting in
weak credit measures for the rating. We project that the ratio of
debt to EBITDA could exceed 6x over the next two years and that
interest coverage may be around 2x," S&P said.

"We could lower the ratings if operating conditions are even
weaker than we currently anticipate in 2012 due to lower-than-
expected residential construction activity or fly ash demand,
resulting in lower sales volumes that are not more than offset by
cost reductions," Ms. Johnston continued. "We believe such weaker
market conditions could result in significantly less EBITDA,
leverage potentially exceeding 7x and funds from operations to
total debt below 10%. We could also lower the ratings if a decline
in EBITDA caused the company to use cash to fund operating losses,
resulting in a drop in liquidity materially below the current $100
million of combined cash on hand and revolver availability."

"We could revise the outlook to stable if Headwaters substantially
reduces debt or if its construction end markets begin to recover
so that credit measures improve to become more in line with the
rating, with adjusted leverage or about 5x. This could occur if
sales grow at least 10% next year and margins improve
approximately 250 basis points over current levels," S&P said.


HERMANOS TORRES: Court Okays Plan, Junks Peerless Conversion Bid
----------------------------------------------------------------
Bankruptcy Judge Edward A. Godoy confirmed the plan of liquidation
filed by Hermanos Torres Perez, Inc., over the lone objection by
Peerless Oil & Chemicals, Inc.  The Court also denied Peerless'
motion to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.

HTP is a family-owned corporation organized under the laws of the
Commonwealth of Puerto Rico.  Before ceasing distribution
operations in July 2011, HTP purchased and sold petroleum and
petroleum products.  The Debtor also owns several real properties,
which it leases together with the gas stations located on them.

Peerless, HTP's former petroleum supplier, is an unsecured
creditor with a claim for $3,943,273 against the Debtor.

The liquidation plan divides the Debtor's creditors into nine
classes, six of which are impaired.  Of those, Class 2 (Banco
Popular de Puerto Rico), Class 3 (MAPFRE Praico Insurance
Company), and Class 6 (general unsecured creditors) voted to
accept the liquidation plan, while only Class 8 (Peerless) voted
against it.

The plan will be funded by the collection of HTP's accounts
receivable, the sale of the Debtor's vehicles and tanks, and
rental income, in addition to funds HTP currently has on hand and
monies it has previously deposited with the court.  The projected
recovery from the collection or sale of assets -- which the
Debtor's accountant deemed reasonable -- will generate sufficient
funds to pay 100% of HTP's administrative expenses and priority
claims and at least 9.9% on unsecured claims, with a safety
cushion in excess of $700,000 in the event that the Debtor's
projections fall short.  The Debtor's accountant testified that
the priorities should be paid in full just from the liquidation of
HTP's vehicles and tanks.

The Debtor expects to distribute at least 9.998% to the general
unsecured creditors -- including any amount ultimately owed to
Peerless -- on or before 24 months.  In addition, the plan states
that in the event the Debtor prevails in its adversary claim
against Peerless, any and all proceeds from that litigation would
be distributed to the general unsecured creditors, after payment
in full to senior classes.

The Debtor's schedule B, filed at the outset of bankruptcy, lists
$4,664,806.79 in accounts receivable.  The Debtor projected in the
schedule that it would only be able to collect 40% of them, or
$1,865,922.60.

At a Court hearing, Peerless submitted an examiner's report as
evidence the estate lost substantial value since the Debtor filed
for bankruptcy.  It focused on the report's finding that in March
2010 the Debtor's accounts receivable balance was discounted from
$4,664,807 to $1,483,703: a 68.2% reduction.

The Debtor has commenced an adversary proceeding against Peerless,
seeking $15 million for alleged antitrust violations, among other
things.

At Court hearings, the Bankruptcy Judge heard testimony from HTP's
president, Maria de los Angeles Torres Perez.  The Debtor's court-
appointed accountant, CPA Wigberto Lugo Mender --
wlugo@lugomender.com and trustee@lugomender.com -- also testified.
In addition, the report of CPA Francisco J. Mendez Gonzalez, the
examiner appointed under 11 U.S.C. Section 1104, was entered into
evidence as direct testimony in substitution of his live
testimony.

Counsel for Banco Popular and MAPFRE appeared at the hearing and
opposed conversion.

A copy of the Court's Nov. 21, 2011 Opinion and Order is available
at http://is.gd/KugVLbfrom Leagle.com.

Hermanos Torres Perez, Inc., filed a chapter 11 petition (Bankr.
D. P.R. Case No. 09-05585) on July 7, 2009, estimating $1 million
to $10 million in assets and $10 million  to $50 million in debts.
Carmen D. Conde Torres, Esq. -- notices@condelaw.com -- serves as
the Debtor's counsel.   The petition was signed by Maria De Los
Angeles Torres Perez, general manager of the Company.

CPA Francisco J. Mendez-Gonzalez, director at LLM&D, PSC, the
court-appointed examiner, is represented by:

          Jairo Mellado-Villarreal, Esq.
          Roxana Aquino Segarra, Esq.
          MELLADO & MELLADO-VILLAREAL
          165 Ponce de Leon Ave., Suite 102
          San Juan, PR 00917-1233
          Tel: 787-767-2600
          Fax: 787-767-264
          E-mail: jmellado@mellado.com
                  raquino@mellado.com


IDO SECURITY: Incurs $1.7 Million Net Loss in Third Quarter
-----------------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.71 million on $169,737 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $1.47 million on
$15,035 of revenue for the same period during the prior year.

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

The Company also reported a net loss of $5.64 million on $189,223
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $5.51 million on $22,770 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.71 million in total assets, $18.66 million in total
liabilities, and a $16.94 million total stockholders' deficiency.

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

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

                         http://is.gd/SuuuBc

                         About IDO Security

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


IMEDICOR INC: CFO Sick, Delays Form 10-Q for 3rd Quarter
--------------------------------------------------------
iMedicor, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2011.  Due to a serious
illness and hospitalization of the CFO, the Company has not had
the time to complete the 10-Q.

                         About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred operating losses since its
inception and has a net working capital deficit

The Company's balance sheet at March 31, 2011, showed
$3.96 million in total assets, $5.96 million in total liabilities
and a $1.72 million total stockholders' deficit.


IMUA BLUEHENS: Exclusivity Extensions Hearing Continued to Nov. 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has continued
until Nov. 30, 2011, at 9:30 a.m., the hearing to consider Imua
Bluehens, LLC's request to extend its exclusive periods.

As reported in the Troubled Company Reporter on Oct. 27, 2011, the
Debtor asked the Court to extend the exclusive periods during
which only the Debtor may file a plan of reorganization and
solicit acceptances thereof by 90 days, from and after Oct. 16,
2011.

The TCR reported on Nov. 14, 2011, GCCF 2007-GG11 Ka Uka
Boulevard, LLC, by and through its manager, LNR Partners, LLC,
also asked the Court to deny Imua Bluehens, LLC's amended motion
to extend exclusive periods.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


INFINITY ENERGY: Incurs $871,000 Net Loss in Third Quarter
----------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $871,420 for the three months ended
Sept. 30, 2011, compared with a net loss of $967,152 for the same
period a year ago.

The Company reported a net loss of $2.1 million for the six months
ended June 30, 2011, compared with a net loss of $2.2 million for
the corresponding period of 2010.

The Company also reported a net loss of $2.92 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
$3.15 million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.75 million in total assets, $29.92 million in total
liabilities, and a $26.17 million total stockholders' deficit.

The Company had no revenues in either the three months ending
Sept. 30, 2011, or Sept. 30, 2010.  The Company focused solely on
the exploration, development and financing of the Nicaraguan
Concessions.

The Company has had a history of losses.  In addition, the Company
has a significant working capital deficit and is currently
experiencing substantial liquidity issues.  The Company was
operating under the Fourth Forbearance Agreement with Amegy under
the Revolving Credit Facility as of Dec. 31, 2010.

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

                        http://is.gd/MfUFBr


                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.


INTEGRATED BIOPHARMA: Posts $363,000 Profit in Sept 30 Qtr.
-----------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $363,000 on $8.04 million of net sales for the three
months ended Sept. 30, 2011, compared with a net loss of $1,000 on
$6.43 million of net sales for the same period a year ago.

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

The Company's balance sheet at Sept. 30, 2011, showed
$13.41 million in total assets, $20.73 million in total
liabilities, all current, and a $7.32 million total stockholders'
deficiency.

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

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

                        http://is.gd/7N0EDj

                     About Integrated BioPharma

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


INTEGRATED FREIGHT: Incurs $1.4 Million Fiscal Q2 Net Loss
----------------------------------------------------------
Integrated Freight Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.39 million on $11.78 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$301,795 on $4.81 million of revenue for the same period during
the prior year.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of
$3.14 million on $17.33 million of revenue.

The Company also reported a net loss of $4.26 million on $24.82
million of revenue for the six months ended Sept. 30, 2011,
compared with a net loss of $854,088 on $9.59 million of revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $19.05
million in total assets, $26.92 million in total liabilities and a
$7.86 million total stockholders' deficit.

Sherb & Co., 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 suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

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

                         http://is.gd/UqrlF0

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.


INTERMETRO COMMUNICATIONS: Reports $541,000 Net Income in Q3 2011
-----------------------------------------------------------------
InterMetro Communications, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $541,000 on $4.9 million of
revenues for the three months ended Sept. 30, 2011, compared with
net income of $750,000 on $7.6 million of revenues for the same
period last year.

The Company reported net income of $2.9 million on $16.6 million
of revenues for the nine months ended Sept. 30, 2011, compared
with net income of $2.0 million on $19.3 million of revenues for
the same period of 2010.

During the nine months ended September 30, 2011, the Company
entered into numerous cash payment plan agreements with vendors
for amounts less than the liability recorded in accounts payable
and accrued expenses and, in some cases, in exchange for the
issuance of shares of the Company's common stock.  As a result of
these agreements, the Company recorded a gain on forgiveness of
debt of $1,087,000 and $3,009,000 for the three and nine months
ended Sept. 30, 2011, respectively.

In addition, the Company wrote-off certain accounts payable for
Competitive Local Exchange Carriers ("CLEC") that resulted in a
gain of $527,000 and $865,000 for the three and nine months ended
Sept. 30, 2011, and is included in accounts payable write-off.

The Company's balance sheet at Sept. 30, 2011, showed $3.6 million
in total assets, $17.5 million in total liabilities, and a
stockholders' deficit of $13.9 million.

The Company anticipates it will not have sufficient cash flows to
fund its operations through fiscal 2011, or earlier, depending on
the results of the negotiations with Moriah Capital, L.P.,
regarding the Company's indebtedness to Moriah.

As reported in the TCR on April 5, 2011, Gumbiner Savett Inc., in
Santa Monica, Calif., expressed substantial doubt about InterMetro
Communications' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2010, the Company had a working capital deficit of
approximately $16,273,000 and a total stockholders' deficit of
approximately $16,836,000.  "The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2011 without the completion of additional
financing."

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

                       http://is.gd/RjnU2a

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.


INTERNAL FIXATION: Incurs $569,000 Net Loss in Third Quarter
------------------------------------------------------------
Internal Fixation Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $569,085 on $58,268 of net sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$265,840 on $27,992 of net sales for the same period a year ago.

The Company also reported a net loss of $1.69 million on $185,669
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $375,478 on $89,537 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
million in total assets, $1.24 million in total liabilities and
$302,043 in total stockholders' equity.

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

                         http://is.gd/YuQv9M

                       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.


INTERNATIONAL ENERGY: U.S. Trustee Wants Plan Outline Disapproved
-----------------------------------------------------------------
Habbo G. Fokkena, U.S. Trustee for Region 12 submits to the U.S.
Bankruptcy Court for the Northern District of Iowa objections to
International Energy Holdings Corp.'s disclosure statement
explaining their proposed Chapter 11 Plan.

The U.S. Trustee joins in the objections filed by The Next Phase,
LLC, Arlon J. Sandbulte, and Albenesius Contracting, Inc.

According to the U.S. Trustee, among other things:

   1. The disclosure statement does not provide adequate
information regarding the compensation to be paid to any insider
that will be employed or retained by the reorganized debtor.

   2. The disclosure statement must identify the scheduled
claim of any creditor who has not filed a proof of claim.

   3. The disclosure statement must describe the adversary
complaint filed by The Next Phase, LLC on Oct. 24, 2011.  The
Debtor must describe the potential impact of that litigation on
distributions to secured creditors under the proposed plan.

   4. Debtor's plan provides for a 30% distribution to all
creditors holding secured claims, regardless of collateral values
or the relative priority of claims.

   5. Debtor proposes to fund its plan by "raising up to
$12,500,000 in debt to complete balance of the plant and commence
commercial operations by December 2012."  The current status of
those efforts must be described in the disclosure statement.

   6. The proposed plan states that the Debtor has rejected all
but one of those contracts (the one with Northern Natural Gas
Company).  The rejected contracts must be identified in connection
with Debtor's proposed treatment of executory contracts and
unexpired leases.

As reported in the Troubled Company Reporter on Oct. 20, 2011, the
primary purpose of the Plan is to effectuate the restructuring
of the Debtor's capital structure to strengthen the balance sheet
by reducing its overall indebtedness.

The Plan represents a proposed compromise and settlement of
various significant claims against the Debtor:

  * Administrative Claims and Priority Tax Claims will receive
    payment in full in Cash.

  * Class 1 Secured Tax Claims, Class 2 HCI Construction Secured
    Claim, Class 3 The Next Phase LLC Secured Claim and Class 4
    All other Secured Claims are impaired claims.  All Allowed
    Claims under these Classes will be paid 30% over 6 years with
    simple interst of 5.25% starting from Jan. 31, 2013.

  * Class 5 Green Capital LLC Unsecured Claim and Class 6 General
    Unsecured Claims are also impaired claims.  All Allowed
    Claims in these Classes will be paid 15% of the Allowed Claim
    over 6 years starting from Jan. 31, 2013.

  * Class 7 Equity Interests are unimpaired and will be
    reinstated.

A full-text copy of the Sept. 23 Disclosure Statement is available
for free at:

         http://bankrupt.com/misc/INTLENERGY_DSSept23.PDF

The U.S. Trustee is represented by:

         John F. Schmillen, Esq.
         Law Building, Suite 400
         225 Second Street S.E.
         Cedar Rapids, IA 52401
         Tel: (319) 364-2211
         Fax: (319) 364-7370

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing.


JAY PUTNAM: Court Confirms Plan That Modifies Chase's Rights
------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky confirmed the amended Chapter 11
plan filed by Jay Putnam, a practicing lawyer.

Jay Gehre Putnam in Petaluma, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 10-14079) on Oct. 22,
2010.  The Law Offices of Michael C. Fallon, Esq. --
mcfallon@fallonlaw.net -- serves as counsel to the Debtor.  Mr.
Putnam scheduled assets of $1,496,896 and debts of $2,065,276.

The property includes an apartment on an upper floor.  When Mr.
Putnam filed his Chapter 11 petition, he had lived in another
property for more than three years.  After the filing, he moved
into the apartment.

Mr. Putnam's plan modifies the rights of creditor Chase Home
Finance, LLC, secured by the property.  The parties have resolved
all issues except whether as a matter of law Mr. Putnam can modify
Chase's rights.

Judge Jaroslovsky said Section 1123(b)(5) of the Bankruptcy Code
allows a debtor to modify the rights of all creditors except those
secured only by the debtor's principal residence.  The property
was not Mr. Putnam's principal residence when he filed his Chapter
11 petition but was at the time his plan came up for confirmation.
The issue is which date controls.

The Court noted that the Bankruptcy Appellate Panel has addressed
and resolved the issue by holding that the petition date is the
applicable date.  In re Abdelgadir, 455 B.R. 896, 903 (9th Cir.
BAP 2011).  This does not mean, Judge Jaroslovsky said, that a
debtor can move out of his home the day before bankruptcy and then
modify his home loan; such manipulation and trickery would be
evidence of bad faith which might render a plan unconfirmable
pursuant to Sec. 1129(a)(3) of the Code. However, it does mean
that if the property was a bona fide non-residence of the debtor
when the bankruptcy petition was filed then the postpetition use
of the property as a principal residence does not prohibit
modification of a secured creditor's rights.

According to the Court, Mr. Putnam satisfied that his plan is
proposed in good faith.

A copy of the Court's Nov. 20, 2011 Memorandum is available at
http://is.gd/pbslIKfrom Leagle.com.


J.C. EVANS: First State Wants Case Dismissed or Converted to Ch. 7
------------------------------------------------------------------
Creditor and party-in-interest First State Bank Central Texas asks
the U.S. Bankruptcy Court for the Western District of Texas to
dismiss or convert the Chapter 11 cases of JCE Delaware, Inc., et
al., to those under Chapter 7 of the Bankruptcy Code.

First State Bank related that it has submitted the only bid for
the Debtors' Quarry Assets.  On Nov. 15, 2011, Debtors
acknowledged that First State Bank submitted the only bid for the
Quarry Assets in the amount of $7,491,500.

According to First State Bank, the Debtors' cases must be
dismissed or converted because, among other things:

   1) the Debtors' budgets show negative cash flow;

   2) the Debtors are in default on postpetition payments to
      equipment lessors;

   3) the Debtors have not made any payments to First State Bank
      since the Bankruptcy Case was filed and the debt owed to
      First State Bank is accruing default interest at the rate of
      approximately $8,000 per day (or approximately $240,000 per
      month);

   4) the Debtors have generated no (or very few) construction
      projects that will generate additional revenues to fund the
      Bankruptcy Case;

   5) based on information and belief Liberty Mutual/Safeco
      Insurance have not received any postpetition payments and
      their debt has increased from $22 million to $29 million
      since the case was filed; and

   6) the Debtors represented to the Court, creditors, and
      parties-in-interest that the success of the Bankruptcy Case
      and the Debtors going forward was dependent on a successful
      auction of the Quarry Assets and the auction of the Quarry
      Assets failed miserably with the only bid being First State
      Bank's Credit Bid.

First State Bank is represented by:

         Shad Robinson, Esq.
         Blake Rasner, Esq.
         HALEY & OLSON, P.C.
         510 North Valley Mills Drive, Suite 600
         Waco, Texas 76710
         Tel: (254) 776-3336
         Fax: (254) 776-6823
         E-mail: srobinson@haleyolson.com
                 brasner@haleyolson.com

                   About J.C. Evans Construction

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

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

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

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


J.H. INVESTMENT: Deficiency Claim Waived If Box Unchecked
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a secured creditor believes the collateral is
worth less than the debt, the creditor will waive an unsecured
deficiency claim if it isn't noted on the proof of claim, the U.S.
Court of Appeals in Atlanta.

Bloomberg recounts that the case involved the Internal Revenue
Service, which filed a secured $46 million claim.  Creditors
argued successfully in the lower courts that the IRS waived the
deficiency claim when the assets turned out to be worth only
$750,000.

The 11th Circuit in Atlanta ruled that the case was governed by
the official form for a proof of claim and by the accompanying
instructions.  The claim form has a box to check if the secured
claims is also unsecured.  The circuit court ruled that when "an
undersecured creditor does not note an unsecured claim on its
proof of claim, it has decided not to pursue that claim."

The case is U.S. v. Oscher (In re J.H. Investment Services
Inc.), 10-15627, U.S. Court of Appeals for the 11th Circuit
(Atlanta).

On May 25, 2007, several creditors initiated involuntary Chapter
11 bankruptcy petitions against J.H. Investment Services, Inc.,
f/k/a Jackson Hewitt Investment Services, Inc., and its Vice
President Daniel L. Prewett.  The bankruptcy court appointed
Steven S. Oscher as the Chapter 11 Trustee.


JEFFERSON COUNTY, AL: Rulings Not Until December, Judge Says
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the municipal bankruptcy of Jefferson County,
Alabama, the first major hearing ended after two days without a
ruling on whether Chapter 9 reduces the power of the receiver
previously appointed to take over the sewer system.

According to the report, U.S. Bankruptcy Judge Thomas B. Bennett
in Birmingham told the contending factions to submit post-trial
briefs on Dec. 2.  The judge didn't say when he would rule.
Bennett also didn't rule on whether the receiver can pay
bondholders their regular monthly interest.  The receiver could be
at risk if he makes the payment and Bennett later rules that
payments were improper, unauthorized post-bankruptcy payments.

                     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.


JMD ADVISORS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JMD Advisors, LLC
        107 Via Monte D'Oro
        Redondo Beach, CA 90277

Bankruptcy Case No.: 11-58155

Chapter 11 Petition Date: November 22, 2011

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

Judge: Julia W. Brand

Debtor's Counsel: Bradley E. Brook, Esq.
                  LAW OFFICES OF BRADLEY E. BROOK
                  11500 W. Olympic Boulevard, Suite 400
                  Los Angeles, CA 90064
                  Tel: (310) 839-2004
                  Fax: (310) 945-0022
                  E-mail: bbrook@bbrooklaw.com

Estimated Assets: $0 to $50,000

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/cacb11-58155.pdf

The petition was signed by Richard Dineen, managing member.


JH INVESTMENT: IRS Unsecured Claim Not Valid, 11th Cir. Says
------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit affirmed a
lower court ruling in a dispute between the Internal Revenue
Service and the Chapter 11 trustee of J.H. Investment Services,
Inc.

The IRS has a claim against JHIS for unpaid taxes.  Since this
case began, the IRS has submitted several proof-of-claim forms,
each superseding the previous one.  Claim #6-1 asserted a $46
million unsecured claim, with $26 million designated as priority.
Claim #6-2 asserted a similar claim, but Claim #6-3 added a
secured claim of $764.

Steven Oscher, the JHIS Chapter 11 trustee, objected to Claim #6-3
on various grounds.  The IRS then submitted Claim #6-4, which
categorizes the IRS's entire $46 million claim as secured.  Claim
#6-4 does not note a general unsecured claim or an unsecured
priority claim.

In December 2009, Mr. Oscher proposed a Chapter 11 liquidating
plan, which expressly excludes the carve-out fund from the IRS's
distribution.  That same month, Mr. Oscher filed a disclosure
statement indicating that the estate's assets had a value of about
$750,000.

Two months later, and only a week before the confirmation hearing,
the IRS objected to the Plan, arguing that Claim #6-4 asserted an
unsecured claim, that the claim was allowed under 11 U.S.C. Sec.
502, and that the claim was entitled to priority under Sec.
507(a)(8).  Thus, the IRS argued, the Plan violated 11 U.S.C. Sec.
1129(a)(9)(C) because it paid the carve-out fund to JHIS's general
unsecured creditors before paying the IRS's priority claim in
full.  Mr. Oscher countered that Claim #6-4 did not assert an
unsecured claim, and thus, the IRS did not have one, either
priority or general.  The bankruptcy court agreed with Mr. Oscher
and ordered the carve-out fund distributed to JHIS's general
unsecured creditors.

The IRS appealed to the district court, which affirmed the
bankruptcy court.  The district court concluded that undersecured
creditors must provide notice of their intent to pursue a
deficiency claim.  The court concluded, permitting the IRS to
collect on a claim which no party had the opportunity to contest
would violate due process.

In a Nov. 22, 2011 decision, Circuit Judges Rosemary Barkett,
Stanley Marcus and Emmett Ripley Cox concluded the IRS did not
assert an unsecured claim on Claim #6-4.  On its face, Claim #6-4
indicated the IRS's collateral was worth the full value of its
claim.  "Surely the IRS had no reason to believe that JHIS's
assets were worth $46 million. But even if it did, the IRS learned
that it could not receive the full value of its secured claim in
December 2009 when Oscher reported that JHIS's assets totaled no
more than $750,000. After that date, the IRS took no affirmative
step to properly present its unsecured claim to the bankruptcy
court as required by the Code and the Rules," the Eleventh Circuit
held.

The IRS also contends that its objection to the Plan sufficiently
notified the other parties that it would pursue its deficiency
claim.  The Eleventh Circuit, however, pointed out that the IRS
objected to the Plan because it did not address its unsecured
priority claim as required by 11 U.S.C. Sec. 1129(a)(9)(C).  That
provision assumes the objecting party has an allowed unsecured
priority claim.  But because Claim #6-4 did not properly assert an
unsecured claim, the IRS's objection was invalid.  The IRS also
argues that no one objected to the validity of its unsecured
claim.  But, Mr. Oscher and the other creditors did not have to
because no such claim was before the court, the appeals court
said.

The appellate case is UNITED STATES OF AMERICA, Plaintiff-
Appellant, v. STEVEN OSCHER, Chapter 11 Trustee, Defendant-
Appellee, No. 10-15627 (11th Cir.).

                 About J.H. Investment Services

Daniel Prewett operated J.H. Investment Services, Inc., f/k/a
Jackson Hewitt Investment Services, Inc., which engaged in a
fraudulent real estate investment scheme.  When the scheme went
south, JHIS's creditors initiated an involuntary Chapter 11 case
on May 25, 2007.  The bankruptcy court appointed Steven Oscher as
Chapter 11 Trustee.  Mr. Oscher subsequently located and sold 40
real properties belonging to JHIS.  The bankruptcy court ordered
that 1% of the sale proceeds be set aside for JHIS's unsecured
creditors.  This fund totaled about $83,000.


KLN STEEL: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Patrick Danner at My San Antonio reports that KLN Steel Products
Co. LLC and sister companies Furniture by Thurston and Dehler
Manufacturing Co. Inc. each filed on Nov. 22, 2011, for Chapter 11
bankruptcy protection in U.S. Bankruptcy Court in Austin.

According to the report, the companies each stated in court
documents that their operations were effectively shut down last
week after a lender refused to fund payroll.  The lender, Banco
Popular North America, claims it's owed about $30 million.
Nevertheless, "all three companies plan to continue normal
production," the report quotes Patricia Tomasco, the companies'
bankruptcy attorney, as saying.  "There was a temporary cessation
of work on production.  That's been resolved."

The report relates that KLN reported its assets and liabilities
each ranged from $10 million to $50 million.  A list of its 20
largest unsecured creditors named two in San Antonio: Bexar
Transportation LLC, owed $525,420; and LGC Building LLC, owed
$402,921. LGC had leased office space to KLN.

The report says a court hearing was scheduled for Nov. 22, 2011,
on requests by KLN and its sister companies to use cash and other
collateral that the bank has liens on so they can continue
operating.  "Without immediate funding, the debtors will not be
able to purchase inventory and pay wages, salaries, rent and other
operating expenses incurred in the ordinary course of (their)
business," the report says citing court documents.

KLN Steel Products Co. LLC operates a 170,000-square-foot facility
at 4200 Pan Am Expressway, where it manufactures steel furniture
for military quarters, universities and job corps centers.


KLN STEEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: KLN Steel Products Company, LLC
        4200 N Pan Am Expressway
        San Antonio, TX 78218

Bankruptcy Case No.: 11-12855

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  JACKSON WALKER LLP
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438
                  E-mail: ptomasco@jw.com

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

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

The petition was signed by Edward J. Herman, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Lions Volunteer                                  $955,244
Blind Ind.
758 W. Morris Blvd
Morristown, TN 37813

Precision Finishing                              $731,373
P.O. Box 1501
Grass Valley, CA 95945

Allegheny Dimension                              $604,729
HC 33, Box 3
Petersburg, WV 26847

MJD Supply Company                               $555,420
9570 SW Barbur Blvd.,
Ste 311
Portland, OG

Bexar Transportation,                            $525,420
LLC
4627 Emil Road
San Antonio, TX 78219

National Wood Inc.                               $462,240
P.O. Box 65599
Salt Lake City, UT 84165

Blackhawk Steel Corp                             $411,677
Slot 303266, PO Box 66973
Chicago, IL 60666-0973

LGC Building LLC                                 $402,920
Milam Building Ste 515
115 East Travis
San Antonio, TX 78205

K-T Galvanizing                                  $321,623
2500 Chambers Street
Venus, TX 76084

Intirion-Microfridge                             $311,363
Accounts Receivable
2 Annette Road, Suite 3
Foxboro, MA 02035-1367

Shelter Forest                                   $299,997
International, Inc.
1490 SE Gideon Street,
Ste 200
Portland, OR 97202

Contract Decor Inc.                              $282,965
72-184 North Shore St.
Thousand Palms, CA 92276

Ore Pac Hardwoods                                $256,646
Products
M/S 60 P.O. Box 4300
Portland, OR 97208

Pioneer Furniture Mfg Co                         $249,922
P.O. Box 705
Athens, TN 37371-0705

Affordable Installations                         $241,618
12481 Little Deer
Creek Lane
Nevada City, CA 95959

Superior Steel Supply LLC                        $223,265
#774013, 4013 Solutions
Center
Chicago, IL 60677-4000

American Express                                 $211,778
Box 0001
Los Angeles, 90096-0001

Knoll Inc.                                       $207,678
1235 Water St.
East Greenville, PA 18041

CE McKenzie &                                    $197,871
Associates, LLC
724 S Shelmore Blvd
Suite 100
Mt. Pleasant, SC 29464

Winston-Salem                                    $186,263
Industries for the
Blind Inc.
7730 North Point Drive
Winston-Salem, NC27106


KROUSE RANCH: Creditors to Gain Control of Assets in Global Accord
------------------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley, III, approved a global
settlement which will provide for the sale of Philip Krouse's
interest in Krouse Ranch, Inc., the resolution of claims by and
between the estates and various parties, and dismissal of the
Krouse Ranch bankruptcy case.  A copy of Judge Frank's Nov. 21,
2011 Memorandum Opinion is available at http://is.gd/NxfCI6from
Leagle.com.

Philip R. Krouse and Krouse Ranch Inc. filed bankruptcy petitions
(Bankr. D. Ore. Case Nos. 09-65459 and 09-65465) on Oct. 8, 2009,
under Chapter 12 of the Bankruptcy Code.  On March 19, 2010, both
cases were converted from Chapter 12 to Chapter 11 on the Debtor's
motion.  An order providing for the joint administration of the
cases was entered on June 14, 2010.

Krouse Ranch owns property along the Applegate River in
southwestern Oregon, and 74% of the shares in Krouse Ranch was,
prior to the bankruptcy, owned by Philip Krouse.  The ownership of
the balance of the stock is unclear: 1% of the shares is held by
Copeland Sand and Gravel.  The balance was held by Mr. Krouse's
late brother.  The parties assume that the shares are now owned by
the brother's widow.  However, no evidence of any probate
proceeding or other transfer of the shares has surfaced in the
bankruptcy proceedings

A plan of reorganization was filed in Krouse Ranch -- which had
been designated the lead case -- on July 6, 2010.  On Nov. 24,
2010, the United States Trustee filed a motion to convert or
dismiss the cases.  A hearing to consider the motion was convened
on Feb. 18, 2011.  At that time, the Debtors conceded that the
cases should be converted to Chapter 7, and an order to that
effect was entered on March 3, 2011.

Given the potential for conflicting claims between the estates,
the United States Trustee elected to appoint different chapter 7
trustees in the two cases. As a practical matter, the joint
administration of the two cases ended at that point.

According to the Court's claims register, the total amount claimed
against the estate of Krouse Ranch is $1,273,843.02, of which
$474,780.49 is claimed as secured, and $17,758.50 is claimed as
priority.  Any objections to claims have been overruled or
withdrawn, and there are no objections outstanding. All scheduled
claims are deemed allowed.

Total claims filed in the Philip Krouse case are $1,437,332.73, of
which $562,812.32 is claimed as secured, and $14,370.00 is claimed
as priority.  Nearly all of Philip Krouse's non-exempt assets at
the time the petition was filed consisted of his shares in Krouse
Ranch.  An order discharging Philip Krouse was entered on June 20,
2011.  No action to except any claim from discharge is pending.

Significant claims in the Krouse Ranch case are:

     $228,713.70     Claim No. 1: Filed by Robert Kerivan based on
                     a judgment entered by the Circuit Court for
                     Josephine County, Oregon.

     $124,501.40     Claim No. 2-3: An amended claim filed by
                     Robert Kerivan based on a judgment for
                     attorney's fees.

      $92,959.89     Claim No. 4-2: Filed by Frohnmayer,
                     Deatherage, Jamieson, Attorneys at Law.  The
                     claim is for legal services rendered to the
                     Debtor.  The claim is secured by a deed of
                     trust delivered by Krouse Ranch, shortly
                     before the commencement of the case.
                     Delivery of the deed of trust has been
                     challenged by creditors Kerivan and
                     Bridgeview Vineyards as a fraudulent or
                     preferential transfer.

       $1,000.00     Claim No. 5-1: Filed by Bridgeview Vineyards,
                     Inc., secured by a judicial lien.

     $100,000++      Claim No. 6-1: A claim alleging a "continuing
                     course of waste with respect to the vineyard"
                     on the real property owned by KRI.  The claim
                     is made in favor of Robert Kerivan.

     $641,689.12     Claim No. 12-1: This claim, made by Robert
                     Kerivan, and is premised on alleged on-going
                     waste respecting the Applegate property for
                     the year 2009, through the termination of the
                     partnership previously existing between
                     Kerivan and KRI.  The claim is also made in
                     the Philip Krouse case. The claim appears to
                     be in addition to the claim for waste set out
                     as Claim No. 6.
      $13,846.00     Claim No. 13-2: An amended claim by Debtors'
                     attorneys. This is filed as a priority claim.

       $3,587.50     Claim No. 14-1: A priority claim by Edward
                     Talmadge, Attorney at Law, counsel for the
                     Debtor.

      $55,675.00     Claim No. 15-1: A secured claim filed by
                     Copeland Sand and Gravel, Inc.

The two Chapter 7 Trustees were presented with a difficult
situation. The only asset of KRI is the real property in the
Applegate Valley, and tenant rights such as grazing and water
rights.  The only substantial asset in Philip Krouse's case was
his 74% ownership in KRI.  Both cases involved substantial
unresolved claims and related litigation.  Compounding the
difficulties of the KRI Trustee was the Debtor's low basis in the
subject property for tax purposes.  As will be seen, this would
have resulted in a significant tax claim upon sale of the real
property itself.

Pursuant to the settlement, the parties propose a transfer of
Philip Krouse's controlling interest in KRI -- and thus control of
the real estate -- to creditors Kerivan and Bridgeview.  In
return, Kerivan will contribute $100,000, plus additional cash
sufficient to pay the claims outstanding in the KRI case, other
than those of Kerivan and Bridgeview.  The agreement provides for
dismissal of the case after payment of the claims, effectively
waiving the claims of Kerivan and Bridgeview.  At the time the KRI
case is dismissed, the parties will undertake to dismiss
litigation now pending in the bankruptcy and circuit courts.  The
Philip Krouse individual case will remain open, and Bridgeview and
Kerivan will remain creditors.  The only remaining asset at that
point will be, presumably, the $100,000 paid in consideration for
the transfer of the shares.


LAST MILE: Files Schedules of Assets and Liabilities
----------------------------------------------------
Last Mile Inc. filed its schedules of assets and liabilities with
the U.S. Bankruptcy Court for the Southern District of New York,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property                  $503,500
  B. Personal Property           $11,253,558
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $17,534
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,683,121
                                ------------     ------------
        TOTAL                    $11,757,058      $23,300,655

A full-text copy of the schedules and statements is available for
free at http://bankrupt.com/misc/LASTMILE_sal.pdf

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq, and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Darol Lain, president.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.


LAZYLOT DAIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lazylot Dairy, Inc.
        18383 465th Avenue
        Castlewood, SD 57223-5330

Bankruptcy Case No.: 11-10235

Chapter 11 Petition Date: November 21, 2011

Court: United States Bankruptcy Court
       District of South Dakota (Northern (Aberdeen))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Laura L. Kulm Ask, Esq.
                  GERRY & KULM ASK, PROF LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  E-mail: ask@sgsllc.com

Scheduled Assets: $3,370,216

Scheduled Debts: $2,928,500

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/sdb11-10235.pdf

The petition was signed by David R. Howe, president.


LEHMAN BROTHERS: Credit Agricole Wants Plan Confirmation Denied
---------------------------------------------------------------
Credit Agricole Corporate and Investment Bank asks Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of
New York to deny the confirmation of Lehman Brothers Holdings
Inc.'s Chapter 11 plan, complaining that one of its provisions
violates U.S. bankruptcy law.

Credit Agricole said the proposed plan entitles Lehman to a
discharge in violation of a provision in bankruptcy law, which
says that a company liquidating in Chapter 11 is not entitled to
a discharge.

A discharge wipes out pre-bankruptcy debt and stops creditors
from suing the restructured company after it emerges from
bankruptcy protection.

The bank's lawyer, Andrew Brozman, Esq., at Clifford Chance US
LLP, in New York, pointed out that the plan calls for the
liquidation of Lehman's assets, hence, the company is not
entitled to a discharge.

"The liquidating plan runs afoul of the Bankruptcy Code and may
not be confirmed with the inclusion of the discharge," Mr.
Brozman said in court papers.

Earlier, the U.S. Trustee, a Justice Department agency overseeing
bankruptcy cases, raised the same issue in the objection it filed
with the Court.

To counter the objections, Lehman can argue that there is
sufficient business to survive confirmation so that discharge is
not only proper but also essential.

If the plan is confirmed without a discharge, the restructured
company would exit bankruptcy protection only to find creditors
able to sue and attach billions of dollars in remaining assets it
is supposed to manage and sell, with proceeds to be distributed
to creditors.  Without a discharge, Lehman would also be
compelled to transfer remaining assets to a liquidating trust,
according to a November 9 report by Bloomberg News.

Although creditors could not sue the trust, the trust would not
benefit from Lehman's tax-loss carryforwards.  The trust would
have to pay income taxes in future years without these tax
losses, decreasing the amount available for distribution to
creditors.

If the objections are rejected and Lehman receives a discharge
while retaining unsold assets, the company won't have to pay the
taxes, maximizing creditors' recoveries, according to the report.

              Lehman Trustee, et al., Support Plan

Meanwhile, James W. Giddens, the trustee appointed to liquidate
Lehman's brokerage unit; OMX Timber Finance Investments II LLC;
CarVal Investors UK Limited; and an association of German banks
expressed support for the confirmation of the proposed plan.

The Lehman brokerage asserts approximately $443 million in
unsecured claim against Lehman's commercial paper unit.  Earlier,
the trustee voted the unsecured claim and other claims held by
the brokerage in favor of the plan.

In another development, Lehman filed with the bankruptcy court a
list of contracts that are no longer scheduled for assumption and
another list identifying additional contracts that it seeks to
assume.  Lists of these contracts are available without charge
at http://bankrupt.com/misc/LBHI_ContractLists2.pdf

The move comes after Federal Home Loan Bank of Indianapolis and
more than 100 other creditors filed objections to the assumption
of their contracts with Lehman.  The opposing creditors argued,
among other reasons, that the contracts have already expired or
have been terminated.

                    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: Govt. Lawyer Questions Board Selection Committee
-----------------------------------------------------------------
A government lawyer has questioned a provision in the proposed
order approving Lehman Brothers Holdings Inc.'s motion to form
the so-called board selection committee.

LBHI previously sought court approval to form a committee that
would decide on the composition of the reorganized company's
board of directors.  It is required under the proposed Chapter 11
plan and is part of the settlement the company entered into with
creditors.

In court papers, Robert William Yalen, Esq., asked Judge James
Peck to strike a provision in the proposed order, which gives
protection to members of the committee from any liability to
third parties.

Mr. Yalen said it exceeds the authority of the bankruptcy court
and that the court lacks jurisdiction to grant requests to
release the liability of "non-debtors" to third parties.

"To the extent that these provisions also protect [Lehman], they
improperly seek protections beyond the discharge, if any, to
which [Lehman] may be entitled under a confirmed plan," he
further said.

Mr. Yalen also criticized the so-called plan trust agreement and
asked Judge James Peck to deny approval of the agreement "to the
extent that it seeks to immunize non-debtors from potential
liabilities to third parties."

The hearing to consider the motion is scheduled for November 16,
2011.

                    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: Proposes Settlement of $7.7-Bil. SASCO Suit
------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval of an
agreement which calls for the settlement of a multi-billion
dollar lawsuit against officials of Structured Asset Securities
Corp.

The lawsuit was filed in 2008 by investors who bought mortgage-
backed securities issued by SASCO, a Lehman affiliate, to seek
payment of almost $7.7 billion in damages.

Under the deal, the investors agreed to settle the SASCO lawsuit
for a payment of $40 million, of which $31.7 million will be paid
through LBHI's directors-and-officers liability insurance
programs while the rest will be picked up by the company.

A copy of the term sheet which lays out the terms of the deal is
available at http://bankrupt.com/misc/LBHI_SASCOSettlement.pdf

Subject to court approval, LBHI will also shoulder the payment of
up to $1.7 million in connection with the implementation of the
settlements of the SASCO lawsuit and three other cases filed in
New York against the company's current directors.

The company will only be required to make the $1.7 million
payment in case there are no longer enough funds available under
its insurance policies for the 2007-2008 policy year.

Aside from the 2008 lawsuit, the SASCO officials were also sued
by Federal Home Loan Bank of Boston and Stichting Pensioenfonds
ABP in connection with SASCO's issuance of the mortgage-backed
securities.

Federal Home and Stichting both agreed to settle the lawsuits for
a payment of $3 million each by LBHI's insurers, which include
certain underwriters at Lloyd's, London.  The settlement payment
is also subject to court approval.

Judge James Peck will hold a hearing on November 30, 2011, to
consider approval of the requests.  The deadline for filing
objections is November 23, 2011.

                    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: Wants to Monetize Equity Interests In Neuberger
----------------------------------------------------------------
Lehman Brothers Holdings Inc. filed a motion to monetize its
equity interests in Neuberger Berman Group LLC investment
management business, which is expected to bring in as much as
$1.5 billion.

The business, which includes the Neuberger Berman money-
management business, LBHI's asset-management unit and private
funds investments group, was sold to Lehman executives in
December 2008.  The sale gave the company $814 million in
preferred stock and 49% of the common equity in NBG.

In court papers filed on November 9, LBHI disclosed that it
negotiated with NBG to monetize its stake through a series of
redemptions.  The proposed transactions would result in a
redemption at par of LBHI's preferred equity in NBG, a potential
repurchase of a portion of its common equity at closing, and a
defined path to monetize its remaining common equity.

The transactions are expected to generate more than $845 million
at closing from the redemption of and final dividend on Lehman's
preferred equity.  In addition, future repurchases of common
equity are expected to yield about $300 million to $450 million
or more, according to court papers.

Along with $160 million that LBHI already received from its
interest in NBG, the company stands to recover about $1.3 billion
to $1.5 billion from their investment in NBG through the time of
closing.

A copy of the term sheet which lays out the terms of transactions
is available at http://bankrupt.com/misc/LBHI_NBGDeal.pdf

"This transaction clearly positions the firm for its continued
success and simultaneously delivers significant value to Lehman's
creditors," The Wall Street Journal quoted Jack McCarthy, a
managing director at Alvarez & Marsal Inc., as saying.

"We have been very deliberate in our support of Neuberger
Berman's strategic vision and management's mission to perform for
clients," Mr. McCarthy said.

The Court will hold a hearing on November 30, 2011, to consider
approval of the motion.  The deadline for filing objections is
November 23, 2011.

                    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 Deal to Abandon Claim in UPM Funds
---------------------------------------------------------------
On May 15, 2007, Judge Lee Sinclair of the Stark County (Ohio)
Court of Common Pleas appointed Thomas E. Pratt as receiver for
United Petroleum Marketing LLC.  The Appointment Order was
occasioned, in part, by a default by Amin Mohammed, the sole
member of UPM, on a commercial loan from Lehman Brothers Holdings
Inc. for $8,600,000.  The State Court subsequently approved the
terms of Mr. Pratt's employment as receiver and authorizing him
to retain BBP Partners, LLC, and Schottenstein, Zox and Dunn Co.,
LPA, to assist in the administration of UPM.

The Receiver -- Mr. Pratt, BBP and Schottenstein -- assumed
control of UPM's assets and subsequently liquidated the assets
through an auction.  The Receiver asserts that it allocated a
portion of the proceeds of the Auction to the fees and expenses
of the receivership, retained approximately $45,000 to cover
outstanding receivership costs like real estate taxes, and
returned the balance to UPM's creditors as required by Ohio law,
including a payment of approximately $8,000,000 to LBHI.  As the
senior secured creditor of UPM, LBHI may have an interest in the
Remaining Receivership Funds.

Following the Debtors' Petition Date, Mr. Pratt and BBP were
named as defendants in two cases filed in the Cuyahoga County
(Ohio) Court of Common Pleas, which related to certain actions
they had taken in their capacity as Receiver of UPM's assets.
The Receiver asserts claims for reimbursement of amounts incurred
in connection with the Cuyahoga Action from the Remaining
Receivership Funds.

In light of this, LBHI and the Receiver sought and obtained
approval of a stipulation and order, which provides that each of
Mr. Pratt, BBP and Schottenstein, on behalf of themselves and for
their agents, attorneys, and employees, waives and releases all
claims or causes of action it or they may have against LBHI.  In
return, LBHI will be deemed to have disclaimed and abandoned any
interest that it may have in the Remaining Receivership Funds.

                    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: Dist. Court Junks Anew Retirees' Suit vs. Execs
----------------------------------------------------------------
Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York rejected again a lawsuit filed by a group of
Lehman Brothers Holdings Inc. retirees against the failed bank's
executives and directors, including former chief executive
Richard Fuld.  The suit alleges that the Lehman executives and
directors squandered the retirees' retirement savings in the
investment bank's stock, Dow Jones' Daily Bankruptcy Review
reported.

Judge Kaplan, according to Evan Weinberger of Law360, ruled that
the plaintiffs had failed in their second amended complaint to
sufficiently allege under the Employee Retirement Income Security
Act that the committee overseeing the retirement plan should have
known that Lehman's stock was at risk.

                    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: Claims Trading Declines as Confirmation Nears
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Lehman Brothers Holdings Inc. continued
dominating bankruptcy claims trading in October, the $3.16 billion
in Lehman claims to change hands last month was some 28% fewer in
dollar amount than the previous month.  Last month

Lehman accounted for 94.5% of the $3.34 billion in total claims
that were sold, according to data compiled from court records by
SecondMarket Inc.

As Lehman goes, so goes the claim trading business generally.
October's 651 total reported trades were half the prior month's
and the fewest since February, SecondMarket said.

The face value of claims was down 26% from September. Lehman is
scheduled for confirmation of its Chapter 11 plan on Dec. 6.

                    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.

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)


LENNAR CORP: Moody's Assigns 'B3' Rating to Senior Note Offering
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Lennar's
proposed $300 million convertible senior note offering. At the
same time, Moody's affirmed the company's B2 corporate family
rating, B2 probability of default rating, B3 rating on the
existing senior unsecured notes and convertible senior notes, and
SGL-2 speculative grade liquidity assessment. The rating outlook
remains positive.

The new $300 million convertible senior notes will mature in 2021.
The proceeds are intended for the growth of the company and for
the replenishment of its cash position.

These rating actions were taken:

Proposed $300 million convertible notes due 2021, assigned a B3
(LGD4, 60%);

Corporate family rating affirmed at B2;

Probability of default rating affirmed at B2;

Existing senior unsecured notes affirmed at B3 (LGD4, 60%);

Existing convertible senior notes affirmed at B3 (LGD4, 60%);

Speculative grade liquidity assessment affirmed at SGL-2;

RATINGS RATIONALE

The B2 corporate family rating considers that Lennar's continued
investments in land and distressed real estate loans and assets
will diminish free cash available to service and reduce debt. The
rating also incorporates Lennar's long land position and its
substantial (albeit greatly reduced) off-balance sheet joint
venture exposure. The latter has been a major focus of the
company's attention, and it has opted, or been required, to reduce
its maximum recourse unconsolidated joint venture debt from $1.8
billion at fiscal year-end 2006 to $156 million at August 31,
2011. In contrast, Lennar's total Moody's-adjusted homebuilding
debt increased from $3.6 billion to $4.2 billion ($4.5 billion pro
forma for this offering) over the same time period. The company's
pro forma adjusted gross homebuilding debt/capitalization at
August 31, 2011 was 57.9%, a debt leverage metric more typically
associated with that of a mid-single B credit.

At the same time, Lennar's ratings are supported by the company's
improving gross margins, which currently approach 23% (on a
Moody's-adjusted basis), positive net income generation,
diminished pace of impairment charges, and progress in reducing
its formerly outsized joint venture investments. Lennar's
liquidity is supported by its pro forma $1.1 billion unrestricted
cash position and its $150 million letter of credit facility due
November 2013.

The positive ratings outlook reflects Moody's belief that Lennar
has driven its costs down sufficiently that it can generate modest
earnings from the currently stabilized, albeit very weak, industry
conditions. In addition, the positive outlook assumes that the
company will maintain capital structure discipline as it pursues
additional growth opportunities during the next few years,
including expanding its portfolio of troubled real estate loans
and REO (real estate owned).

The ratings could benefit if the company continues to generate
positive net income, resumes growing its free cash flow, begins
driving its debt leverage back to the low 50% level, and continues
to strengthen its liquidity.

The outlook could return to stable if the economy were to enter
into a double-dip downturn; the company returned to generating
more than modestly negative net income; impairments were to again
rise materially; the company were to experience even sharper-than-
expected reductions in its trailing 12-month cash flow generation;
and/or adjusted debt leverage were to exceed 65%.

The principal methodology used in rating Lennar was the Global
Homebuilding Industry Methodology published in March 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.

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company has presence in
14 states and specializes in sale of single family homes for
first-time, move-up and active adult buyers. Lennar also invests
in distressed real estate assets and provides mortgage financing
to its customers. Total homebuilding revenues (excluding Rialto
and the financial services business) and net income for the 12-
month period ending August 31, 2011 were approximately $2.6
billion and $94 million, respectively.


LENNAR CORP: S&P Assigns 'B+' Rating to $300-Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '4' recovery rating to Lennar Corp.'s proposed $300 million of
convertible senior notes due 2021. "Our '4' recovery rating
indicates our expectation for an average (30%-50%) recovery in the
event of default," S&P said.

The company plans to use proceeds from the offering for general
corporate purposes, which may include the repayment of debt, land
acquisitions, or distressed real estate investments. From our
perspective, the offering will essentially replenish the company's
cash holdings, some of which Lennar used to repay $113.2 million
of senior notes that matured in October. The new notes will rank
equally with Lennar's other senior unsecured obligations and will
be guaranteed by substantially all of Lennar's homebuilding
subsidiaries for as long as these subsidiaries guarantee other
Lennar obligations. The guarantees can be released under certain
circumstances.

"Our ratings on Miami-based Lennar reflect the impact of the
protracted housing market downturn, which has resulted in steep
revenue and EBITDA declines over the past five years. We currently
view Lennar's business profile as weak, given our view that a
tepid recovery in housing over the next year will likely result in
very modest year-over-year sales growth and modest profitability
in 2012. We acknowledge that Lennar has been more profitable than
most of its homebuilding peers due, in part, to its opportunistic
investments in distressed financial and real estate assets.
However, Lennar's profitability measures are still low relative to
similarly rated industrial peers and are indicative of a weak
business risk profile, in our view. We view Lennar's financial
profile as aggressive, given the company's elevated debt-to-
capital ratio and weak EBITDA-derived credit measures. Lennar is
one of the nation's largest homebuilders, having delivered 10,559
homes during the 12 months ended Aug. 31, 2011, at an estimated
average price of $243,000," S&P related.

"Our stable outlook reflects our expectations that the overall
demand for new home sales and home prices will remain under
pressure, but rebound modestly by year-end 2012. In this
environment, we expect Lennar to hold or increase market share,
remain modestly profitable, and maintain adequate liquidity. We
could lower our rating on the company by one or more notches if
Lennar substantially depletes its cash balance (either through
aggressive inventory spending in anticipation of strong demand
that fails to materialize or large investments in the Rialto
segment) such that liquidity is no longer sufficient to meet
estimated capital needs over the next two years (about $800
million), particularly in the absence of committed revolving
credit capacity. Positive rating momentum is unlikely until a more
robust housing recovery takes hold and Lennar is able to realize
sufficient growth in revenues and profitability such that debt-to-
EBITDA approaches 4x and the company maintains what we believe is
an adequate liquidity profile," S&P said.

Ratings List

New Rating
Lennar Corp.
$300 mil. Convertible senior notes due 2021   B+
  Recovery rating                              4


LEVELLAND/HOCKLEY COUNTY: Committee Wants Ruling on GE's Lien
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Levelland/Hockley County Ethanol, L.L.C., asks the U.S.
Bankruptcy Court for the Northern District of Texas to enter a
judgment against GE Business Financial Services, Inc., and Farmers
Energy Levelland, LLC, declaring that:

   i) the Defendants' liens do not extend or attach to, or in
      the 2010 USDA Payment or the 2011 USDA Payment; or, in the
      alternative;

  ii) to the extent that the Defendants' liens exist and attach,
      the Defendants' liens are not properly perfected in the 2010
      USDA Payment or the 2011 USDA Payment.

GE, in its capacity as administrative agent for the prepetition
senior lenders to the Debtor, purports to hold a blanket lien in
the Debtor's assets.  FEL purports to hold a junior lien in
substantially the same collateral allegedly secured by GE's
blanket lien.

According to the Committee, The 2010 USDA Payment (the grant
money), among other things:

   -- became property of the Debtor's bankruptcy estate upon
      receipt from the USDA;

   -- is not proceeds of the Defendants' collateral;

   -- is not subject to either of the Defendants' prepetition
      security agreements;

   -- neither of the Defendants has a valid security interest in
      the 2010 USDA Payment, or alternatively, any security
      interest of the Defendants in the 2010 USDA Payment, to the
      extent that such security interest exists, is not properly
      perfected.

The Committee is represented by:

      Stephen M. Pezanosky, Esq.
      Mark Elmore, Esq.
      Erik K. Martin, Esq.
      HAYNES AND BOONE, LLP
      201 Main Street, Suite 2200
      Fort Worth, TX 76102
      Tel: (817) 347-6600
      Fax: (817) 347-6500
      E-mail: stephen.pezanosky@haynesboone.com
              mark.elmore@haynesboone.com
              erik.martin@haynesboone.com

                     About Levelland/Hockley

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

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

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


LIBERTY STATE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Liberty State Credit, Inc.
        111 Markless Road
        Cherry Hill, NJ 08003

Bankruptcy Case No.: 11-13721

Chapter 11 Petition Date: November 22, 2011

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

Judge: Kevin Gross

Debtor's Counsel: Peter James Duhig, Esq.
                  BUCHANAN INGERSOLL & ROONEY PC
                  1105 North Market Street, Suite 1900
                  Wilmington, DE 19801-1228
                  Tel: (302) 552-4217
                  Fax: (302) 552-4295
                  E-mail: peter.duhig@bipc.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 filed
with the petition is available for free at:
http://bankrupt.com/misc/deb11-13721.pdf

The petition was signed by Richard W. Barry, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                                   Case No.
        ------                                   --------
Liberty State Benefits of Delaware, Inc.,        11-12404
A Delaware Corporation
Liberty State Benefits of Pennsylvania, Inc.,    11-12405
A Pennsylvania Corporation
Liberty State Financial Holdings Corp.,          11-12406
A New Jersey Corporation


LIFECARE HOLDINGS: S&P Gives Negative Outlook on Debt Burden
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on LifeCare
Holdings Inc. to negative from stable. "We affirmed our 'CCC-'
corporate credit and other ratings on the company," S&P said.

"The low-speculative-grade rating on LifeCare Holdings Inc.
reflects our expectation that the company will continue facing
significant operating margin pressures, while its large debt
burden and inadequate cash flow will constrain its highly
leveraged financial risk profile," said Standard & Poor's credit
analyst David Peknay. "Key industry challenges, most notably the
uncertain reimbursement environment for Medicare, are a constant
threat for LifeCare and all other long term acute care hospital
(LTACH) providers. Notwithstanding the relatively good 2.5%
Medicare rate increase LTACH providers will receive for federal
rate year 2012, we expect over the longer term that federal
efforts to cut health care spending, such as the potential for a
cut of up to 2% from but the Budget Control Act of 2011, will put
downward pressure on hospital payment rates for several years.
Reimbursement risk from private insurance companies limits upside
profit potential; it is unlikely we will adopt a more favorable
view of the company's vulnerable business risk profile in the
foreseeable future."

"Despite its position as one of the largest LTACH operators (a
portfolio of 27 facilities), LifeCare's vulnerable business risk
profile is highlighted by its narrow focus in a single health care
subsector with uncertain prospects. LifeCare must contend with a
difficult reimbursement environment that has limited payment rate
increases, as measured by net patient service revenue per patient
day, to nearly zero. In addition, we believe competition and the
weak national economy have contributed to the company's weak
patient volume trends. Same-facility admissions increased only
0.7% for the first nine months of 2011, compared with the same
period last year. The acquisition of seven LTACHs from HealthSouth
and opening an additional facility will help increase total
revenues, but, on a same-facility basis, we believe revenue
increases will be in the low single digits, at best," S&P related.

"We believe the recently replaced credit facility reduced near-
term bankruptcy risk under the prior credit facility because of
the covenant relief it provided. We believe the acquisition of the
LTACHs from HealthSouth will help increase revenues and EBITDA,
giving LifeCare a better chance of meeting its new senior secured
leverage and interest coverage ratio requirements when they
begin to be calculated in the fourth quarter of 2011," S&P said.

"However, we believe the company will continue to struggle to
improve funds from operations (FFO) over the next year, primarily
because of the increase in cash interest expense due to the higher
interest cost of the new credit facility. We believe that GAAP
interest expense may be near, or possibly exceed EBITDA.  We
believe LifeCare will at best produce only minimal free operating
cash flow (FOCF) and that is only possible because of the pay-in-
kind (PIK) portion of interest expense. LifeCare may not have any
liquidity to fund a cash outflow and remain covenant compliant,"
S&P said.


LOS ANGELES DODGERS: SAC Capital in Talks to Bid for Club
---------------------------------------------------------
The Wall Street Journal's Matthew Futterman and Gregory Zuckerman
report that hedge-fund titan Steven A. Cohen, the billionaire
founder of SAC Capital Advisors, has been discussing the bid with
Steve Greenberg of Allen & Co., to bid for the Los Angeles
Dodgers, according to three people involved with the bankruptcy
sale of the baseball team.

WSJ notes Mr. Greenberg has close ties to the leaders of Major
League Baseball.  Mr. Greenberg served as deputy commissioner of
baseball, and has represented many baseball owners and bidders,
including New York Mets owners Fred Wilpon and Saul Katz.  He is
considered by many in the business to be the banker-of-choice for
MLB when it comes to team sales and acquisitions.

The Journal recounts Mr. Cohen and Mr. Greenberg dealt with each
other earlier this year when Mr. Greenberg was looking to sell a
$200 million stake in the Mets on behalf of Messrs. Wilpon and
Katz.  Mr. Cohen ultimately decided not to pursue the Mets, who
reached a deal with another hedge fund manager, David Einhorn,
only to see it fall through over the summer.

According to the Journal, others who have expressed interest in
the Dodgers team include:

     * Mark Cuban, owner of the National Basketball Association's
       Dallas Mavericks;
     * Ron Burkle, the California financier who is an owner of the
       National Hockey League's Pittsburgh Penguins; and
     * Tom Golisano, the billionaire former owner of hockey's
       Buffalo Sabres.

MLB rules require approval by three-quarters of the league's
owners, but the people familiar with the matter said the court's
involvement could have a moderating influence on the league, which
can be picky about who it chooses to allow into its exclusive
club.

According to WSJ, people familiar with the matter have said MLB
plans to size up potential bidders during the next six weeks.  Bid
books are scheduled to be distributed shortly after Thanksgiving,
with the first round of bidding planned for early January.

WSJ relates Mr. Greenberg declined to comment; a spokesman for Mr.
Cohen would not comment; and a representative of Blackstone would
not comment.

                  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.


LSP BATESVILLE: S&P Affirms 'CC' Rating on Senior Secured Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook to
developing from negative on gas-fired power plant LSP Batesville
Funding Corp.'s $150 million senior secured bonds due 2014 ($35
million outstanding) and $176 million senior secured bonds due
2025 ($176 million outstanding). The change in outlook comes after
the announcement of the pending sale of the facility to TPF II
Southeast Holdings LLC (TPF II), whose parent TPF II L.P. is a
private equity fund managed by Tenaska Capital Management. "At the
same time, we affirmed our 'CC' rating and left unchanged our
recovery rating of '4', indicating our expectations of average
recovery (30% to 50%) if a payment default occurs," S&P said.

The transaction's completion is subject to the receipt of
regulatory consents, a successful restart of Unit 1, and a waiver
of alleged defaults and certain consents of the bondholders.

"The January and July draws on the debt service reserve account
left only a negligible balance in that account (less than $10,000
as of Oct. 31, 2011). The next debt-service payment, of about
$16.3 million, is due on Jan. 15, 2012. Given the substantial
depletion of the debt-service reserve and operational
difficulties, we believe LSP Batesville will not have sufficient
funds to make this payment. Then, without restructuring or
receiving substantial equity injection, we think the project will
likely default in 2012 when the reserve is exhausted. Because we
know the date of likely payment default, the ratings are 'CC' per
our criteria," S&P related.

"The developing outlook reflects the uncertainty of timing of
completion of acquisition and the possible future support from the
new owner," said Standard & poor's credit analyst Theodore Dewitt.

"We may raise the rating if the project is able to make its
January 2012 debt service payment, if the project's likelihood of
an improved financial profile increases, and the possibility of
parental support under liquidity stresses becomes more certain.
Alternatively, if the parties do not complete the acquisition and
there is no capital infusion of any sort, we continue to
believe that the project will likely default on its next debt
service payment in January 2012, at which point we could lower the
ratings," S&P said.


MAGNOLIA FARM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Magnolia Farm & Home Supply Inc., a Corporation
        P.O. Box 6536
        Laurel, MS 39441

Bankruptcy Case No.: 11-52694

Chapter 11 Petition Date: November 21, 2011

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: C. Everette Boutwell, Esq.
                  BOUTWELL LAW FIRM LTD.
                  P.O. Box 4448
                  Laurel, MS 39441-4448
                  Tel: (601) 649-3221
                  Fax: (601) 649-4648
                  E-mail: ceb@boutwellandcompany.com

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

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

The Company?s list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mssb11-52694.pdf

The petition was signed by B. L. Walters, Jr., president.


MAJESTIC STAR: Creditors Sue to Reclaim Cash From CEO's Estate
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that creditors of
riverboat casino operator Majestic Star are suing the estate of
former Chief Executive Don Barden, alleging that company cash was
used to pay the bills of Barden's other companies.

                      About Majestic Star

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MARCREA DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: MarCrea Development, LLC
        3191 East Warm Spring Road
        Las Vegas, NV 89120

Bankruptcy Case No.: 11-37405

Chapter 11 Petition Date: November 22, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Caroline C. Fuller, Esq.
                  FAIRFIELD AND WOODS, P.C.
                  1700 Lincoln Street, Suite 2400
                  Denver, CO 80203-4524
                  Tel: (303) 830-2400
                  Fax: (303) 830-1033
                  E-mail: cfuller@fwlaw.com

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

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

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Robert D. Martin, manager.


MAYSVILLE: Amends Disclosure Statement for the Second Time
----------------------------------------------------------
Maysville, Inc., filed a second amended disclosure statement dated
Oct. 21, 2011, in support of its Chapter 11 Plan of
Reorganization.

The Debtor's Plan seeks to reduce the amount of the secured debt
on its real estate to the fair market value of said property and
restate the terms of the secured debt to reflect reasonable
commercial rates and terms and to pay the value of the resulting
allowed secured claim.

The Plan is predicated on the Debtor's ability to maintain and
potentially increase the rental income stream of their rental
properties and condominium units.  This will enable the Debtor to
make the proposed Plan payments to the secured claim holders.
Additionally, the Plan is predicated on the contribution of new
value to Maysville by the Debtor's principals, the Redondos, in
the sum of $1,000,000 which sum will be used to pay
administrative, secured, priority, and unsecured creditors, and if
a Section 1111(b) election is made by the secured creditor, a
portion of these funds will be used to pay for management and the
operation of the Debtor's business.

The Debtor's current shareholders have engaged in a transaction,
subject to funding, that would transfer 20% of the equity interest
in the Debtor to a group from Equador for $1,000,000 and would
transfer 40% of the equity in exchange for $2,100,000.  The Debtor
expects this money to be placed in an escrow account subject only
to the entry of the Confirmation Order at least five business days
before the Confirmation hearing.

The Plan designates these Classes of Claims and Interests:

     A. Allowed Administrative Claims are estimated to be $50,000,
        consisting of the claims of counsel to the Debtor and U.S.
        Trustee's administration fees.  These claims will be paid
        in full on the Effective Date.

     B. Class I (Secured Claim of Judgment Creditor Fifteen Encore
        Platinum) will retain its lien securing its claims to the
        extent of the allowed amount of the claim and will receive
        deferred cash payments equal to at least the allowed
        amount of the claims.  The value of the Property is
        $15,273,964.  The restated loan balance will be paid in
        full within 60 months of Plan Confirmation.  The restated
        loan balance will be paid pursuant to a 30-year
        amortization schedule, with a balloon for the balance due
        at the end of the 5-year Plan term.  The interest rate
        will be 4.25% based on the current prime rate of 3.25% and
        a Treasury Rate of 2.78%, with a risk factor of 1%.

     C. Class II (Platinum Condominium Association) will be paid
        the full amount of its claim over five years without
        interest.  As of the petition date, the Association was
        owed the approximate sum of $50,451.18 in unpaid
        condominium assessments.

     D. Class III (Secured Claims of the Miami-Dade County Tax
        Collector) will be in part with a lump sum payment in the
        amount of $500,000 from the New Value Contribution on the
        Effective Date for 2009 and 2010 taxes, with the balance
        to be paid through annual payments including interest
        accruing at 18% over the 5-year period of the Plan.  These
        claims are for 2009 and 2010 ad valorem taxes in the
        amount of $688,345.06, plus statutory interest.

     E. Class IV (General Unsecured Claims) will be paid from a
        contribution of new value by the Redondos and the
        Construction Litigation.  Members will share a pro rata
        distribution with the members of Class V from the new
        value contribution and the Construction Litigation.  Class
        IV claimants are expected to be paid in full.

     F. Class V (Judgment Creditor's Deficiency Claim) - If the
        Judgment Creditor elects to retain its lien for the full
        amount of its allowed claim, it will retain its under-
        secured lien but will not receive any payment on the
        under-secured portion of its mortgage by a sale of the
        property.

     G. Class VI (Equity Holders) will be cancelled and voided.

Claim Holders in Classes I, II, III, IV and V are impaired.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/MAYSVILLE_2DS.pdf

As reported in the Troubled Company Reporter on Oct. 24, 2011, the
Bankruptcy Court had previously denied conditional approval of the
disclosure statement dated Sept. 26, 2011.

Fifteen Encore Platinum LLC, successor in interest to MUNB Loan
Holdings, LLC, had objected to the Debtor's motion for conditional
approval [D.E. 71] of the disclosure statement, citing, among
others, that the disclosure statement fails to provide adequate
disclosure regarding a variety of issues, including but not
limited to the source and current availability of the current
equity holders' alleged $1.0 million new value contribution.

                       About Maysville, Inc.

Maysville, Inc., is the record title holder of a multi parcel
property in Miami-Dade County, Florida.  The property consists of
six apartment buildings with 133 apartment units.  The property
also includes 21 unsold units in the Platinum Condominium.  The
Debtor is owned and operated by its principals, Alex Guillermo
Redondo, Aurora Brito de Redondo, Carmen Redondo, Jhosmar
Redondo and Algemiro Redondo, Jr., who have owned and operated the
property for 24 years.

Maysville filed its second voluntary petition under Chapter 11 on
Aug. 11, 2011, with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami) before the Hon. Laurel M. Isicoff.
The bankruptcy case is Maysville, Inc., Case No. 11-32532.

Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida --
jbast@bastamron.com -- serves as the Debtor's bankruptcy counsel.
Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami,
Florida, is the Debtor's special litigation counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

Deadline to file a complaint to determine dischargeability of
certain debts is Nov. 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.

In the first voluntary petition for bankruptcy (Bankr. S.D. Fla.
Case No. 10-28244) which was filed on June 28, 2010, the
Bankruptcy Court granted Mellon United National Bank n/k/a MUNB
Loan Holdings, LLC ("Mellon") relief from the automatic stay to
continue the foreclosure litigation.  On Aug. 24, 2010, Mellon
obtained a final summary judgment in the sum of $24,489,076 and a
judgment of foreclosure was entered.  The final judgment was later
amended on May 3, 2011, to reflect a credit of $583,044.75
reducing the judgment to $23,906,031.62.  On Jan. 28, 2011, the
first Chapter 11 case was dismissed by the Court because the
Debtor failed to timely file a confirmable plan.  The order of
dismissal precluded the Debtor from commencing a case for a six
month period which expired on July 28, 2011.

Mellon's foreclosure sale was scheduled to occur on Aug. 12, 2011.
On Aug. 10, 2011, Mellon assigned its interest in its foreclosure
judgment and the right to credit bid at the foreclosure sale to
Fifteen Encore Platinum, LLC.


MEDIMEDIA USA: Moody's Assigns 'B2' Rating to Extended Revolver
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to MediMedia USA,
Inc.'s (MediMedia) recently extended Revolver and Term Loan
facility and affirmed the existing B2 rating on the non-extended
Revolver and Term Loan facilities. The Corporate Family rating
remains Caa1. MediMedia recently completed an amendment that
reduces the revolver from $50 million to $45 million and extends
$29.7 million of the revolver out to August 2014 (Tranche A-2)
with the remaining $15.3 million of revolver maturing in October
2012 (Tranche A-1). The $190 million Term Loan B received a $74
million paydown and $115 million was extended to August 2014 from
October 2013 (Tranche B-2) with the remaining $0.7 million
continuing to mature in October 2013 (Tranche B-1). The interest
rate on the extended TL and revolver increased, but the impact is
partially offset by the $114 million debt paydown from the
proceeds of the Animal Health sale. The net impact is for an
increase in interest expense of about $1.7 million annually. The
Total leverage test was replaced by a Senior Leverage Ratio that
provides sufficient headroom on its maintenance covenant in the
near term. The paydown of the revolver facility that was
previously almost fully drawn improves its liquidity profile which
is important given the limited free cash flow expected to be
generated in the near term. The outlook remains stable.

MediMedia USA, Inc

   -- Corporate Family Rating, Unchanged at Caa1

   -- Probability of Default Rating, Unchanged at Caa1

   -- Senior Secured Bank Credit Facility

-15.3 million Tranche A-1 Revolving Loan maturing October 2012,
Assigned B2 (LGD2-24%)

-29.7 million Tranche A-2 Revolving Loan maturing August 2014,
Assigned B2 (LGD2-24%)

-0.7 million Tranche B-1 Term Loan maturing October 2013, Assigned
B2 (LGD2-24%)

-116 million Tranche B-2 Term Loan maturing August 2014, Assigned
B2 (LGD2-24%)

   -- Senior Subordinated Notes maturing November 2014, Unchanged
      at Caa2 (LGD5-79%)

   -- Outlook, Unchanged at Stable

RATINGS RATIONALE

MediMedia's Caa1 Corporate (CFR) reflects recent weakness at two
of its three divisions, its high leverage (6.6x as of September
30, 2011 pro-forma for the debt paydown using Moody's standard
adjustments for lease expenses), and minimal free cash flow. The
company has a history of acquisitions and sales and two recent
acquisitions are believed to have caused integration problems for
its Pharmaceutical Marketing and Health Management divisions that
drove recent weak performance. The company's pharmaceutical
business is exposed to the industry's shifting spending patterns
as patents expire on a large number of high profile drugs at a
time when it is trying to address problems stemming from its
acquisition of the Phoenix Marketing Group. The sale of its Animal
Health and formulary database business in 2011 leave the company
smaller and less diversified going forward.

The Animal Health sale for $146 million or $114 million (after
taxes and fees) that closed in the 3rd quarter, allowed for a $40
million revolver repayment which can be redrawn and $74 million of
TLB repayment. This better positions its debt structure while it
tries to improve operations. The improved revolver availability
and extended maturity profile of its credit facility post the
amendment is a positive given weak near term expected cash flow.
The recent change in the CEO is a step toward rebuilding
confidence with investors and some customers although it is likely
to take several quarters of strong execution. The Health
Information division has been a source of stability, despite the
transition to digital, and provides support to the credit. The
amendment and extension of its credit facility should provide the
company time to improve performance before it has to refinance its
capital structure in 2014 or to pursue further asset sales.

The stable rating outlook is driven by the expectation that
MediMedia will have sufficient room under its financial covenants
and time to improve operations before its debt matures in 2014.

A rating upgrade could occur if the company improves its operating
performance, generates positive free cash flow well over 5% of
debt, reduces leverage below 5x on a sustained basis and the
company becomes well positioned to refinance its debt structure.

Moody's would consider a negative action if the company's leverage
fails to improve below 6.5x on a sustained basis, its free cash
flow or revolver availability deteriorated so that its ability to
meet debt obligations came into question, or its headroom under
its covenants deteriorated significantly.

Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc.
(MediMedia) provides health information and services that inform
consumers, physicians, and other healthcare decision makers. Its
annual revenue is approximately $300 million. The company is
primarily owned by Vestar Capital Partners.

MediMedia's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
MediMedia's core industry and MediMedia's ratings are believed to
be comparable to those of other issuers of similar credit risk.


MF GLOBAL: Faruqi & Faruqi Investing Securities Fraud
-----------------------------------------------------
Faruqi & Faruqi, LLP, a leading national securities firm, is
investigating potential securities fraud at MF Global.

The investigation focuses on whether MF violated federal
securities laws by failing to disclose to shareholders that: (1)
MF was suffering from dire liquidity pressures based on the
Company's exposure to sovereign debt from Belgium, Ireland, Italy,
Portugal and Spain; (2) the Company's internal controls were
abysmal and failed to clearly separate client funds from MF's
company funds; (3) hundreds of millions of dollars of customer
funds was unaccounted for; and (4) MF's true risk profile would
inevitably lead to a credit rating downgrade.

On October 25, 2011, MF shocked the market with the release of
extremely disappointing results for the third quarter of 2011,
reporting losses of $191.6 million.  The next day, the firm
appointed U.S. financial services group Evercore to oversee the
possible sale of MF's trading operations.  In response, the firm's
share price fell 48% to $1.86 per share, its sharpest ever single-
day percentage drop.  On October 27, Moody's and Fitch slashed
MF's credit rating to "junk" status.  Lastly, on October 31, 2011,
MF filed for Chapter 11 bankruptcy protection, with its shares
virtually worthless at the time.

Take Action

If you purchased MF securities and would like to discuss your
legal rights, visit www.faruqilaw.com/MF.  You can also contact us
by calling Richard Gonnello or Francis McConville toll free at
877-247-4292 or at 212-983-9330 or by sending an e-mail to
rgonnello@faruqilaw.com or fmcconville@faruqilaw.com.  Faruqi &
Faruqi, LLP also encourages anyone with information regarding MF's
conduct to contact the firm, including whistleblowers, former
employees, shareholders and others.

Attorney Advertising.  The law firm responsible for this
advertisement is Faruqi & Faruqi, LLP -- http://www.faruqilaw.com/
-- Prior results do not guarantee or predict a similar outcome
with respect to any future matter.

                          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)


MINERS OIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Miners Oil Company, Inc.
        468 E. Main St., Suite 317A
        Abingdon, VA 24210

Bankruptcy Case No.: 11-72354

Chapter 11 Petition Date: November 21, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  COPELAND & BIEGER, P.C.
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711
                  E-mail: rcopeland@copelandbieger.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/vawb11-72354.pdf

The petition was signed by Richard Bays, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Richard Bays                            11-72354  11/21/11


MISTER BEE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mister Bee Potato Chip Company
        512 West Virginia Avenue
        Parkersburg, WV 26102

Bankruptcy Case No.: 11-40244

Chapter 11 Petition Date: November 21, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Parkersburg)

Judge: Ronald G. Pearson

Debtor's Counsel: Marshall C. Spradling, Esq.
                  3818 MacCorkle Ave SE
                  Charleston, WV 25304
                  Tel: (304) 343-2544
                  Fax: (304) 343-2546
                  E-mail: marshall@spradlinglaw.net

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/wvsb11-40244.pdf

The petition was signed by Doug Klein, president.


MONTANA ELECTRIC: Section 341(a) Meeting Set for Dec. 2
-------------------------------------------------------
Robert D. Miller, Jr., the U.S. Trustee for Region 18, will
convene a meeting of creditors of Southern Montana Electric
Generation and Transmission Cooperative Inc. on Dec. 2, 2011, at
9:00 a.m., in 5th Floor Courtroom, Federal Building, 316 N. 26th
St. in Billings, Montana.

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 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.


MRA PELICAN: Files Schedules of Assets and Liabilities
------------------------------------------------------
MRA Pelican Pointe Apartments LLC filed its schedules of assets
and liabilities in the U.S. Bankruptcy Court for the Southern
District of Florida, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $12,000,000
  B. Personal Property            $1,226,852
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,756,602
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $143,262
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,909,500
                                ------------     ------------
        TOTAL                    $13,226,852      $14,809,364

A full-text copy of the schedules and statements is available for
free at http://bankrupt.com/misc/MRAPELICAN_sal.pdf

                     About MRA Pelican Pointe

MRA Pelican Pointe Apartments, LLC, owns an apartment complex
commonly known as Whispering Isles Apartments in Pompano Beach,
Florida.  The property was being managed by Aryeh Kieffer of Boca
Raton-based Addison Advisors.

Pre-bankruptcy, Fannie Mae initiated a foreclosure action against
the property  in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida.  At Fannie Mae's behest, Margaret
Smith of Glass Ratner Advisory & Capitol Group LLC was appointed
as receiver.  The receiver has administered and operated the
apartment complex since May 17, 2011.

MRA Pelican filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 11-32457) on Aug. 10, 2011.  Addison Advisors' Mr. Kieffer
signed the petition.  Bradley S. Shraiberg, Esq., at Shraiberg,
Ferrara, & Landau P.A., in Boca Raton, Fla., represents the Debtor
in its restructuring efforts.

Fannie Mae is represented by Gary M. Freedman, Esq., and Mark S.
Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.


NATIVE WHOLESALE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Native Wholesale Supply Company, Debtor
        10955 Logan Road
        Perrysburg, NY 14129

Bankruptcy Case No.: 11-14009

Chapter 11 Petition Date: November 21, 2011

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Robert J. Feldman, Esq.
                  GROSS SHUMAN BRIZDLE & GILFILLAN, P.C.
                  600 Lafayette Court
                  465 Main Street
                  Buffalo, NY 14203
                  Tel: (716) 854-4300
                  E-mail: rfeldman@gross-shuman.com

Estimated Assets: $10,000,001 t $100,000,000

Estimated Debts: $10,000,001 t $100,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Arthur A. Montour, Jr.


NEPHROS INC: Posts $413,000 Net Loss in 2011 Third Quarter
----------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $413,000 on $407,000 of net revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $375,000
on $622,000 of net revenues for the same period last year.

The Company reported a net loss of $1.7 million on $1.7 million of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.3 million on $2.4 million of net revenues
for the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $2.9 million
in total assets, $1.0 million in total liabilities, all current,
and stockholders' equity of $1.9 million.

As reported in the TCR on April 55, 2011, Rothstein, Kass &
Company, P.C., in Roseland, N.J., expressed substantial doubt
about Nephros, Inc.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred negative cash flow from
operations and net losses since inception.

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

                       http://is.gd/I5kFRt

Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH)
-- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NETFLIX: Moody's Says Ba2 CFR Unaffected by New Notes Issuance
--------------------------------------------------------------
Moody's Investors Service said that Netflix's new issuance of $200
million in senior unsecured 7-year convertible notes will not
impact its Ba2 Corporate Family Rating (CFR) or its Ba2 rating on
its existing notes. The incremental debt associated with the
converts, in addition to $200 million raised through a new equity
offering, will improve the company's strategic and operational
flexibility in Moody's view. "Although we recognize its negative
impact on shareholders due to earnings dilution, we believes that
management is prudently managing its liquidity, particularly as it
launches and invests in new markets around the world which are
expected to have negative free cash flow ramifications in the
upcoming quarters," stated Neil Begley, a Moody's Senior Vice
President. "Despite higher than expected subscriber losses in the
third quarter, we anticipate the company will return to subscriber
growth and generate positive free cash flow by the second half of
2012," added Begley.

Netflix has historically maintained strong credit metrics relative
to its Ba2 rated peers. Although the transaction doubles the
company's existing $200 million in debt, pro-forma leverage is
expected to remain well under 2.0x, and therefore will not impact
the company's ratings. Moody's anticipates that Netflix will
continue to maintain moderate leverage as well as a significant
cash balance ($366 million as of 9/30/11). Since the convertible
notes bear no cash interest, the transaction will improve the
company's liquidity, which also offsets the lack of external
liquidity due to the absence of a revolving credit facility.
Moody's gives the convertible notes 100% debt treatment due to the
seven year term and senior unsecured priority of claim, which
makes them pari passu with the existing notes. "However, the
company intends to repay the converts with stock as intended which
could have positive credit implications in the long term when they
mature or are converted," stated Begley.

Netflix's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
Netflix's core industry and Netflix's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Netflix Inc. ("Netflix"), with its headquarters in Los Gatos,
California, is the largest DVD and online movie rental
subscription service in the United States with annual revenues of
approximately $2.9 billion.


NEVADA FIRST: Hires Tonkon Torp as Bankruptcy Counsel
-----------------------------------------------------
Bonavia Timber Company LLC and Nevada First Corporation are asking
the Bankruptcy Court to approve the employment of Tonkon Torp LLP
as their Chapter 11 counsel.  The Debtors require Tonkon Torp to
advise them on their debt restructuring and render general legal
services to the Debtors as needed throughout the course of the
Chapter 11 cases.

The Tonkon Torp professionals who will be primarily responsible
for providing services to the Debtors, their status and their
billing rates are:

     Attorney Name           Status              Hourly Rate
     -------------           ------              -----------
     Albert N. Kennedy       Partner                 $450
     Michael W. Fletcher     Partner                 $325
     Spencer Fisher          Paralegal               $125
     Leslie Hurd             Legal Asst/Paralegal     $90

Within the 12-month period preceding the Petition, Tonkon Torp
provided legal services to Debtors.  Tonkon received a retainer of
$5,000 from Nevada First on Sept. 15, 2011.  Tonkon received a
retainer of $25,000 from Bonavia on Oct. 31, 2011.  On Oct. 31,
Tonkon applied the entirety of the $5,000 Nevada First retainer
and $5,355.25 of the Bonavia retainer for prepetition fees, costs,
and expenses.  Tonkon holds the remaining $19,644.75 of the
Bonavia retainer in its client trust account.

Mr. Kennedy attests that the partners and associates of Tonkon
Torp do not have any connection with Debtor, its creditors, any
other party in interest, or their attorneys or accountants.

In November 2009, Nevada First and Bonavia executed guarantees
pursuant to which they guaranteed a maximum of $5,000,000 of the
obligations or liabilities owing by Hill and Brand Productions 7
LLC to Third Eye Capital Corporation.  Third Eye alleges that the
Hill and Brand liabilities exceed $23,675,000.  The guarantee is
secured by liens on certain of Bonavia's real property and on
Nevada First's personal property.  On March 31, 2011, Third Eye
filed suit seeking to collect $5,000,000 and interest in excess of
$2,400,000 from Bonavia and Nevada First.  Third Eye asserts that
interest is accruing at the rate of 48% or more.

                  About Nevada First and Bonavia

Nevada First Corporation, in Winnemucca, Nevada, filed for Chapter
11 bankruptcy (Bankr. D. Ore. Case No. 11-39460) on Nov. 1, 2011.
Judge Randall L. Dunn presides over the case.  Nevada First
estimated $50 million to $100 million in assets and $1 million to
$10 million in debts.

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011.  The case was
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Bonavia estimated assets of $10 million to $50 million and debts
of $1 million to $10 million.

Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq. --
al.kennedy@tonkon.com and michael.fletcher@tonkon.com -- at Tonkon
Torp, serve as counsel to both Debtors.  The petitions were signed
by Gary L. Bengochea, president.

Bonavia Timber Company LLC and NFC Land & Cattle LLC are wholly
owned subsidiaries of Nevada First.  Nevada First also owns 50%
NJB Investments LP.


NEW LIFE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: New Life Adult Medical Day Care Center, Inc.
        aka New Life Adult Medical Day Care Corp.
        340 Evelyn Street
        Paramus, NJ 07652

Bankruptcy Case No.: 11-43510

Chapter 11 Petition Date: November 21, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Adam D. Wolper, Esq.
                  Amanda M. Graham, Esq.
                  Richard D. Trenk, Esq.
                  TRENK, DIPASQUALE, WEBSTER, ET AL.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  E-mail: awolper@trenklawfirm.com
                          agraham@trenklawfirm.com
                          rtrenk@trenklawfirm.com

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

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/njb11-43510.pdf

The petition was signed by Robert DeMane, chairman of board of
directors.


NEWPAGE CORP: Court Approves Lazard Freres as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware for
authorized NewPage Corporation and its debtor-affiliates to employ
Lazard Freres & Co. LLC as financial advisor and investment banker
to provide financial advisory and investment banking services to
the Debtors in connection with a potential restructuring of the
Debtors' highly leverage capital structure.

The firm will be paid a monthly fee of $250,000 and a fee equal to
$11 million upon the consummation of a restructuring.

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

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel.  On Sept. 21, 2011, the Committee also selected Young
Conaway Stargatt & Taylor, LLP to act as its Delaware and
conflicts counsel.

NewPage Corp. prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEXSTAR BROADCASTING: S&P Keeps 'B' Corp. Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services's 'B' corporate credit rating
on Nexstar Broadcasting Group Inc., along with all related issue-
level ratings on the company's debt, remain on CreditWatch, where
they were initially placed with negative implications July 29,
2011.

The continuing CreditWatch listing is based on the company's
ongoing exploration of strategic alternatives to maximize
shareholder value, which could include a sale of the company.
Although the company has not made a decision to pursue any
specific transaction, the situation results in considerable
uncertainty regarding Nexstar's business and financial strategy.

"We believe that a sale of the company, if pursued, could re-
leverage the balance sheet and cause deterioration in Nexstar's
financial risk profile, especially if the new owner is a financial
investor. We believe the sale process could be hampered by the
company's recent loss of three Fox affiliation agreements and, in
our view, the reduced profit potential of such stations if they
operate as independent stations. The discontinuation of the
company's management services agreement with Four Points Media
Group Holdings LLC as a result of Four Points' pending sale to
Sinclair Broadcast Group Inc. will also reduce Nexstar's revenue
and EBITDA," S&P related.

"Even if a sale of the company doesn't occur, we believe there is
a chance that Nexstar's financial investors could seek an
alternate path to liquidity through dividend distributions. ABRY
Partners LLC and its affiliated funds own a majority of Nexstar's
shares, controlling about 88% of the voting power. In addition,
ABRY holds five of the company's 10 board seats," S&P said.

"Under our base-case scenario, we expect a modest increase in
fourth-quarter core revenue and further gains in retransmission
fees, but a sharp decline in political revenue, resulting in a
more than 20% drop in EBITDA for full-year 2011, a nonelection
year. For 2012, we expect a strong turnaround in revenue and
EBITDA starting in the middle of the year, as political ad revenue
increases sharply before an election. Core ad revenue is expected
to experience low-single-digit growth, as it remains vulnerable to
further weakening of the economy. We expect Nexstar's EBITDA
margin to dip by about 400 basis points in the balance of 2011 as
2010 political ad revenue rolls off, then return to current levels
by the end of 2012. We view the loss of the three Fox affiliations
as an additional factor in the EBITDA and margin decline, as any
increase in local ad revenues is likely to be more than offset
by increased programming costs," S&P said.

In the quarter ended Sep 30, 2011, Nexstar's revenue growth of 2%
was attributable to higher core ad revenue and retransmission
fees, offset by lower political ad revenue. Core national and
local ad revenue rose 4% and 9%. EBITDA, however, declined 13%
year over year because of a 10% increase in operating expenses.
For the 12 months ended Sept. 30, 2011, the EBITDA margin was 34%,
up from 33% for the same period last year. The improvement
reflects the fixed cost structure of TV stations, along with
record political ad revenue in late 2010 and a recovery in core ad
revenue.

For the 12 months ended Sept. 30, 2011, Nexstar's lease-adjusted
EBITDA coverage of total interest expense was 2.0x, up from 1.8x
in the same period in 2010. Lease-adjusted debt to EBITDA was
still high, at 6.0x as of Sept. 30, 2011, down from 7.1x a year
ago, as the company paid down more than $25 million of debt and
grew EBITDA significantly. "We expect Nexstar's lease-adjusted
leverage to rise to the low-7x area by the end of 2011, as the
benefit of 2010 political ad revenue runs off, before returning to
current levels when political revenue returns in the second half
of 2012. Lease-adjusted debt to average trailing-eight-quarter
EBITDA remained steep at 6.4x at Sept. 30, 2011, although it was
down from 8.5x a year ago. We expect 2011 EBITDA will be higher
than the 2009 level, so that the company's lease-adjusted leverage
on an average trailing-eight-quarter EBITDA basis could decline to
the mid-6x range within the next 12 months. Conversion of EBITDA
into discretionary cash flow was good, at 31% for the 12 months
ended Sep 30, 2011, but we expect this metric to deteriorate
somewhat over the next few quarters before turning around in the
second half of 2012 during the next election ad cycle," S&P said.

"In resolving our CreditWatch listing, we will evaluate the
business and financial strategies of the new owner if the company
is sold, and will assess the resulting financial risk profile. In
the event the company is not sold and the board announces it is no
longer exploring strategic alternatives, we will assess the
company's financial performance, including the impact of any
changes in the network affiliations of its stations. We will also
consider the likelihood of a re-leveraging of the balance sheet in
order to implement shareholder-favoring measures," S&P said.


NEXT GENERATION: Incurs $192,000 Third Quarter Net Loss
-------------------------------------------------------
Next Generation Energy Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $192,341 for the three months ended Sept. 30, 2011,
compared with a net loss of $251,343 for the same period a year
ago.

The Company also reported a net loss of $806,023 for the nine
months ended Sept. 30, 2011, compared with net income of
$1.46 million on for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $697,409 in
total assets, $1.15 million in total liabilities, and a $457,341
total stockholders' deficit.

The Company incurred a net operating loss in the three and nine
months ended Sept. 30, 2011, and has no revenues for 2011.  These
factors create an uncertainty about the Company's ability to
continue as a going concern.

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

                         http://is.gd/357JH6

                        About Next Generation

Springfield, Va.-based Next Generation Media Corporation was
incorporated in the State of Nevada in Nov. of 1980 as Micro
Tech Industries, with an official name change to Next Generation
Media Corporation in April of 1997.  The Company, through its
wholly owned subsidiary, United Marketing Solutions, Inc.,
provides direct marketing products, which involves the designing,
printing, packaging, and mailing of public relations and marketing
materials and coupons for retailers who provide services.  Sales
are conducted through a network of franchises that the Company
supports on a wholesale basis.


NORBORD INC: S&P Affirms Corporate Credit Rating at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Norbord
Inc. to negative from stable. At the same time, Standard & Poor's
affirmed its 'BB-' long-term corporate credit and senior secured
debt ratings on the company. The '3' recovery rating on senior
secured debt is unchanged.

"We base the revised outlook on our view of Norbord's credit
metrics, which have weakened in 2011," said Standard & Poor's
credit analyst Jatinder Mall. "While we expect slight improvements
in profitability in 2012 following modest gains in the housing
construction market and cost reductions, we believe the company's
credit metrics will remain weak in the near term due to low
oriented strandboard prices and a prolonged recovery of U.S.
housing starts," Mr. Mall added.

The ratings on Norbord reflect what Standard & Poor's views as the
company's low-cost operations and market position as the second-
largest North American oriented strandboard (OSB) producer. These
strengths are partially offset in our opinion by Norbord's
exposure to housing construction markets, its highly leveraged
capital structure, and weak profitability.

As the second-largest OSB producer in the world, Norbord has an
annual capacity of more than 5 billion square feet. The company
also produces other wood products such as particleboard and medium
density fiberboard. Its operating facilities are in North America
and Europe.

"The negative outlook on Norbord reflects Standard & Poor's
expectations that credit metrics have weakened significantly in
2011 from our previous expectations and will remain weak in the
near term given a prolonged recovery of the U.S. housing
construction market. We would likely lower the rating on the
company if lower-than-expected housing starts in the U.S. and
lower OSB prices lead to continuing negative free cash generation
or if unexpected asset writedowns lead to deterioration in the
cushion under the bank covenants. Given our expectations of demand
and pricing, an upgrade is unlikely in the near term," S&P
related.


NORTHERN BERKSHIRE: Has Access to Wells Fargo's Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts, in a
fourth interim order, authorized Northern Berkshire Healthcare,
Inc., et al., to use the cash collateral in which the Master
Trustee in the Obligated Group assert an interest.

Wells Fargo Bank, National Association, as successor to the Bank
of New York serves as Master Trustee for the Master Indenture.

The Debtors would use the cash collateral to operate their
business operations until the date that is two business days after
the date of the further hearing.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the Master Trustee adequate
protection liens on any asset of the Obligated Group acquired
after the Petition Date.  The adequate protection liens will be
junior only to (a) the prepetition liens; (b) permitted
encumbrances; (c) the carve out on certain on certain fees.

The Master Trustee is also granted a superpriority administrative
expense claim status.

The Debtors will maintain casualty and loss insurance coverage for
the prepetition collateral at all time on substantially the same
basis as maintained prepetition.

The Debtors set a Dec. 8, hearing at 10:00 a.m. (prevailing
Eastern Time on approval of their request for further cash
collateral use.  Objections, if any, are due Dec. 6, at 4:00 p.m.

                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.


OPTIMA SPECIALTY: S&P Assigns Prelim. 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to U.S.-based Optima Specialty Steel Inc.
(Optima). "At the same time, we assigned a preliminary 'B'
(the same as the corporate credit rating) issue-level rating to
Optima's proposed $200 million senior secured notes due 2017. The
preliminary recovery rating is '3', indicating our expectation of
meaningful (50%-70%) recovery in the event of a payment default.
We expect the proposed notes to be sold pursuant to Rule 144A
without registration rights. Proceeds from the proposed financing,
combined with additional sponsor equity, will be used to fund the
purchase of Niagara LaSalle of $221 million, and pay down existing
debt of Michigan Seamless Tube (MST) and associated transaction
fees and expense. The rating outlook is stable," S&P said.

"The 'B' corporate credit rating on Optima reflects what we
consider to be the combination of its vulnerable business risk
profile and aggressive financial risk profile," said Standard &
Poor's credit analyst Marie Shmaruk. "These assessments are based
on its relatively small size compared with its competitors, its
participation in the highly cyclical steel industry, a high
dependence on energy and auto segments for a large portion of its
earnings, and its aggressive financial policy. Still, we believe
the company maintains some geographic and end-market diversity and
will have adequate liquidity to meet its obligations during the
next several quarters."

"The stable rating outlook reflects our expectation that Optima's
near-term operating performance will benefit from slowly improving
economic conditions and relatively strong performance in its key
end markets. In addition, we expect the acquisition of Niagara
will improve Optima's scale and end-market diversity. As a result,
we expect credit measures to remain in-line with our view of its
aggressive financial risk profile at this point in the cycle, with
adjusted debt to EBITDA in the 3x to 4x range and FFO to adjusted
debt at about 15%. We also expect the company to maintain adequate
liquidity to fund its obligations," S&P related.

"A negative rating action could occur if there is a significant
deterioration in operating results due to significant weakening of
demand from its key end markets, suggesting to us that the
company's total adjusted debt leverage will rise above and be
sustained over 4.5x. In addition, if the company were to pursue a
large debt-financed acquisition, the rating could come under
downward pressure," S&P said.

"We consider a positive rating action less likely in the near term
given its vulnerable business risk profile. However, one could
occur over time if the company were to reduce and sustain debt
leverage below 3x, while at the same time strengthening its
business risk profile by improving its size and cash flow
stability," S&P said.


OTTILIO PROPERTIES: Court Approves Weichert Commercial as Realtor
-----------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey authorized Ottilio Properties LLC to employ
Weichert Commercial Brokerage Inc. as its realtor to sell real
estate assets, and assist in obtaining the highest price.

The firm agreed to serve as the listing broker for the property
at 555 Preakness Avenue, Totowa, New Jersey, and marketing and
advertising the property to prospective and interested purchasers.

The firm will get a commission of 5% of the gross sales price.

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

                  About Ottilio Properties, LLC

Totowa, New Jersey-based Ottilio Properties, LLC, filed a Chapter
11 petition (Bankr. D.N.J. Case No. 11-34641) on Aug. 18, 2011, in
Newark, New Jersey.  Glenn R. Reiser, Esq., at LoFaro and Reiser,
LLP, in Hackensack, New Jersey, serves as counsel to the Debtor.

Ottilio Properties estimated as much as $50 million in assets and
$10 million in liabilities as of the Chapter 11 filing.


OXYSURE SYSTEMS: Incurs $361,000 Net Loss in Third Quarter
----------------------------------------------------------
Oxysure Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $361,663 on $21,505 of net revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $520,101 on $53,835 of
net revenues for the same period during the prior year.

The Company also reported a net loss of $1.20 million on $120,055
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.29 million on $329,919 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1 million
in total assets, $3.97 million in total liabilities, and a
$2.97 million total stockholders' deficit.

Recoverability of a major portion of the recorded asset amounts
shown in the accompanying Sept. 30, 2011, balance sheet is
dependent upon continued operations of the Company, which in turn
is dependent upon the Company's ability to meet its financing
requirements on a continuing basis, to maintain present financing,
and to generate cash from future operations.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/XFaTGC

                       About OxySure Systems

Frisco, Tex-based OxySure Systems, Inc., was formed on Jan. 15,
2004, as a Delaware "C" Corporation for the purpose of developing
products with the capability of generating medical grade oxygen
"on demand," without the necessity of storing oxygen in compressed
tanks.  The Company developed a unique technology that generates
medically pure (USP) oxygen from two dry, inert powders.  Other
available chemical oxygen generating technologies contain hazards
that the Company believes make them commercially unviable for
broad-based emergency use by lay rescuers or the general public.

The Company's launch product is the OxySure Model 615 portable
emergency oxygen system.  The Company believes that the OxySure
Model 615 is currently the only product on the market that can be
safely pre-positioned in public and private venues for emergency
administration of medical oxygen by lay persons, without the need
for training.


PARC AT ROGERS: Wants to Use Metropolitan National Bank's Cash
--------------------------------------------------------------
Parc at Rogers Limited Partnership sought permission from the
Bankruptcy Court to use cash collateral securing its obligations
to Metropolitan National Bank in order to continue its business
operation.  The Debtor warned that it will suffer irreparable and
immediate harm if the request is not granted.

Metropolitan National Bank claims a first priority lien against
the Debtor's property and the proceeds thereof pursuant to the
loan obligations between the Debtor and MNB of $19,665,233.

Subject to the Debtor's right to object to the claims, liens and
indebtedness of MNB, the Debtor said all rents, income and
proceeds from the Property are claimed to be the Cash Collateral
of MNB.

As adequate protection for the use of collateral and pursuant to
Sections 361(2) and 363(e) of the Bankruptcy Code, the Debtor
proposes to provide MNB with automatically perfected, first
priority replacement liens and security interests in the Cash
Collateral to the same extent, validity, and priority of Wells
Fargo?s pre-petition liens in the same.  The Debtor also noted it
is fully covered by commercial property and liability insurance
and will place all excess income after payment of the budgeted
expenses into a Debtor-in-Possession account.  The Debtor said the
uninterrupted continuation of the Debtor?s business will maximize
the value of the assets in which MNB asserts a lien.  Therefore,
the Replacement Liens, along with the maintenance of insurance on
the Property and the deposit of excess cash into a Debtor in
Possession bank account, will adequately protect MNB?s interest in
its collateral.

                       About Parc at Rogers

Parc at Rogers Limited Partnership in Dallas, Texas, owns and
operates the Parc at Rogers Apartment Homes, an apartment complex
in Rogers, Arkansas.  It filed for Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-37025) on Oct. 31, 2011.  Judge Barbara J.
Houser presides over the case.  John Paul Stanford, Esq. --
jstanford@qsclpc.com --  at Quilling, Selander, Cummiskey and
Lownds, serves as the Debtor's counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Steven A. Shelley, vice president of T.
Whitman, LLC, the Debtor's general partner.


PARC AT ROGERS: Taps Quilling Selander as Bankruptcy Counsel
------------------------------------------------------------
Parc at Rogers Limited Partnership seeks Bankruptcy Court
permission to employ Quilling, Selander, Lownds, Winslett & Moser,
P.C. as its general counsel.

Quilling Selander's normal hourly billing rates range from $275 to
$400 per hour for shareholders and $150 to $325 per hour for
associates.  The rates for paralegals range from $50 to $105 per
hour.

John Paul Stanford, Esq., attests that the partners, counsel, and
associates of Quilling Selander do not have any connection with
the Debtor, its affiliates, creditors, partners, stockholders, any
other party in interest, their attorneys or accountants, the
United States Trustee, or any person employed in the office of the
United States Trustee.  Consequently, Quilling Selander represents
no interest adverse to either the Debtor or the estate in the
matters to which it will be engaged for the Debtor, as required by
Sec. 327 of the Bankruptcy Code.

                       About Parc at Rogers

Parc at Rogers Limited Partnership in Dallas, Texas, owns and
operates the Parc at Rogers Apartment Homes, an apartment complex
in Rogers, Arkansas.  It filed for Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-37025) on Oct. 31, 2011.  Judge Barbara J.
Houser presides over the case.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Steven A. Shelley, vice president of T.
Whitman, LLC, the Debtor's general partner.


PARC AT ROGERS: Sec. 341 Creditors' Meeting Set for Dec. 6
----------------------------------------------------------
The U.S. Trustee in Dallas, Texas, will convene a meeting of
creditors in the bankruptcy case of Parc at Rogers, Limited
Partnership, on Dec. 6, 2011, at 12:15 p.m. at Dallas, Room 976.

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.

Proofs of claim are due in the case by March 5, 2012.

                       About Parc at Rogers

Parc at Rogers Limited Partnership in Dallas, Texas, owns and
operates the Parc at Rogers Apartment Homes, an apartment complex
in Rogers, Arkansas.  It filed for Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-37025) on Oct. 31, 2011.  Judge Barbara J.
Houser presides over the case.  John Paul Stanford, Esq. --
jstanford@qsclpc.com --  at Quilling, Selander, Cummiskey and
Lownds, serves as the Debtor's counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Steven A. Shelley, vice president of T.
Whitman, LLC, the Debtor's general partner.


PARMALAT SPA: Court Reaffirms Dismissal Of Grant Thornton Cases
---------------------------------------------------------------
Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York has reaffirmed his decision to take two
cases by Parmalat S.p.A. and Parmalat Capital Finance Ltd.
against Grant Thornton LLP in Illinois in 2004 and 2005,
Bloomberg News reported on August 31, 2011.

Judge Kaplan dismissed the two lawsuits in 2009.

Parmalat and PCFL appealed Judge Kaplan's judgment and asked the
Second Circuit to determine whether the New York District Court
(i) erred in exercising jurisdiction over their claims, pursuant
to Section 1334(b) of the Judiciary and Judicial Procedures Code,
and (2) properly declined to abstain from exercising that
jurisdiction, pursuant to Section 1334(c)(2).  The appeal also
challenged the rulings made by the New York District Court and by
the United States District Court for the Northern District of
Illinois.

The United States Court of Appeals for the Second Circuit
remanded the cases back to the District Court to determine
whether federal law required him to abstain from taking them in
favor of the Illinois courts.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PECAN SQUARE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pecan Square, Ltd., a California Limited Partnership
        13151 Emily Road, Suite 250
        Dallas, TX 75240

Bankruptcy Case No.: 11-37391

Chapter 11 Petition Date: November 22, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Illyssa Iona Fogel, Esq.
                  LAW OFFICE OF ILLYSSA I. FOGEL
                  P.O. Box 437
                  25 N. US Highway 95 S.
                  McDermitt, NV 89241
                  Tel: (775) 532-8088
                  Fax: (775) 532-8099
                  E-mail: ifogel@iiflaw.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 Barry S. Nussbaum, president of
managing corporation.


PEGASUS RURAL: Xanadoo Increases Loan to Subsidiaries to $3MM
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the subsidiaries of Xanadoo Co., 4G wireless Internet
providers, are once again asking for approval to draw an
additional $500,000 in secured financing from the parent.  If
approved by the bankruptcy court at a Dec. 8 hearing, the loan
would rise to $3 million and allow continued operations into
March.

Mr. Rochelle notes that originally, Xanadoo was providing a $1.6
million loan.  The loan was later increased to $2.5 million.

According to the report, in response to objections from secured
creditors regarding the use of cash, the companies must report to
the lenders by Dec. 2 about indications of interest in buying the
business almost $60 million in secured notes owing to Beach Point
Capital Management LP.  The lender's agent contended that Xanadoo
on the eve of bankruptcy created a new intermediate holding
company to hinder and delay creditors by taking ownership of the
co-operating companies.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.

On Oct. 14, 2011, the Court denied the motion to dismiss the
Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a
Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural
Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC.


PENINSULA HOSPITAL: Court Okays Arent Fox as Committee's Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center obtained permission from the U.S. Bankruptcy Court
for the Eastern District of New York to retain Arent Fox LLP as
its attorneys, nunc pro tunc to Sept. 26, 2011.

Upon retention, the firm will, among other things:

   a. assist, advise, and represent the Committee in its
      consultation with the Debtors relative to the administration
      of the Chapter 11 cases;

   b. assist, advise, and represent the Committee in analyzing
      the Debtors' assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales or dispositions; and

   c. attend meetings and negotiate with the representatives of
      the Debtors and secured creditors.

The firm's rates are:

    Personnel              Rates
    ---------              -----
    Partners             $500 - $835
    Of Counsel           $480 - $795
    Associates           $290 - $540
    Paraprofessionals    $155 - $285

Robert M. Hirsh, Esq. -- hirsh.robert@arentfox.com -- a partner in
Arent Fox's Bankruptcy and Financial Restructuring Group, attests
that Arent Fox is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                      About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PENINSULA HOSPITAL: Seeks to Employ BDO USA as Auditors
-------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home
Corp., doing business as Peninsula Center for Extended Care &
Rehabilitation, ask permission from the U.S. Bankruptcy Court for
the Eastern District of New York to employ BDO USA, LLP as
auditors.

BDO USA will bill the Debtors for services rendered and reasonable
out of-pocket expenses incurred monthly.

To the best of the Debtor's knowledge, BDO USA is a
"disinterested person" within the meaning of Section 101(14)
Of the Bankruptcy Code.

                      About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PETSMART INC: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on PetSmart to 'BB+' from 'BB'. The outlook is stable.

"The upgrade reflects PetSmart's continued good performance, which
led to modestly improved credit metrics and our expectation that
these trends are likely to continue over the near term," said
Standard & Poor's credit analyst Mariola Borysiak.

"The rating on PetSmart reflects our expectation that
profitability will continue to benefit from good same-store sales
performance, improving sales mix (as consumers are gradually
shifting back to higher-margin discretionary products), and
operational efficiencies at PetsHotels.  We anticipate that
operational gains will likely propel a modest improvement of the
company's credit profile, with leverage decreasing toward low-2x
over the near term and cash flow protection measures improving to
about 5x. These measures, in our view, are characteristic of a
significant financial risk profile," S&P said.

"The outlook is stable, reflecting our expectation that positive
sales trends and an improving sales mix will benefit profitability
and continue to enhance the company's credit profile. With a 'BB+'
corporate credit rating, any upgrade would move the rating into an
investment-grade rating. Currently, our fair assessment of the
business risk limits the potential for an upgrade in the near to
intermediate term. As such, to consider an upgrade, we would need
to reassess the company's business risk profile. In addition,
credit metrics would need to strengthen significantly, with debt
leverage decreasing to below 2x and interest coverage reaching
about 6x," S&P related.

"We could lower the rating on PetSmart if a weak economy and
competitive pressures hurt sales and margins, leading to a rise in
leverage to over 3x. This could occur if EBIDTA falls about 19%
from Oct. 30, 2011, levels and debt remains constant. A higher
leverage could also result from a more aggressive financial
policy," S&P said.


PETTERS COMPANY: Wins Approval to Hire Frederick Feldkamp
---------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Douglas A. Kelley, the Chapter 11
Trustee of Petters Company Inc. and its debtor-affiliates, to
employ Frederick L. Feldkamp as a professional person in the
Debtors' Chapter 11 bankruptcy cases effective Sept. 1, 2011.

Mr. Feldkamp said he charges $500 per hour for this engagement.
The Chapter 11 Trustee agreed to pay 80% of Mr. Feldkamp's fees
and 100% expenses from available funds pending court approval of
the fees and expenses.

The Chapter 11 Trustee assured the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHI GROUP: Incurs $128,578 Net Loss in Sept. 30 Quarter
-------------------------------------------------------
PHI Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $128,578 on $ 175,000 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss $79,104 on $347,317 of
revenue for the same period a year ago.

The Company had consolidated cash of $379 and $3,013 as of
Sept. 30, 2011, and 2010, respectively.

The Company reported a net loss of $1.2 million on $409,317 of
revenue for the fiscal year ended June 30, 2011, compared with a
net loss of $3.6 million on $83,990 of revenue for the fiscal year
ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $1.6 million
in total assets, $9.2 million in total liabilities, and a
stockholders' deficit of $7.6 million.

The Company's operations are currently financed through various
loans and sale of marketable securities.  Management has taken
action to strengthen the Company's working capital position and
generate sufficient cash to meet its operating needs.  In
addition, the Company also anticipates generating more revenue
through its proposed mergers and acquisitions.  No assurances can
be made that management will be successful in achieving its plan
or that additional capital will be available on a timely basis or
at acceptable terms.

Dave Banerjee CPA, in Woodland Hills, Calif., expressed
substantial doubt about PHI Group'ability to continue as a going
concern.  The independent auditors noted that the Company has
accumulated deficit of $28,177,788 and net loss amounting
$1,178,297 for the year ended June 30, 2011.

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

                        http://is.gd/bG9lEE

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.


PHILADELPHIA ORCHESTRA: Court Approves Grant Thornton as Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized the Philadelphia Orchestra and its affiliates to retain
and employ Grant Thornton LLP as tax advisor and auditor, nunc pro
tunc to May 26, 2011.

Prior to the Petition Date, Grant Thornton provided tax, financial
compilation, and audit services to the Debtors.  These services
have generally related to financial processes and controls related
to the Debtors' operations and preparation of quarterly and annual
financial statements.

As a consequence, Grant Thornton is intimately familiar with the
complex financial issues that have arisen and are likely to arise
in connection with the Debtors' continued operation.  In addition,
Grant Thornton is also intimately familiar with the financial
issues that have arisen and are likely to arise in connection with
performing attest work on the Debtors' books and records.  Grant
Thornton has extensive experience and expertise in tax preparation
and providing attest services, which are the services that the
Debtors continue to seek from Grant Thornton.  As such, the
Debtors submit that Grant Thornton is well-qualified and uniquely
able to provide the tax preparation and attest services sought by
the Debtors on a going-forward basis.

The Debtors sought to retain Grant Thornton to advise the Debtors
and their management with respect to these matters:

     a. Completion of the audit of the financial statements for
        the year ended August 31, 2010, for the Philadelphia
        Orchestra Association;

     b. Completion of the audit of the financial statements for
        the year ended August 31, 2010, for The Academy of Music;

     c. Preparation of the Form 990 for the Philadelphia Orchestra
        Association for the year ended August 31, 2010;

     d. Preparation of the Form 990 for The Academy of Music for
        the year ended August 31, 2010.

Grant Thornton will be compensated $10,814.61 for the completion
of the Philadelphia Orchestra services and $5,872 for the Academy
of Music services, which are discounted at a rate of 50%.  Prior
to the petition date, $23,935 was billed, but not paid, for work
performed in conjunction with these services, and $3,885 was
incurred pre-bankruptcy but not billed.  The last payments Grant
Thornton received from the debtors were on Jan. 19 and 26, 2011.

Additional compensation will be payable to Grant Thornton on an
hourly basis, plus reimbursement of actual, necessary expenses
incurred by Grant Thornton for special tax services, which include
representation before the IRS, special research and/or opinion
letter preparation.

Grant Thornton will charge these discounted hourly rates for other
tax compliance and audit-related services assessed to the Debtors:

         Partners                     $225-$395
         Senior Managers              $158-$330
         Managers $                   $310
         Senior Associates            $112.5-$210
         Associates                   $165
         Clerical Staff               $32-$68

Cosmo Saginario, a Partner with Grant Thornton LLP, states that
his firm does not represent or hold any interest adverse to the
Debtors or their estates with respect to the matters for which
Grant Thornton is to be employed.  Further, Grant Thornton does
not have any connection with any creditor or other party-in-
interest, or their respective attorneys or accountants, or the
U.S. Trustee or any of its employees.

The firm can be contacted at:

         Cosmo Saginario
         GRANT THORNTON LLP
         Two Commerce Square, 2001 Market Street
         Philadelphia, Pennsylvania 19103
         Tel: (215) 561-4200
         Fax: (215) 561-1066

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


POWER BALANCE: Disputes TMZ Report on Settlement, Closure
---------------------------------------------------------
John M. Guilfoil at Blast Magazine reports that Power Balance
retorted at a TMZ report on Nov. 21, 2011, that claimed the
company was paying out a $57 million settlement and ceasing
operations, calling it "way off the mark."

"There are false rumors about Power Balance swirling around the
internet today and I want to provide some direct insight into the
moves the company is making to position it for growth going
forward," the report quotes Chris Thonis, a publicist speaking for
Power Balance, as saying.  "For PB an independent distributor and
counterfeiters using the PB brand illegally made claims
unsupported by the company that have sparked a wave of lawsuits.
While PB finds the lawsuits baseless and stands by the popular
wristbands and its performance technology products, the legal
actions are coming at a high cost to the organization leaving the
company no other option that to seek voluntary protection under
Chapter 11-bankruptcy law while it restructures."

Blast Magazine says the company will remain in business and honor
all warranties and commitments to retailers.

"To be clear, the rumors started by TMZ are of course, way off the
mark.  PB is not going out of business," Mr. Thonis said.  "PB is
actually in the process of launching a new product, dubbed
performance mouth gear in markets over the next few weeks.  The
lawsuits were not in the amount of $57.4 million; there was
actually a recent settlement for $1 million."

Power Balance LLC was founded by brothers Troy and Josh Rodarmel
and employs about 40 people at its Lake Forest, Calif.,
headquarters.

The Laguna Niguel, California-based company filed for Chapter 11
(Bankr. C.D. Calif. Case No. 11-25982) on Nov. 18, 2011.  Judge
Theodor Albert presides over the case. Garrick A. Hollander, Esq.
-- ghollander@winthropcouchot.com -- at Winthrop Couchot, serves
as the Debtor's counsel.  In its petition, Power Balance estimated
$1 million to $10 million in assets and $10 million to $50 million
in debts.  The petition was signed by Henry G. Adamanym, Jr.,
chairman.


PRAISE & GLORY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Praise & Glory COGIC Inc
        339 State Street
        Springfield, MA 01105

Bankruptcy Case No.: 11-32100

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Henry J. Boroff

Debtor's Counsel: Cynthia Lopez, Esq.
                  1655 Main Street, Suite 505
                  Springfield, MA 01103
                  Tel: (413) 657-6762
                  Fax: (413) 788-6415
                  E-mail: attycynthialopez@gmail.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Shindler Elevator Corp    Trade                  $13,500
c/o Gary Weiner
95 State St. 918
Springfield, MA 01103

The petition was signed by Archbishop Timothy Paul Baymon,
president.


PREFERRED SANDS: S&P Assigns Prelim. 'B+' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Radnor, Pa.-based Preferred Sands
Holding Co. LLC and Preferred Resin Holding Co. LLC (collectively
referred to as Preferred Sands). The rating outlook is stable.

"At the same time, we assigned a preliminary 'BB-' (one notch
above the corporate credit rating) issue-level rating and
preliminary '2' recovery rating to the co-borrowers' proposed $430
million senior secured credit facility, consisting of a $30
million revolving credit facility due 2017, a $175 million senior
secured term loan A due 2017, and a $225 million senior secured
term loan B due 2017. The preliminary '2' recovery rating
indicates our expectation of substantial (70% to 90%) recovery in
the event of a payment default," S&P said.

"The preliminary 'B+' corporate credit rating and stable rating
outlook reflect our view of Preferred Sands' aggressive financial
risk profile and fair business risk profile," said Standard &
Poor's credit analyst Gayle Bowerman. "This assessment takes into
account its aggressive capital structure, influenced by high pro
forma debt levels, a concentrated ownership structure, relatively
short operating history, and dependence on a single, cyclical end
market. The company's good asset base, logistics network, and
position as a supplier to the rapidly growing oil and gas industry
offset these negative factors."

The company will use the new credit facilities in part to fund its
$220 million acquisition of a northern white sands producer with
assets in Wisconsin and Saskatchewan, Canada. The acquisition will
add approximately 1.3 million tons of raw sand production volume
in 2012 and 44 million tons of sand reserves to Preferred Sands'
portfolio. The acquisition will expand the company's customer base
and increase its proximity to Canadian shale basins.

"The rating outlook is stable, reflecting our assessment of the
company's rapid growth rate and short operating history. We expect
Preferred Sands to continue to benefit in the near term from
strong demand from oil and gas end markets and that the company
will realize increased production levels as a result of capacity
expansion initiatives," S&P said.

"We could raise the ratings if the company is successful in
further increasing production capacity to support 2012 earnings of
about $200 million without a significant increase in debt and in
building a sustainable liquidity position. We expect Preferred
Sands' credit measures may improve significantly over the
next 12 to 18 months," S&P said.

"We could lower the rating if the company's liquidity position
deteriorates due to increases in working capital, if it initiates
a program to return capital to shareholders in lieu of expected
debt repayments, or if demand from end markets stalls," S&P said.


PROTEONOMIX INC: Enters Into Research Pact with Miami University
----------------------------------------------------------------
Proteonomix, Inc., entered into an agreement with The University
of Miami to conduct a FDA human clinical trial, in patients
afflicted with End Stage Liver Disease, of the Company's UMK-121
Biopharmaceutical Stem Cell Technology which is a proprietary
technology based upon existing FDA approved drugs.  The Company
sublicensed UMK-121 to its wholly owned subsidiary THOR BioPharma.
The Company is required to pay $105,000 to the University and the
University will absorb all other costs associated with the study.
The Company has agreed to pay a 3% net royalty in the event of
commercialization of UMK-121.

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

                        http://is.gd/TuVXm9

                         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's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities and a $3.43
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.


QUALCON CONSTRUCTION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Qualcon Construction LLC
        511 Barry Street
        Bronx, NY 10474

Bankruptcy Case No.: 11-15409

Chapter 11 Petition Date: November 22, 2011

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

Judge: Robert E. Gerber

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK,
                  P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Scheduled Assets: $1,168,100

Scheduled Debts: $7,202,627

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15409.pdf

The petition was signed by Sam Easley, president.


QUALTEQ INC: Committee Can Hire Eisneramper as Financial Advisor
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has authorized the Official Committee of Unsecured
Creditors of QualTeq, Inc., d/b/a VCT New Jersey, Inc. to retain
Eisneramper LLP as accountants and financial advisors effective
Aug. 29, 2011.

The firm will, among other things:

   a. analyze the financial operations of the Debtors pre-post
      petition as necessary;

   b. perform forensic investigating services as requested by the
      Committee and counsel regarding prepetition activities of
      the Debtors in order to identify potential causes of action;
      and

   c. perform claims analysis for the Committee, as necessary.

Edward A. Philips, a partner of Eisneramper LLP, attests that the
firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code.

The principal professionals at Eisneramper LLP designated to
represent the Committee and their currently hourly rates:

   Personnel                                Rates
   ---------                                ------
   Edward A. Philips (Partners)               $505
   Allen D. Wilen (Partner)                   $505
   Thomas W. Buck (Director)                  $445
   Various associates as required           $195-$300
   Stephanie Prinston (paraprofessional)      $135

The firm's rates are:

   Personnel                           Rates
   ---------                           ------
   Directors/Partners                  $440-$560
   Directors                           $400-$445
   Managers/Senior Managers            $275/$400
   Paraprofessionals and Staff         $115-$275

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Scouler & Company is the restructuring advisors.  QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUALTEQ INC: Committee Can Hire Lowenstein as Counsel
-----------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware has authorized the Official Committee of
Unsecured Creditors of QualTeq, Inc., d/b/a VCT New Jersey, Inc.,
to retain Lowenstein Sandler PC as counsel, effective as of
Aug. 25, 2011.

The firm will, among other things:

   a. provide legal advice as necessary with respect to the
      Committee's power and duties as an official committee
      appointed under 11 U.S.C. Sec. 1102;

   b. assist the Committee in investigating the acts, conducts,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtor's business, potential claims,
      and any other matters relevant to the case, to the sale of
      assets or to the formulation of a plan reorganization (a
      Plan); and

   c. participate in formulation of a Plan.

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

    Personnel                              Hourly Rates
    ---------                              ------------
    Members (principals) of the firm        $435-$895

    Senior Counsel (generally 10 or more
    years experience)                       $390-$660

    Counsel                                 $350-$630

    Associates (generally 6 years
    experience)                             $250-$470

    Paralegals and Assistants               $145-$245

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

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Goldstein & McClintock LLC is the lead counsel.  Scouler & Company
is the restructuring advisors.  QualTeq estimated assets of up to
$50 million and debts of up to $100 million as of the Chapter 11
filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUINCY MEDICAL: Judge Approves Chapter 11 Plan
----------------------------------------------
A Massachusetts bankruptcy judge on Tuesday approved the Chapter
11 liquidation plan of Quincy Medical Center Inc., which was
recently sold to hospital operator Steward Health Care System LLC
for $38 million.

Martin Bricketto at Bankruptcy Law360 reports that under the plan
confirmed by U.S. Bankruptcy Judge Melvin Hoffman, the small
nonprofit hospital will use proceeds from its sale to pay secured
and priority claims, and fund a liquidation trust for general
unsecured creditors, according to Law360.

The Court on Sept. 26 authorized the sale, which the companies
consummated on Oct. 1.  Quincy Medical sold its 196-bed acute-care
hospital in Quincy, Massachusetts to Steward Health Care System
LLC.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge last week said he would approve
the plan after changes were made to trim back third-party
releases.

The Bloomberg report relates that although the sale generated
$52.4 million, it wasn't enough for full payment to secured
bondholders owed $56.5 million, according to the disclosure
statement.  The bonds were issued through a state health-care
finance agency.

Still, $562,500 not subject to bondholders' deficiency claims was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.

                    About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

Quincy sold its hospital facility to Steward Health Care System
LLC, in October 2011 for $52.4 million, not enough for full
payment to secured bondholders owed $56.5 million. The bonds were
issued through a state health-care finance agency.  Nonetheless,
$562,500 -- not subject to bondholders' deficiency claims -- was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.


RADIAN GROUP: Moody's Lowers Senior Debt Rating to 'Caa1'
---------------------------------------------------------
Moody's Investors Service has downgraded Radian Group's senior
debt rating to Caa1, from B3, and placed it on review for possible
further downgrade. In addition, the Ba3 insurance financial
strength (IFS) ratings of Radian Guaranty Inc. and Radian Mortgage
Assurance Inc. (RMA), and the Ba1 IFS rating of Radian Asset
Assurance Inc, were placed on review for downgrade. The rating
actions reflect continued stress in the mortgage insurance
business and the resulting credit pressures on the group's holding
company and financial guaranty subsidiary.

RATINGS RATIONALE

Moody's commented that the downgrade of Radian Group's senior debt
rating reflects Radian's constrained holding company liquidity and
the potential for additional contribution of holding company
resources to support its mortgage insurance business. Radian Group
currently has unrestricted cash and liquid investments of
approximately $600 million. Since dividend payments from Radian
Guaranty are unlikely for the foreseeable future given its
regulatory capital position, Moody's believes that the company may
not be able to meet its senior debt obligations, $502 million
senior debt and $312 million convertible senior debt (unrated),
and that debt holders could face material losses.

The rating agency added that the review for downgrade of the IFS
ratings of Radian Guaranty and RMA reflects the adverse effect of
the continued stress in the mortgage market on the firm's capital
and liquidity position. New high quality production has only
partially mitigated the effect of accumulating losses. Radian
Guaranty's regulatory capital is likely to continue to decline
substantially in the fourth quarter due to the combination of
operating losses from the mortgage insurance business and the
likely statutory loss reserve on an ABS CDO in Radian Asset's
insured portfolio, said Moody's.

Barring additional capital injection, Radian Guaranty could breach
the regulatory risk to capital threshold of 25:1 in the fourth
quarter. In last week's 10 Q filing, the company mentioned that an
earlier than expected ABS CDO shortfall could lead to a
substantial statutory loss at Radian Asset. The company indicated
that had this event occurred in the third quarter of 2011
(assuming a statutory impact of $109 million); Radian Guaranty's
risk to capital ratio would have been about 24.2:1 as of 30
September 30 2011.

The review for downgrade also reflects the firm's weak credit
profile and proximity to regulatory minimums could make them
increasingly dependent on continued forbearance from the
regulators and counterparties. The company is actively working
with its state regulators to seek waivers. It is also preparing to
use RMA, Radian Guaranty's sister company that cross guarantees
Radian Guaranty's insurance policies, to supplement new business
production in states where regulatory capital is an issue.
However, RMA's new business writing requires the GSEs' approval.

Continued stress at Radian Guaranty may have adverse consequences
for Radian Asset, the runoff financial guaranty subsidiary that
provides support to the group's core mortgage insurance business,
added Moody's. Radian Asset has been paying regular dividends to
Radian Guaranty since 2008 and releasing redundant contingency
reserves periodically to enhance its and Radian Guaranty's
statutory surplus. Radian Asset is also not immune to potential
stress in its insured portfolio. While the performance of Radian
Asset's structured finance portfolio appears to have somewhat
stabilized, its public finance portfolio has been negatively
affected by the recent bankruptcy filing of Jefferson County and
weakness in healthcare exposures. Radian Asset assumed about $227
million, mainly Jefferson County's sewer bonds and it had about
$5.6 billion exposure to healthcare and long-term care credits as
of 30 September 2011.

As part of the review, Moody's will assess Radian Guaranty's
business profile, capital and liquidity position in light of
current market conditions and proximity to minimum regulatory
capital requirements. The rating agency will also evaluate the
effect of insured portfolio developments and credit linkage with
its parent on Radian Asset's credit profile.

LIST OF RATING ACTIONS

This rating was downgraded and was placed on review for possible
downgrade:

Radian Group Inc. -- senior unsecured debt to Caa1.

The following ratings were placed on review for possible
downgrade:

Radian Guaranty Inc. -- insurance financial strength rating at
Ba3;

Radian Mortgage Assurance Inc. -- insurance financial strength
rating at Ba3;

Radian Asset Assurance Inc. -- insurance financial strength rating
at Ba1.

The last rating action related to Radian was on 10 November 2010,
when Moody's upgraded Radian Group Inc's senior debt rating from
Caa1 to B3.

Radian Group Inc. is a US-based holding company that owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Radian Mortgage Assurance, and financial guaranty
insurance company Radian Asset. The group also has investments in
other financial services entities. As of September 30, 2011,
Radian Group had $7.25 billion in total assets and $1.29 billion
in shareholder's equity.

The principal methodology used in this rating was Global Mortgage
published in February 2007.


RANCHER ENERGY: Posts $345,748 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Rancher Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $345,748 on $0 revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$2.0 million on $0 revenue for the three months ended Sept. 30,
2010.

The Company reported a net loss of $589,078 on $0 revenue for the
six months ended Sept. 30, 2011, compared with a net loss of
$3.0 million on $0 revenue for the six months ended Sept. 30,
2010.

At Sept. 30, 2011, the Company's balance sheet showed $4.7 million
in total assets, $1.8 million in total liabilities, and
stockholders' equity of $2.9 million.

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

                       http://is.gd/t83zU7

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

As reported in the TCR on March 25, 2011, the Company delivered to
the Bankruptcy Court a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.


RAO'S HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rao's Hospitality Inc.
        2731 Sawbury Blvd.
        Columbus, OH 43235

Bankruptcy Case No.: 11-61756

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870
                  E-mail: rbardwell@ohiobankruptlaw.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/ohsb11-61756.pdf

The petition was signed by Gita Rao, president.


REOSTAR ENERGY: Amends Plan Outline Ahead of Dec. 12 Hearing
------------------------------------------------------------
ReoStar Energy Corporation, et al., filed on Oct. 28, 2011, a
Second Amended Disclosure Statement in support of the Debtors'
Second Amended Plan of Reorganization.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/reostarenergy.dkt350.pdf

As reported in the TCR on Oct. 25, 2011, the U.S. Bankruptcy Court
for the Northern District of Texas will convene a hearing on
Dec. 12, 2011, at 9:30 a.m., to consider adequacy of the
disclosure statement explaining ReoStar Energy Corporation, et
al.'s First Amended Plan of Reorganization dated as of Aug. 2,
2011.

The Plan provides for the restructure of Debtors and their
emergence from bankruptcy as reorganized privately held entities.

After payment of Secured Claims, Administrative Claims, and
Priority Claims under the priorities of the Bankruptcy Code, the
Debtors have agreed to pay some holders of Allowed General
Unsecured Claims their Pro Rata Share of (a) 20% of their Allowed
General Unsecured Claim amounts over 36 equal monthly payments
starting on the first business day following the Effective Date,
plus up to (b) 50% of the Net Proceeds, if any, from all Estate
Actions pursued by the Debtors.

The Allowed secured claim of BT & MK Energy and Commodities, LLC
(of unknown amount) will be paid over 10 years amortized at 5%.

BT & MK's Allowed unsecured claim (of unknown amount) will receive
20% of its claim paid over 2 years.

All Class 6 Interests in the Debtors will be canceled as of the
Effective Date.  New interests will be sold to the Interested
Purchasers.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RES-CARE INC: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Louisville, Ky.-based Res-Care Inc. The outlook
is stable.

"At the same time, we raised our senior secured issue-level rating
to 'BB-' (one notch above the corporate credit rating) from 'B+'.
We have revised our recovery rating on the debt to '2' from '3'.
The '2' recovery rating indicates substantial (70% to 90%)
recovery of principal in the event of default," S&P said.

The 'B-' issue-level rating on the senior unsecured notes and its
'6' recovery rating, indicating negligible (0%-10%) recovery,
remain unchanged.

"The ratings on Res-Care reflect its aggressive financial risk
profile, highly influenced by its sponsor ownership," said
Standard & Poor's credit analyst Tahira Wright. Its weak business
risk profile reflects high exposure to state budget cuts, slim
profit margins, and ongoing competitive pressures tied to
its operation in a highly fragmented market. These are predominant
risk factors despite the company's successful track record of
acquisitive growth, which has allowed Res-Care to expand and
diversify its core operations. Liquidity is strong.


RIDGE PARK: Wants Court to Extend Plan Filing Deadline to Feb. 17
-----------------------------------------------------------------
Ridge Park Office LLC asks the Hon. Scott C. Clarkson of the U.S.
Bankruptcy Court for the Central District of California to extend
the exclusive periods to file a Chapter 11 plan of reorganization
until Feb. 17, 2012, and solicit acceptances of that plan until
April 17, 2012.

According to the Debtor, the extension of time will enable it to
negotiate with its primary secured creditors, CSMC 2006-C5 Better
World Limited Partnership, regarding cash collateral agreement,
and deal relates to the deadline for compliance under Section
362(d)3 of the Bankruptcy Code.

                     About Ridge Park Office

Temecula, California-based Ridge Park Office, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011, represented by Krikor J. Meshefejian, Esq., at
Levene, Neale, Bender, Yoo & Brill LLP.  The petition was signed
by Paul Garrett, president of
Redhawk Communities, Inc.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.

Prepetition lender CSMC 2006-C5 Better World Limited Partnership
is represented by:

         H. Mark Mersel, Esq.
         BRYAN CAVE LLP
         3161 Michelson Drive, Suite 1500
         Irvine, California
         E-mail: mark.mersel@bryancave.com

The Debtor disclosed liabilities of $11,254,887.


ROBINDALE INDUSTRIAL: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Robindale Industrial Park, LLC
        2486 Ram Crossing Way
        Henderson, NV 89074

Bankruptcy Case No.: 11-28180

Chapter 11 Petition Date: November 22, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Blvd. So., Ste 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $2,857,364

Scheduled Debts: $1,744,557

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-28180.pdf

The petition was signed by George Daniel, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
G&M Family Limited Partnership         11-28140   11/22/11


ROTHSTEIN ROSENFELDT: Trustee Files Wave of Clawback Suits
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that facing a ticking clock, the
official liquidating Ponzi-scheme operator Scott Rothstein's
defunct law firm has filed about three dozen lawsuits to recover
funds for the firm's creditors.

                   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.


RPM FINANCIAL: Research Analysts Lower Rating From "Buy" to "Hold"
------------------------------------------------------------------
LocalizedUSA reports that RPM International was downgraded by
equities research analysts at KeyBanc from a "buy" rating to a
"hold" rating in a research note issued to investors on Nov. 22,
2011.

According to the report, analysts at JPMorgan Chase & Co. cut
their price target on shares of RPM International to $20.00 in a
research note to investors on Nov. 17, 2011, Oct. 6, 2011.
Analysts at Credit Suisse upgraded shares of RPM International
from an "underperform" rating to a "neutral" rating in a research
note to investors on Friday, September 9th.  The Company now has a
$24.00 price target on the stock.  Also, analysts at Oppenheimer
(downgraded shares of RPM International from a "perform" rating to
an "underperform" rating in a research note to investors on Nov.
17, 2011, Sept. 1, 2011.

Based in Highland Home, Alabama, RPM Financial LLC filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Lead Case
No.11-30545) on March 2, 2011.  Judge William R. Sawyer presides
over the case.  George W. Thomas, Esq., at Kaufman, Gilpin,
McKenzie, P.C., represents the Debtors.  The Debtors estimated
assets of less than $50,000, and debts of between $100,000 and
$500,000.


RUDEN MCCLOSKY: Wants to Reject Consulting Deal With Altman Weil
----------------------------------------------------------------
Ruden McClosky P.A. has lodged a request to reject a prepetition
executory contract with Altman Weil, Inc.  Pursuant to the deal,
Altman was to serve as a consultant to Ruden to introduce
potential merger partners with a listing through Jan. 31, 2012.  A
review of the Contract demonstrates that no fee is due to Altman.

Ruden noted that Altman did not introduce or recommend Greenspoon
Marder, P.A., the prospective purchaser of substantially all of
the Debtor?s assets, subject to higher and better offers.  The
Contract, drafted by Altman, contemplates that it would earn a fee
upon consummation of a transaction through Jan. 31, 2012 "with any
law firm recommended by Altman Weil as a merger partner."  The
deal also says if Ruden consummates a transaction Altman will be
paid a reasonable fee by the law firm with which Ruden combines.

Ruden believes that in the event that the successful bidder is an
entity recommended to the Debtor by Altman, i.e., a law firm other
than Greenspoon, Altman, pursuant to the Contract, could possibly
assert an administrative expense claim for a success fee.  The
Debtor wants to toss the deal out to eliminate that possibility,
and ensure that any fee that might be found due and owing to
Altman by the estate is at best a general unsecured claim for
rejection damages, the Debtor seeks approval to reject the
Contract.

                       About Ruden McClosky

Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally.  It had 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 (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets to Fort Lauderdale-based Greenspoon Marder.

Judge Raymond B. Ray oversees the case.  Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel.  Development Specialists, Inc., serves as
the Debtor's restructuring advisors.  Kurtzman Carson Consultants
LLC serves as the Debtor's claims and noticing agent.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Joseph J. Luzinski,
chief restructuring officer.

An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.

Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.  Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.


SAND TECHNOLOGY: Incurs C$2.1 Million Net Loss in Fiscal 2011
-------------------------------------------------------------
SAND Technology Inc. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 20-F reporting a net loss and
comprehensive loss of C$2.11 million on C$6.87 million of revenue
for the fiscal year ended July 31, 2011, compared with a net loss
and comprehensive loss of $745,549 on $6.56 million of revenue
during the prior year.

The Company's balance sheet at July 31, 2011, showed C$2.21
million in total assets, C$5.11 million in total liabilities and a
C$2.89 million shareholders' deficiency.

A full-text copy of the Form 20-F is available for free at:

                        http://is.gd/OOi4Uq

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

In its annual report on Form 20-F for the fiscal year ended
July 31, 2010, filed with the U.S. Securities and Exchange
Commission, the Company noted it has incurred operating losses in
the current and past years.  The Company has also generated
negative cash flows from operations and has a significant working
capital deficiency.  "The Company's uncertainty as to its ability
to generate sufficient revenue and raise sufficient capital, raise
significant doubt about the entity's ability to continue as a
going concern," the Company said in the filing.  The Company said
it is in the process of seeking additional financing for its
current operations.

Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the
company's financials but did not issue an adverse going concern
opinion in accordance with Canadian reporting standards.


SBARRO INC: S&P Assigns Prelim. 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Sbarro Inc. "At the same time, we
assigned our preliminary 'B+' issue-level rating , with a
preliminary '1' recovery rating to the company's proposed
$62.3 million first-out term loan facility. The '1' recovery
rating indicates our expectation for a very high (90%-100%)
recovery of principal in the event of a payment default," S&P
related.

"In addition, we assigned a preliminary 'CCC+' bank loan rating,
with a preliminary '5' recovery rating to Sbarro's proposed $75
million second-out term loan facility. The '5' recovery rating
indicates our expectation for a modest (10%-30%) recovery of
principal in the event of a payment default," S&P said.

"The rating action reflects Sbarro's announcement that the U.S.
Bankruptcy Court entered an order confirming the company's
reorganization plan under Chapter 11 of the U.S. Bankruptcy Code.
Sbarro expects to emerge from bankruptcy on Nov. 28, 2011. Under
the terms of the plan, Sbarro would reduce its total debt to about
$123.3 million from about $403.3 million prior to bankruptcy
filing. The preliminary ratings are subject to Sbarro's timely
emergence from bankruptcy and consummation of its plan of
reorganization in line with our expectations, including its
proposed exit financing as confirmed by the bankruptcy court on
Nov. 17, 2011," S&P said.

"These ratings are also subject to final documentation and our
review of legal matters that we believe are relevant to our
analysis, as outlined in our criteria," S&P said.

"The preliminary 'B-' corporate credit rating reflects our view
that Sbarro will remain highly leveraged as it emerges from
bankruptcy on Nov.28, 2011," said Standard & Poor's credit analyst
Mariola Borysiak. "Although, capital structure for the reorganized
company will have about 70% less debt, we expect pro forma total
debt to EBITDA to remain elevated at over 8x, and EBITDA coverage
of interest to be thin at about 1.2x. These measures are
characteristic of a highly leveraged financial risk profile in our
view."


SEABIRD EXPLORATION: Extends Grace Period Until Bondholders' Meet
-----------------------------------------------------------------
Reference is made to earlier stock exchange notices regarding
extension of grace period and the stock exchange notice dated 18
November 2011 regarding the agreement for financial restructuring
and industrial partnership.  Based on the ongoing process of
completing the Restructuring Plan, as described in the stock
exchange notice dated November 18, 2011, Norsk Tillitsmann ASA has
granted extensions of the SBX01 RET and the SBX02 RET grace
periods, bringing the payment date to the date where a
Bondholders' Meeting is held for SBX01 and SBX02.

The extension is given on the condition that interest and default
interest will accrue pursuant to the Bond Agreement, and that a
summons for a Bondholders' Meeting for SBX01 and SBX02 is
published by November 28, 2011.  The extension may be terminated
at any time upon (i) the receipt by the Bond Trustee of a written
instruction from the appropriate number of the Voting Bonds to
revoke the extension of the grace period or (ii) a Bondholders'
Meeting resolves to revoke the extension of the grace period.

SeaBird Exploration PLC is a global provider of marine solutions
for seabed acquisition of 3D/4C/4D multimode seismic data with
OBN operations, marine 2D and 3D seismic data, and associated
products and services to the oil and gas industry. SeaBird
specializes in high quality operations within the high end of the
source vessel and 2D market, as well as in the shallow water
2D/3D market.  Main focus for the company is proprietary seismic
surveys (contract seismic).  Main success criteria for the
company are an unrelenting focus on Health, Safety, Security,
Environment and Quality (HSSEQ), combined with efficient
collection of high quality seismic data.


SEA TRAIL: Bankruptcy Court Approves RE/MAX as Broker
-----------------------------------------------------
Sea Trail Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina for
permission to employ RE/MAX as broker for aiding the Debtor in the
sale of the Debtor's real property: Lot 54, Kings Trail in Sunset
Beach, North Carolina.

The Debtor will pay a commission of maximum of 8% of the gross
sale price of the property.

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

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.   The Debtor reported
$34,222,281 in assets and $22,174,201 in liabilities as of the
Chapter 11 filing.  Stubbs & Perdue P.A. is the Debtors' attorney.
The Bankruptcy Administrator has appointed 3 members to the
company's unsecured panel.


SEA TRAIL: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------
Marjorie K. Lynch, the United States Bankruptcy Administrator for
the Eastern District of Carolina, pursuant to 11 U.S.C. Sec.
1102(a) and (b), appointed three unsecured creditors to serve on
the Official Committee of Sea Trail Corporation.

The Creditors Committee members are:

      1. Dennis Crocker
         Chairperson
         P.O. Box 2476
         Shallotte, NC 28459
         Tel: (910) 443-0712
         Fax: (910) 754-7486

      2. Carolina Staffing Solutions
         P.O. Box 1614
         Shallotte, NC 28459
         Tel: (910) 754-5393

      3. Infinity Fire Protection, LLC
         P.O. Box 14128
         Raleigh, NC 27620
         Tel: (919) 255-6064

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.   The Debtor reported
$34,222,281 in assets and $22,174,201 in liabilities as of the
Chapter 11 filing.  Stubbs & Perdue P.A. is the Debtors' attorney.


SEA TRAIL: Creditors' Panel Retains J.M. Cook, P.A as Counsel
-------------------------------------------------------------
Sea Trail Corporation's official committee of unsecured creditors
asks the U.S. Bankruptcy Court for the Eastern District of North
Carolina for permission to retain J.M. Cook and his firm, J.M.
Cook, P.A., as counsel.

Upon retention, the firm will, among other things:

   (A) prepare on behalf of the Committee, necessary
       applications, complaints, answers, orders, reports,
       motions, notices, plan of reorganization, disclosure
       statement and other papers necessary in Debtor's
       reorganization case;

   (B) assist the Committee in evaluating the legal basis for,
       and effect of, the various pleadings that will be filed in
       the Chapter 11 case by the Debtor and other parties in
       interest; and

   (C) perform all necessary legal services representation of
       the Committee in connection with the Debtor's
       reorganization, including Court appearances, research,
       opinions and consultations on reorganization options,
       direction and strategy.

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  The Debtor reported
$34,222,281 in assets and $22,174,201 in liabilities as of the
Chapter 11 filing.  Stubbs & Perdue P.A. is the Debtors' attorney.
The Bankruptcy Administrator has appointed 3 members to the
company's unsecured panel.


SG & COMPANY: Bankr. Court Won't Hear Suit v. Deceased CEO's Trust
------------------------------------------------------------------
Bankruptcy Judge A. Benjamin Goldgar dismissed without prejudice
the adversary proceeding captioned, SG & COMPANY NORTHEAST, LLC,
et al., v. JAMI SUE GOOD, individually and as trustee of the
STEVEN L. GOOD IRREVOCABLE TRUST; and NORTHERN TRUST CORPORATION
d/b/a THE NORTHERN TRUST COMPANY, as corporate trustee of the
STEVEN L. GOOD IRREVOCABLE TRUST, No. 11 A 452 (Bankr. N.D. Ill.),
in a Nov. 21, 2011 Memorandum Opinion available at
http://is.gd/tzBPxCfrom Leagle.com, for lack of subject matter
jurisdiction.

The adversary proceeding was transferred in February 2011 to the
Northern District of Illinois pursuant to 28 U.S.C. Sec. 1404(a)
from the Southern District of New York where SG & Company's
chapter 11 case is pending.  In re SG & Co. Northeast, LLC, et
al., No. 09-12535 (BRL) (Bankr. S.D.N.Y.).  The amended adversary
complaint alleges the following facts.  Steven L. Good was
chairman and CEO of debtor SG & Company Northeast, a large real
estate auction firm.  Mr. Good used his position to steal money
from the company, shielding the stolen funds by contributing them
to an irrevocable life insurance trust.  The funds were then used
to pay, among other things, premiums on life insurance policies
that Mr. Good had contributed to the trust.  In 1997, Mr. Good's
wife, Jami Sue Good, became sole trustee of the trust.  In 2009,
Mr. Good was found shot to death in his car in a suburban Chicago
parking lot.  After his death, proceeds of the insurance policies
were paid to the trust.  Defendant Northern Trust Corporation was
subsequently appointed corporate co-trustee.  The amended
complaint has three counts, each arising under Illinois state law.
Count I is a claim against Northern Trust and Jami for unjust
enrichment.  Count II requests a declaratory judgment invalidating
the trust.  Count III is a claim against Jami for fraud.  In
Counts I and III, the plaintiffs seek damages of at least $2.28
million.

Judge Goldgar said the law of the transferee circuit applies in
the lawsuit and, hence, subject matter jurisdiction over the
plaintiffs' claims depends on the Seventh Circuit's interpretation
of bankruptcy jurisdiction, not the Second Circuit's
interpretation.  According to Judge Goldgar, under Seventh Circuit
jurisprudence, the adversary proceeding must be dismissed for lack
of jurisdiction.  The plaintiffs' claims do not arise under the
Bankruptcy Code, do not arise in a case under the Code, and, most
important, are not "related to" a case under the Code.


SIX FLAGS: Plans to Refinance Debt Load by Mid-December
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Six Flags
Entertainment Corp. plans to refinance its current credit
facilities with new loans and lines of credit by mid-December, a
move that promoted Standard & Poor's Ratings Services to place the
company's ratings on watch for a possible upgrade.


SIX FLAGS: S&P Puts 'BB-' Corp. Credit Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Six Flags Entertainment
Corp. (SFEC) on CreditWatch with positive implications.

"The CreditWatch listing reflects the company's continued strong
performance, which has resulted in credit measures that are
potentially supportive of higher ratings," said Standard & Poor's
credit analyst Ariel Silverberg.

"In the nine months ended Sept. 30, 2011, total revenue increased
2.5%, as a result of a 5% increase in revenue per capita. A 2.5%
decline in attendance offset this gain somewhat. The decline in
attendance was due largely to the August 2011 effects of Hurricane
Irene on parks in the northeast. Also during the nine-month
period, unadjusted EBITDA increased 14.4% and margin increased
about 780 basis points, on revenue growth and lower operating
expense and cost of goods sold, as a percent of revenue, which
slightly higher selling, general, and administrative expenses only
partly offset. On Sept. 30, 2011, adjusted leverage and interest
coverage were 3.1x and 4.4x. Both measures are good for the 'BB-'
rating, based on our assessment of SFEC's business risk profile,"
S&P said.

"In resolving the CreditWatch listing, we will review the terms of
the proposed credit facilities and update our intermediate-term
performance expectations to determine whether an upgrade -- which
we would likely limit to one notch -- is warranted," S&P said.


SKINNY NUTRITIONAL: Incurs $2.5 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Skinny Nutritional Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.47 million on $1.45 million of net revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$2.18 million on $1.88 million of net revenue for the same period
a year ago.

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.

The Company also reported a net loss of $5.86 million on $5.18
million of net revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.39 million on $5.91 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
million in total assets, $3.58 million in total liabilities, all
current, and a $366,271 stockholders' deficit.

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.

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

                        http://is.gd/7lqd15

                      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.


SMART-TEK SOLUTIONS: Incurs $2.96-Mil. Loss in Third Quarter
------------------------------------------------------------
Smart-Tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
comprehensive loss of $2.96 million on $4.62 million of revenue
for the three months ended Sept. 30, 2011, compared with a
comprehensive income of $1.58 million on $4.64 million of revenue
for the same period during the prior year.

The Company also reported a comprehensive loss of $3.19 million on
$15.25 million of revenue for the nine months ended Sept. 30,
2011, compared with a comprehensive income of $1.40 million on
$10.11 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $6.40
million in total assets, $8.38 million in total liabilities, all
current, and a $1.98 million total stockholders' deficit.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.

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

                        http://is.gd/pEw4d7

                      About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.


SOLAR THIN: Hires RBSM LLP as New Accountants
---------------------------------------------
Solar Thin Films, Inc., pursuant to action of its Board of
Directors engaged the firm of RBSM LLP as its certifying
accountant.  On Nov. 14, 2011, the Company notified Marcum LLP
that it had determined to change accountants.

With respect to the Company's 10-Q filing for the quarterly period
ending Sept. 30, 2010, and during the subsequent interim period
preceding the dismissal of Marcum, the Company had no disagreement
with Marcum on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Marcum, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.

Marcum did not issue a report on the Company's financial
statements although the 10-Q filing for the quarterly periods
ending June 30, 2010, and Sept. 30, 2010, contained no adverse
opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles,
except that it concluded that substantial doubts were raised about
the Company's ability to continue as a going concern as a result
of the significant losses the Registrant had incurred and its
limited capital resources.

                         About Solar Thin

Headquartered in New York, Solar Thin Films, Inc., engages in
the design, manufacture and installation of thin-film amorphous
silicon ("a-Si") photovoltaic turnkey manufacturing facilities.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Solar Thin Films, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2010, showed
$2.05 million in total assets, $5.40 million in total liabilities,
and a stockholders' deficit of $3.35 million.


SOLYNDRA LLC: Labor Dept. Approves Assistance for Laid Off Workers
------------------------------------------------------------------
C.J. Ciaramella at the Daily Caller reports that the Labor
Department announced on Nov. 21, 2011, that it had approved Trade
Adjustment Assistance for laid-off Solyndra employees, meaning the
company's roughly 1,100 former workers are eligible for federal
aid packages valued by the Labor Department at about $13,000 a
head.

According to the report, the TAA program said it offers job
retraining, allowances for job searching, health benefits and up
to 130 weeks of income support help to American workers who have
lost their jobs due to the trade practices of foreign countries.

The report relates that the request was made by the Alameda County
Workforce Investment Board on behalf of Solyndra employees on
Sept. 2, 2011, just two days after Solyndra sought Chapter 11
bankruptcy protection.

The report notes that the TAA program became the center of a brief
congressional dogfight in September when Democrats insisted on its
funding as part of a group of new free trade agreements.

                       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: Set to Sell Machinery as Backup Plan
--------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that after efforts to
sell its solar panel business intact drummed up little interest,
Solyndra LLC is preparing to sell off its machinery and equipment
piecemeal as a backup plan, an attorney for the company said
Tuesday in Delaware bankruptcy court.

Solyndra is still in talks with several potential bidders for a
turnkey sale of its California manufacturing plant and other
assets, according to Law360.

                        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.


SNOW AVIATION: To Be Liquidated Through Receiver?s On-Line Auction
------------------------------------------------------------------
United Country - Gryphon Realty & Auction Group will liquidate
remaining assets of Snow Aviation International, Inc., during an
online-only auction event through Tuesday, Dec. 13.

Founded in 1986, Snow Aviation was formerly a national leader in
the retrofitting of C-130 cargo planes but fell victim to the
recent economic downturn and changes within the aviation industry.

This offering includes office assets, two hangers full of aviation
tools, equipment and parts such as tugs, aircraft tires,
maintenance platforms, hand and power tools, plus a full metal
shop.

"The auction team has yet to complete sorting through all of the
items available for liquidation and are in the process of
identifying ownership of items consigned to the company. Auction
staff has already uncovered aircraft and parts from groups in
Brazil, Chile and throughout the US" stated Richard Kruse, the
receiver appointed to oversee disposition of the assets of the
company.

"The online-only auction format is a great way for bidders around
the world to participate in an auction of assets located in
Columbus, Ohio," said Peter Gehres, vice president of United
Country ? Gryphon Realty & Auction Group. "Buyers can bid on these
items and determine their fair market value from the comfort of
their own homes or offices."

The auction will take place online at
http://www.gryphonauction.com. A preview of the assets is
scheduled for Friday, Dec. 9 from 9 a.m. and noon, and removal
will be allowed on Thursday, Dec. 15 and Friday, Dec. 16 from
9 a.m. to 5 p.m.

Detailed information about the property for sale and additional
auction information including terms and conditions can be found
online at http://www.gryphonauction.com,by calling (614) 885-0020
or email at info@gryphonusa.com.


SOPHIA LP: S&P Assigns Prelim. 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Sophia L.P. The outlook is stable.

"At the same time, we assigned our preliminary 'B+' issue-level
rating (one notch higher than the 'B' corporate credit rating) to
the company's first-lien senior secured credit facility, which
includes a $125 million revolver facility and a $1.07 billion term
loan. The preliminary recovery rating is '2', indicating our
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default," S&P said.

"In addition, we assigned a preliminary 'CCC+' issue-level rating
to the company's $530 million in senior unsecured notes. The
preliminary recovery rating is '6' indicating our expectation of
negligible (0%-10%) recovery for noteholders in the event of a
payment default," S&P said.

"The preliminary ratings reflect Sophia's highly leveraged
financial profile," said Standard & Poor's credit analyst Joseph
Spence, "and our view that near-term integration risks offset the
combined company's improved market position."


SPORT CITY: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sport City Enterprises, Inc.
          dba Coral Rock Cafe
        4560 Tamiami Trail
        Punta Gorda, FL 33980

Bankruptcy Case No.: 11-21514

Chapter 11 Petition Date: November 22, 2011

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

Judge: Barry S. Schermer

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, & ASSOCIATES, P.A.
                  46 N. Washington Boulevard, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  E-mail: rjc@rjcolelaw.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-21514.pdf

The petition was signed by Abe Al Arnasi, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                         Case No.      Petition Date
        ------                         --------      -------------
Harborview Plaza, Inc.                 11-21513           11/22/11


STATION CASINOS: Plan Effective With Respect to Aliante Debtors
---------------------------------------------------------------
On November 1, 2011, the First Amended Prepackaged Joint Chapter
11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors
and Green Valley Ranch Gaming, LLC, was declared effective with
respect to Aliante Holding LLC and Aliante Station LLC.

As previously reported, the effective date with respect to the
Subsidiary Debtors and Green Valley occurred on June 17, 2011.

The Joint Plan was confirmed on May 25, 2011.

The deadline to file final professional fee applications with
respect to professional fees and expenses incurred in the Chapter
11 cases of the Aliante Debtors is January 2, 2012.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

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


STATION CASINOS: Asks for Final Decree Closing Ch. 11 Cases
-----------------------------------------------------------
Station Casinos and its debtor affiliates ask Judge Gregg Zive of
the U.S. Bankruptcy Court for the District of Nevada to enter a
final decree closing their Chapter 11 cases except the case of
Aliante Gaming LLC.

Paul S. Aronzon, Esq., at Milbank Tweed Hadley, & McCloy LLP, in
Los Angeles, California, notes that the occurrence of the
Effective Dates is deemed to be substantial consummation of the
First Amended Joint Chapter 11 Plan of Reorganization for Station
Casinos, Inc. and its Affiliated Debtors and the Joint Plan under
Sections 1101 and 1127(b) of the Bankruptcy Code.

There are currently no pending material motions that affect the
Moving Debtors or their estates, and there are no active
adversary proceedings in the Chapter 11 Cases, Mr. Aronzon
contends.  He adds that the only motions pending in the Chapter
11 Cases are two relief from stay motions filed by personal
injury claimants against certain of the Subsidiary Debtors.

Mr. Aronzon added that the relief asked in each RFS Motion is
substantially the same as the relief asked by the Subsidiary
Debtors in their Second Omnibus Objection (A) Disputing Tort
Claims and (B) for an Order Lifting the Automatic Stay with
Respect to Tort Claims, which was approved by the Court on
October 28, 2011.  He tells the Court that the Subsidiary Debtors
have been in contact with counsel for the RFS Movants, who
indicated that the RFS Motions will be taken off calendar once
the order on the Second Omnibus Objection is entered.

In addition, Mr. Aronzon says the final phase of omnibus claim
objections have been completed by the Moving Debtors and no
further claims litigation is anticipated.

On November 3, 2011, the Court approved on a final basis the
final professional fee applications for all professionals
employed in the Chapter 11 cases of the SCI Debtors, the
Subsidiary Debtors, and GVR.

It is anticipated that in the coming months the Court will
conduct a final professional fee hearing for professionals
employed in the Chapter 11 cases of Aliante Holding, Aliante
Station, and Aliante Gaming, LLC, Mr. Aronzon says.

Accordingly, Mr. Aronzon asserts that the Court should enter an
order closing the Chapter 11 Cases because the estates of the
Moving Debtors have been fully administered.  He adds that
closure is proper because (i) there are no pending motions or
adversary proceedings, (ii) the claims objection process has been
completed by the Moving Debtors, and (iii) the Court has awarded
professional fees on a final basis in the Chapter 11 cases of the
SCI Debtors, the Subsidiary Debtors and GVR, and the Moving
Debtors propose that the Court reserve jurisdiction for the
consideration, award and allowance of final professional fees in
the Aliante Holding and Aliante Station bankruptcy cases.

A hearing will be held on December 6, 2011, at 2:00 p.m.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

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


STATION CASINOS: Files Post-Confirmation Report for 2nd Quarter
---------------------------------------------------------------
In separate filings, the Debtors submit to the Court their Post-
Confirmation Operating Reports for the period from April 1 to
June 30, 2011 in accordance with the guidelines established by
the United States Trustee and Rule 2015 of the Federal Rules of
Bankruptcy Procedure.

In their Reports, the Debtors disclosed that they made these
disbursements for the Period:

    Station Casinos, Inc.                     $75,158,978
    Past Enterprises, Inc.                    $44,255,636
    Charleston Station LLC                    $27,172,474
    FCP PropCo LLC                            $15,971,704
    Palace Station Hotel & Casinos, Inc.      $10,242,534
    Sunset Station, Inc.                      $10,046,262
    Boulder Station, Inc.                      $9,606,941
    Santa Fe Station, Inc.                     $9,161,628
    Texas Station LLC                          $7,531,665
    Fiesta Station, Inc.                       $4,399,746
    Tropicana Station, Inc.                    $2,391,342
    Gold Rush Station LLC                        $330,506
    Rancho Station LLC                           $307,824
    Magic Star Station LLC                       $227,523
    LML Station LLC                              $129,822

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

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


STRATUS MEDIA: Incurs $4.3 Million Net Loss in Third Quarter
------------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $4.33 million on $250,201 of net revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$1.83 million on $0 of net revenues for the same period a year
ago.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.

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

                        http://is.gd/hCdvWB

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.


SUMMO INC: Bank Wants Court to Dismiss Chapter 11 Case
------------------------------------------------------
Frontier Bank, a Branch of First National Bank in Lamar, Colorado,
asks the U.S. Bankruptcy Court for the District of Colorado to
dismiss the Chapter 11 case of Summo Inc. on grounds that the
petition was filed in "bad faith."

The bank tells the Court that the Debtor's only substantial asset
consists of real property.  The bank points out that the property
generates no revenue and does not operate any business.  The bank
relates that its appraiser has valued the property subject to the
two deeds of trust at $2,450,000.

According to the bank, the Debtor has not filed a plan.  The bank
adds the Debtor has no cash, no business operations, no revenue,
no employees and no equity in the real property subject to the
deeds of trust held by the Bank.  The Debtor has no reasonable
prospect of filing a feasible Plan that could be confirmed by the
Court.

Joel Laufer, Esq., at Laufer and Padjen LLC, represents the bank.
Mr. Laufer can be reached at:

         Joel Laufer, Esq.
         LAUFER AND PADJEN LLC
         5290 DTC Parkway, Suite 150
         Englewood, CO 80111
         Tel: (303) 830-3172
         Fax: (303) 830-3135
         E-mail: jl@jlrplaw.com

                         About Summo Inc.

Pueblo, Colorado-based Summo Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, serves as the
Debtor's bankruptcy counsel.  The Debtor scheduled $15,845,500 in
assets and $4,809,760 in debts.  The petition was signed by John
Musso, president.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Summo Inc., fka Pinion Ridge,
LLC, because an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee.  The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.


SUNRISE REAL ESTATE: Incurs $706,000 Net Loss in Third Quarter
--------------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of US$706,124 on US$1.83 million of net
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of US$24,877 on US$3.09 million of net revenues for the
same period during the prior year.

The Company also reported a net loss of US$2.04 million on
US$6.55 million of net revenues for the nine months ended Sept.
30, 2011, compared with net profit of US$492,320 on US$10.74
million of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed US$18.26
million in total assets, US$22.20 million in total liabilities,
US$1.04 million in non-controlling interests of consolidated
subsidiaries and a US$4.98 million total shareholders' deficit.

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

                        http://is.gd/ubBHtv

                         About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

                           Going Concern

The Company has accumulated losses of $10,563,169 for the year
ended June 30, 2011.  The Company's net working capital deficiency
and significant accumulated losses raise substantial doubt about
the Company's ability to continue as a going concern.

However, management believes that the Company is able to generate
sufficient cash flow to meet its obligations on a timely basis and
ultimately to attain successful operations in respect of the
agency sales and property management operations.

As reported by the TCR on April 21, 2011, Kenne Ruan, CPA, P.C.,
in Woodbridge, CT, USA, noted that the Company has  significant
accumulated losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.


SUNVALLEY SOLAR: Incurs $193,281 Net Loss in Third Quarter
----------------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $193,281 on $202,030 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $35,406 on $1.24
million of revenue for the same period during the prior year.

The Company also reported a net loss of $128,879 on $2.94 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $296,447 on $3.31 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.41
million in total assets, $4.48 million in total liabilities and a
$68,891 total stockholders' deficit.

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

                        http://is.gd/eDIt1R

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUPERMEDIA INC: Inks 2nd Amendment to JPMorgan Loan Agreement
-------------------------------------------------------------
SuperMedia Inc., on Nov. 8, 2011, entered into the Second
Amendment to the Loan Agreement, dated as of Dec. 31, 2009, by and
among the Company, lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as collateral agent and administrative
agent for the Lenders.  The material terms of the Amendment
include the following:

     * Effective upon the execution of the Amendment by more than
       half of the Lenders under the Loan Agreement and until
       Jan. 1, 2014, the Company, subject to the procedures and
       conditions set forth in the Amendment and Loan Agreement,
       is allowed to repurchase and retire debt below par
       utilizing cash up to a maximum of $122,500,000, plus
       Available Retained Cash as of the most recent Determination
       Date on or prior to the date of a Voluntary Prepayment,
       minus any amounts previously expended to make Voluntary
       Prepayments, and minus cash paid and debt incurred to
       effect Permitted Acquisitions if (i) no default or event of
       default has occurred or is occurring; (ii) the Company can
       certify that no event of default could reasonably be
       expected to occur during the succeeding four calendar
       quarters if such Voluntary Prepayment is not made; (iii)
       the Company has obtained approval of at least 2/3 of the
       Company's Board of Directors for such Voluntary Prepayment;
       and (iv) the Company has unrestricted cash of at least
       $50,000,000.

     * In connection with any Voluntary Prepayment, the Company is
       required to notify the Lenders that the Company desires to
       prepay the debt below par and provide the prepayment amount
       and the price within a range equal to a percentage of par
       of the principal amount of debt to be prepaid.

     * In connection with the Amendment, the Company made certain
       representations and warranties to the Agent and the
       Lenders.

     * In addition, on the Effective Date, pursuant to the terms
       of the Amendment, the Company prepaid $35,000,000 aggregate
       principal amount of the loans under the Loan Agreement at
       par.

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

                        http://is.gd/BVVVVO

                         About Idearc Inc.

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

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

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

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

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

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

The Company reported a net loss of $909 million on $1.25 billion
of operating revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $252 million on $750 million of
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.83
billion in total assets, $2.75 billion in total liabilities and a
$924 million total stockholders' deficit.


SUPERMEDIA INC: Extends Debt Repurchase Offer to Nov. 29
--------------------------------------------------------
As previously announced, on Nov. 17, 2011, SuperMedia Inc. has
commenced an offer to utilize up to approximately $117,000,000 to
repurchase debt at a price of 43% to 46% of par, under the terms
and conditions of the Loan Agreement, dated as of Dec. 31, 2009,
by and among the Company, lenders from time to time party thereto
and JPMorgan Chase Bank, N.A., as collateral agent and
administrative agent for the lenders.  The offer was scheduled to
expire at 3:00 p.m., New York City time, on Monday, Nov. 21, 2011.
The Company has extended the expiration date for the offer to 3:00
p.m., New York City time, on Tuesday, Nov. 29, 2011.

                          About Idearc Inc.

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

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

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

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

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

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


TEAM NATION: Incurs $416,000 Net Loss in Third Quarter
------------------------------------------------------
Team Nation Holdings Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $416,032 on $379,074 of total revenue for
the three months ended Sept. 30, 2011, compared with net income of
$272,333 on $491,124 of total revenue for the same period a year
ago.

The Company also reported net income of $323,051 on $1.08 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with net income of $375,694 on $1.25 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5.57 million in total liabilities,
and a $2.52 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).

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

                        http://is.gd/fMscYi

                         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.


TECHNEST HOLDINGS: Incurs $581,498 Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Technest Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $581,498 on $129,358 of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $136,502 on $0
of revenue for the same period during the prior year.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet showed $5.51 million in total assets,
$6.21 million in total liabilities and a $700,374 total
stockholders' deficit.

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

                        http://is.gd/5WmrM3

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.


TOPS HOLDING: Moody's Upgrades CFR to B3; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Tops Holding Corporation
("Tops") to B3 from Caa1 and upgraded the rating of its $350
million senior secured notes to B3 from Caa1. The rating outlook
is stable.

"The business and execution risk associated with the Penn-Traffic
acquisition has been meaningfully reduced and the integration has
demonstrated positive results", stated Moody's senior analyst
Mickey Chadha. "The company has managed to maintain a good
regional market presence in a challenging business environment
despite larger competitors like Wal-Mart and Wegmans in its market
area", Chadha further stated.

RATINGS RATIONALE

Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies. The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

These ratings were upgraded and LGD point estimates updated:

Corporate Family Rating to B3 from Caa1

Probability of default rating to B3 from Caa1

Senior Secured Notes due 2015 to B3 (LGD4, 51%) from Caa1 (LGD4,
52%)

The stable rating outlook reflects the expectation that Tops'
credit metrics will continue to improve due to increased
profitability in the near to medium term and liquidity will remain
good. The outlook also assumes that the company will maintain a
benign financial policy.

Over time a ratings upgrade would require improvement in
profitability, positive same store sales and consistent free cash
flow. Ratings could rise if Tops demonstrates sustained Moody's
adjusted EBITA to interest above 1.75 times and Moody's adjusted
debt/EBITDA sustained below 5.25 times while maintaining good
liquidity and a benign financial policy.

Ratings could be downgraded if same store sales and profitability
demonstrate a declining trend. Ratings could also be downgraded if
financial policies do not stay benign or if liquidity
deteriorates. Quantitatively ratings could be downgraded if
Moody's adjusted EBITA to interest is sustained below 1.25 times
or if Moody's adjusted debt/EBITDA is sustained above 5.75 times.

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

Tops Holding Corporation is the parent of Tops Markets, LLC which
is headquartered in Williamsville, New York and operates a chain
of 125 retail supermarkets and 5 franchised stores including 51
former Penn-Traffic stores acquired in January 2010. Revenue was
approximately $2.3 billion for the LTM period ended October 8,
2011. Tops' primary markets are in upstate New York and Northern
Pennsylvania. The company is 71.6% owned by Morgan Stanley Capital
Partners, with remaining ownership held largely by a unit of HSBC
and company management.


TOWNSEND CORP: Files Schedules of Assets and Liabilities
---------------------------------------------------
Townsend Corporation filed its schedules of assets and liabilities
in the U.S. Bankruptcy Court for the Central District of
California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $13,943,428
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,449,539
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,792,603
                                ------------     ------------
        TOTAL                    $13,943,428      $18,242,142

A full-text copy of the schedules and statements is available for
free at http://bankrupt.com/misc/TOWNSENDCORPORATION_sal.pdf

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq. --
mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo &
Brill LLP, in Los Angeles, represent the Debtors.   Each of the
Debtors estimated $10 million to $50 million in both assets and
debts.  The petitions were signed by Ernest W. Townsend, IV, the
president.

McQueen & Ashman LLP as is the Debtor's special corporate and
litigation counsel.


TOWNSEND CORP: Court Approves McQueen as Special Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Townsend Corporation, doing business as Land Rover
Jaguar Anaheim Hills, and LRJC, Inc., doing business as Land Rover
Jaguar Cerritos, to employ McQueen & Ashman LLP as their special
corporate and litigation counsel.

M&A and its attorneys have served as general outside counsel to
the Debtors since their inceptions and to the previous Land Rover
dealerships owned by the Debtors' principals.  As special counsel
to the Debtors, M&A will:

   -- continue to represent them in ongoing and recently filed
      litigation brought by consumers;

   -- continue to represent them in negotiations with potential
      purchasers of their dealerships;

   -- document any potential sale of their dealerships;

   -- continue to advise and represent them in connection with
      any employee issues that may arise;

   -- represent them in any adversary proceedings; and

   -- assist them and their general bankruptcy counsel in the
      formulation of a plan of reorganization and preparation of
      disclosure statement.

M&A will be paid according to its standard hourly billing rates
and will be reimbursed of its necessary expenses.  The Debtors
expect that Phillip Ashman, Esq., and Brian A. Kumamoto, Esq.,
will be the primary attorneys responsible for the representation
of the Debtors.  M&A's current hourly rates are:

         Partners                   Rate
         --------                   ----
         James A. McQueen           $400
         Phillip Ashman             $395
         Brian A. Kumamoto          $375

         Of Counsel
         ----------
         Sherry Bilbeisi            $350
         Gary A. Foltz              $325

         Paralegal
         ---------
         Bob Hackney                $195
         Mailei Bennett             $150

Mr. Ashman assured the Court that M&A is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq. --
mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo &
Brill LLP, in Los Angeles, represent the Debtors.   Each of the
Debtors estimated $10 million to $50 million in both assets and
debts.  The petitions were signed by Ernest W. Townsend, IV, the
president.


TRAILER BRIDGE: Inks DIP Credit Agreement for $15 Million Loan
--------------------------------------------------------------
On Nov. 18, 2011, Trailer Bridge, Inc., entered into a Debtor-in-
Possession Term Loan and Security Agreement (the "DIP Credit
Agreement"), with Whippoorwill Distressed Opportunity Fund, L.P.,
WellPoint, Inc., Whippoorwill Institutional Partners, L.P.,
Whippoorwill Associates, Inc. Profit Sharing Plan, Principal
Variable Contracts Fund, Inc. Income Account, and Principal Fund,
Inc. Income Fund, as the lenders (the "Lenders") and Law Debenture
Trust Company of New York, as agent (the "Agent").

Pursuant to the terms of the DIP Credit Agreement, the Lenders
agreed to lend up to $15,000,000 and the Company agreed to secure
its obligations under the loan documents by granting the Agent,
for the benefit of the Agent and the Lenders, a first-priority
security interest in and lien upon all of the Company?s existing
and after-acquired personal and real property subject to certain
carve-outs as defined in the DIP Credit Agreement.

The interest rate provided under the DIP Credit Agreement is 7.0%
and increases to 9.0% in the event of a default or event of
default as defined in the DIP Credit Agreement.  The DIP Credit
Agreement requires the Company to pay a non-refundable upfront fee
of 4.0% of the loan amount.

The DIP Credit Agreement limits, among other things, the Company's
ability to (i) incur indebtedness, (ii) incur or create liens, and
(iii) dispose of assets.  In addition to standard obligations, the
DIP Credit Agreement provides for (x) a periodic delivery by the
Company of its budget that has to be approved by a requisite
number of Lenders set forth in the DIP Credit Agreement and (y)
specific milestones that the Company must achieve by specific
target dates.

The Company may terminate the DIP Credit Agreement prior to its
maturity date upon 10 days written notice.  The DIP Credit
Agreement matures on the earliest to occur of: (a) one year from
Nov. 16, 2011; (b) certain earlier dates if certain Bankruptcy
Court hearings or orders are not held or made; and (c) the
acceleration of the loans made under the DIP Credit Agreement and
the termination of the Lenders' funding commitments pursuant to
the terms of the DIP Credit Agreement.

A copy of the DIP Credit Agreement is available for free at:

                       http://is.gd/uTSPRH

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc.
-- http://www.trailerbridge.com/-- provides integrated trucking
and marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  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 filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.   Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and debts.  The
petition was signed by Mark A. Tanner, co-chief executive officer.


TRAILER BRIDGE: Taps DLA Piper as Bankruptcy Counsel
----------------------------------------------------
Trailer Bridge, Inc., is asking the Bankruptcy Court for authority
to employ DLA Piper LLP (US) as its bankruptcy counsel.

The Debtor has initially paid DLA an advance fee retainer of
$250,000 to be held as on account cash for the advance payment of
professional fees and expenses incurred and charged by DLA in its
representation of the Debtor.  DLA has rendered prepetition legal
services to the Debtor and incurred expenses in the aggregate
amount of $398,479.14 for professional services.

Based upon the parties' Engagement Agreement, DLA bills the Debtor
using its Standard Hourly Rates.  Those rates range from $530 to
$1,120 for partners, $300 to $940 for counsel, $320 to $730 for
associates and $85 to $455 for para-professionals.  The attorney
leading the DLA engagement is Gregg M. Galardi, Esq., whose
present hourly rate is $975.  It is expected that no attorney on
this engagement will have a higher hourly rate.

Mr. Galardi attests that the partners, counsel, and associates of
DLA (a) do not have any connection with any of the Debtor, its
creditors, or any other parties in interest, or its attorneys and
accountants, the United States Trustee for the District of Florida
or any person employed in the office of the same, or any judge in
the United States Bankruptcy Court or the United States District
Court for the District of Florida or any person employed in the
offices of the same, (b) are "disinterested persons," as that term
is defined in Bankruptcy Code section 101(14), and (c) do not hold
or represent any interest adverse to the estates.

                     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 filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its $82.5
million 9.25% Senior Secured Notes became due.  The Company hopes
to complete the 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.

Judge Jerry A. Funk presides over the case.   Foley & Lardner LLP,
and DLA Piper LLP (US) serve as the Debtor's counsel.  Global
Hunter Securities LLC serves as investment bankers.  RAS
Management Advisors LLC serves as financial advisors.  In its
petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Mark A. Tanner,
co-chief executive officer.


TRANS-LUX CORPORATION: Gabelli Funds Owns 75.2% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that they beneficially own 14,055,000 shares of common
stock of Trans-Lux Corporation representing 75.21% of the shares
outstanding.  As previously reported by the TCR on May 6, 2011,
Gabelli Funds disclosed beneficial ownership of 115,965 shares of
common stock or 4.75% equity stake.  A full-text copy of the
amended Schedule 13D is available for free at http://is.gd/9JZmZi

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company's balance sheet at June 30, 2011, showed $31.01
million in total assets, $34.15 million in total liabilities, and
a $3.13 million total stockholders' deficit.

The Company has incurred significant recurring losses from
continuing operations and has a significant working capital
deficiency.  The Company incurred a net loss from continuing
operations of $3.3 million for the six months ended June 30, 2011,
and has a working capital deficiency of $18.8 million as of
June 30, 2011.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRIBUNE CO: Filed 3rd Amended Plan Ahead of This Week's Hearing
---------------------------------------------------------------
Tribune Company and its debtor affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A. submitted to
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware a Third Amended Joint Plan of Reorganization
and accompanying supplemental disclosure document dated
November 18, 2011.

On October 31, 2011, the Court denied confirmation of the Second
Amended Joint Plan of Reorganization filed by the DCL Plan
Proponents.  In its opinion, the Court found that each of the LBO
Settlement and the Step Two Disgorgement Settlement -- the core
components of the Second Amended Plan -- was achieved as a result
of arm's-length, good faith negotiations" and was "fair and
reasonable, and in the best interests of the Debtors' estates.
However, the Court concluded that the Second Amended Plan, which
was overwhelmingly accepted by creditors across the capital
structure of the Debtors, did not satisfy several requirements
for confirmation under Section 1129 of the Bankruptcy Code.

Accordingly, the Third Amended Plan includes modifications that
comply with the results and findings made by the Court in a
decision last month, Tribune said in a November 18 statement.
"The Third Amended Plan also contains an allocation dispute
protocol that would allow the Court to resolve potential inter-
creditor disputes regarding amounts that will be paid to various
groups of creditors without interfering with the company's
efforts to secure prompt confirmation of the Plan and the
Company's subsequent emergence from bankruptcy," the statement
read.

                  Allocation Dispute Protocol

Tribune Chief Restructuring Officer Donald J. Liebentritt states
that the Third Amended Plan provides that as a default, Holders
of Claims will receive the same distributions as provided under
the Second Amended Plan.  However, in light of, among other
things, the motions to reconsider the Confirmation Opinion filed
by Aurelius Capital Management, LP and other noteholders, the
Third Amended Plan provides that the Court may: (a) reallocate
distributions among the Holders of Senior Noteholder Claims,
Other Parent Claims, EGI-TRB LLC Claims, and PHONES Notes Claims;
or (b) adjust the priority of distributions from the Litigation
Trust or Creditors' Trust, if it concludes it is necessary to do
so to ensure that the Third Amended Plan satisfies the
requirements of the Bankruptcy Code based on the resolution of
certain disputes or if the relevant parties otherwise
consensually resolve the Allocation Disputes

The DCL Plan Proponents specifically want the Court to resolve
disputes that are relevant to the potential allocation
adjustments, including:

(1) whether and to what extent distributions under the Third
   Amended Plan must be adjusted in order for those
   distributions to satisfy the applicable requirements of the
   Bankruptcy Code because some or all of the consideration
   provided by the Senior Lenders, Bridge Lenders, and Settling
   Step Two Payees with respect to the DCL Plan Settlement is
   not subject to the PHONES Subordination Provisions or the
   subordination agreement governing the EGI-TRB Notes;

(2) whether and to what extent (a) the priority of the
   distributions from the Creditors' Trust or the Litigation
   Trust must be adjusted in order for the distributions
   under the Third Amended Plan to satisfy the applicable
   requirements of the Bankruptcy Code because some or all
   distributions from the Creditors' Trust or the Litigation
   Trust are not subject to the PHONES Subordination Provisions
   and (b) the priority of the distributions from the Creditors'
   Trust or the Litigation Trust must be adjusted in order for
   the distributions under the Third Amended Plan to satisfy the
   applicable requirements of the Bankruptcy Code because some
   or all distributions from the Creditors' Trust or the
   Litigation Trust are not subject to the EGITRB subordination
   provisions;

(3) whether and to what extent the distributions under the Third
   Amended Plan or the priority of distributions from the
   Creditors' Trust or Litigation Trust must be adjusted in
   order for the distributions under the Third Amended Plan to
   satisfy the applicable requirements of the Bankruptcy Code
   because any category of Other Parent Claims does not
   constitute "Senior Indebtedness," as defined by the PHONES
   Notes Indenture or "Senior Obligations," as defined by the
   EGI-TRB Subordination Provisions;

(4) the Allowed amount of the PHONES Notes Claims;

(5) the relative priority of the PHONES Notes and the EGI-TRB LLC
   Notes; and

(6) any other issues that (a) are related to those issues
   and raised by a party in interest or (b) the Bankruptcy Court
   may determine are necessary to the resolution of those
   issues.

Depending upon their outcome, the adjudication or resolution of
the Allocation Disputes could potentially affect the
distributions to which the Holders of Senior Noteholder Claims,
Other Parent Claims, EGI-TRB Notes Claims, and PHONES Notes
Claims are entitled under the Third Amended Plan.  The cumulative
effect of the adjudication or resolution of all Allocation
Disputes could potentially result in these adjustments to the
estimated recoveries of the Holders of Senior Noteholder Claims,
PHONES Notes Claims, Other Parent Claims, and EGI-TRB LLC Notes
Claims:

  * the estimated recovery percentage of the Holders of Senior
    Noteholder Claims could potentially be adjusted from 33.6%
    under the Second Amended Plan to an estimated range of
    19.8% to 36.5% under the Third Amended Plan;

  * the estimated recovery percentage of the Holders of Other
    Parent Claims could potentially be adjusted from 36.0% under
    the Second Amended Plan to an estimated range of 21.8% to
    36.0% under the Third Amended Plan;

  * the estimated recovery percentage of the Holders of PHONES
    Notes Claims could potentially be adjusted from 0.0% under
    the Second Amended Plan to an estimated range of 0.0% to
    16.4% under the Third Amended Plan; and

  * the estimated recovery percentage of the Holders of EGI-TRB
    LLC Notes Claims could potentially be adjusted from 0.0%
    under the Second Amended Plan to an estimated range of
    0.0% to 26.7% under the Third Amended Plan.

A summary of the maximum potential cumulative adjustment to the
distributions to the affected claims is available for free at:

             http://ResearchArchives.com/t/s?7752

If the Bankruptcy Court is to deny, or defer ruling upon, the
Rule 59 Motions with respect to the Chapter 5/Litigation Trust
Finding in the Confirmation Opinion, then all of the Allocation
Disputeswould still be subject to resolution in the manner
contemplated by the Allocation Dispute Protocol.

If any of the Allocation Disputes are not resolved by the
Confirmation Order or settled prior to the Confirmation Date,
then the DCL Proponents will ask the Bankruptcy Court to
establish in the Confirmation Order a schedule for the resolution
of the Allocation Disputes prior to the Effective Date.  If the
adjudication or resolution of the Allocation Disputes would
unreasonably delay the Debtors' emergence from these Chapter 11
Cases, then those disputes will be resolved after the
Confirmation Hearing and potentially after the Effective Date if
necessary, according to Mr. Liebentritt.

If all of the Allocation Disputes are adjudicated or resolved in
connection with the Confirmation Hearing or prior to the
Effective Date, the Holders of Senior Noteholder Claims, PHONES
Notes Claims, Other Parent Claims, and EGI-TRB LLC Notes Claims
will receive the distributions that are provided in the Third
Amended Plan, with any adjustments required by the Chapter
5/Litigation Trust Finding, the Confirmation Order or any other
orders entered by the Court adjudicating any Allocation Disputes
or approving the terms of a stipulation resolving any of those
disputes.

If all of the Allocation Disputes are not resolved as of the
Effective Date, the Reorganized Debtors will establish one or
more distribution reserves pending the outcome of all those
remaining Allocation Disputes.  The consideration distributed to
the Allocation Dispute Reserves will be in the form of an amount
of Cash, New Warrants, and New Senior Secured Term Loan in
proportion to the aggregate elections made by the Holders of
Senor Noteholder Claims and Other Parent Claims pursuant to the
Third Amended Plan.

If none of the Allocation Disputes are adjudicated or resolved
prior to the Effective Date, then the DCL Proponents estimate
that the aggregate amount of the Allocation Dispute Reserves will
potentially be approximately $215.1 million of consideration.
Any amounts remaining in the Allocation Dispute Reserves after
all of the Allocation Disputes have been resolved by Allocation
Orders will be distributed in accordance with the applicable
final Allocation Order or as otherwise directed by the
Bankruptcy Court.

A full-text copy of the Allocation Dispute Protocol is available
for free at:

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

In connection, the Third Amended Plan incorporates the terms of
the Retiree Claimant Settlement that was included in the Second
Amended Plan, subject, however, to any adjustments necessary in
connection with the Allocation Dispute Protocol.

                    Other Plan Modifications

The Third Amended Plan also contains modifications addressing
concerns raised by Judge Carey in the Confirmation Opinion,
namely:

(1) The DCL Proponents have modified Section 4.2 of the Third
   Amended Plan to provide that if the holders of Claims in a
   particular Impaired Class are (a) given the opportunity to
   vote to accept or reject the Third Amended Plan and (b)
   notified that a failure of any Holders of Claims in that
   Class to vote to accept or reject the Third Amended Plan
   would result in the Class being deemed to have accepted this
   Plan, to the extent no votes to accept or reject the Third
   Amended Plan are cast within the Class, the Class will be
   deemed to have accepted the Third Amended Plan unless
   otherwise determined by the Bankruptcy Court.

   If (i) the Plan fails to be accepted by the requisite number
   and amount of Claims voting with respect to any particular
   Debtor, or (ii) the Court denies confirmation of the Plan
   with respect to that Debtor, the DCL Plan Proponents may
   withdraw the Plan as to that Debtor.  If the DCL Plan
   Proponents withdraw the Third Amended Plan as to any
   particular Debtor, at the option of that Debtor (a) that
   Debtor's Chapter 11 case may be dismissed or (b) that
   Debtor's assets may be sold to a Debtor that is a proponent
   of the Third Amended Plan.  The sale price will be paid to
   the seller in Cash and will be in an amount equal to the fair
   value of the assets as proposed by Tribune and approved by
   the Court.

(2) The Third Amended Plan revises the releases so that the
   Debtors and the Reorganized Debtors are the only parties
   granting the releases.  In addition, the Third Amended Plan
   narrows the scope of the parties so released to exclude the
   Debtors' Related Persons, Current Employees, and 401(k)
   Shareholders.

(3) The Third Amended Plan modifies Section 11.5 by providing
   an exculpation from liability arising from any act or
   omission taken during or in connection with the Chapter 11
   Cases solely in favor of (i) the Debtors (including, without
   limitation, the Special Committee of the Board of Directors
   of Tribune formed during the Chapter 11 cases), the
   Creditors' Committee, and the Related Persons of the Debtors
   and the Creditors' Committee and (ii) the current and former
   members of the Creditors' Committee and their Related
   Persons.

(4) The Third Amended Plan provides that each Plaintiff is
   enjoined and restrained from seeking relief or collecting
   judgments against any Non-Settling Defendants in any manner
   that fails to conform to the Bar Order, including, without
   limitation, the proportionate judgment reduction provision
   set forth herein.

(5) The definition of "Class 11 Litigation Trust Interests" is
   modified to specifically exclude "distribution[s] arising
   from Preserved Cause[s] of Action asserted pursuant to
   Chapter 5 of the Bankruptcy Code" from the distributions that
   would be turned over to the beneficiaries of subordination
   under the subordination provisions of the PHONES Notes
   Indenture.  As a result, the Holders of PHONES Notes Claims
   will retain any distributions from proceeds of Preserved
   Causes of Action asserted pursuant to Chapter 5, unless the
   Court determines that the priority of distributions should be
   determined pursuant to the Allocation Dispute Protocol.

The Supplemental Disclosure Document also appends schedules
containing modified priority and reclassified claims, copies of
which are available for free at:

  http://bankrupt.com/misc/Tribune_ModPriorityClaims.pdf
  http://bankrupt.com/misc/Tribune_ReclassifiedClaims.pdf

Full-text copies of the November 18 Plan and Disclosure Document
are available for free at:

   http://bankrupt.com/misc/Tribune_1118DCLPlan.pdf
   http://bankrupt.com/misc/Tribune_Nov18DCLDS.pdf

A blacklined version of the November 18 DCL Plan is available for
free at:

  http://bankrupt.com/misc/Tribune_Nov18DCLPlan_blacklined.pdf

                     Nov. 22 Status Hearing

Judge Carey scheduled a status hearing to find an expeditious and
economic resolution to the Debtors' Chapter 11 cases for
November 22, 2011.

In advance of the status hearing and in support of the Third
Amended Plan, the Debtors filed with the Court a status report.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois
tells Judge Carey that December 8, 2011 will be the third
anniversary of the filing of the Debtors' bankruptcy cases.  The
Debtors have been in bankruptcy too long, and as the Court
admonished, they "must promptly find an exit door to this Chapter
11 proceeding," Mr. Conlan states.  Mr. Conlan notes that in the
Confirmation Opinion, the Court found that the DCL Plan, with
certain modifications could be that exit door.

"The DCL Plan Proponents have therefore taken the Court's
admonition to heart and have amended the DCL Plan to eliminate
the remaining obstacles to confirmation," Mr. Conlan asserts.
More importantly, the Third Amended Plan incorporates a protocol
for resolution of the few remaining disputes arising from
differing interpretations of the Confirmation Opinion in a manner
that will not threaten or delay confirmation, he states.
Although the Court is free to resolve the remaining disputes on
whatever schedule it deems appropriate, if those disputes cannot
be resolved before emergence, the Third Amended Plan includes a
reserve mechanism that will allow the Debtors to emerge, with the
few unresolved disputes to be adjudicated or settled after
emergence, he says.

The DCL Plan Proponents believe that the amended DCL Plan
provides a fair and efficient path to the Debtors' emergence, and
fully honors the Court's ruling in its Confirmation Opinion.

                        *     *     *

Before the filing of the Third Amended Plan, CRO Liebentritt said
in an e-mailed note to employees that the Company saw Judge
Carey's decision rejecting the Chapter 11 Plan proposed by
Tribune, the Official Committee of Unsecured Creditors and
certain secured lenders "as a delay, not a defeat," Bloomberg
News relayed.  "We see a path to getting out of bankruptcy, and
we don't have to start from square one," the CRO said in the e-
mailed note.

Several sources, however, believe addressing the bankruptcy
judge's concerns is not necessarily going to be easy, Michael
O'Neal of the Chicago Tribune wrote in a report.  While some
matters are easily surmountable, the sources pointed out that the
DCL Plan's unfair subordination provisions of the PHONES Notes
may prove to more problematic, Chicago Tribune wrote.

Lawyers are already hard at work trying to decipher Judge Carey's
language around the issue, the sources told Chicago Tribune.  But
they said it was likely the decision would energize the
aggressive PHONES trustee, Wilmington Trust Co., to press for a
slice of the settlement proceeds, potentially adding another
level of complexity to the case, the report stated.

Tribune employees also reacted in alarm to Judge Carey's finding
that the plan releases are too broad to be fair and equitable,
Chicago Tribune added.

"We haven't given this up yet," Mr. Liebentritt said, adding "but
the bar to overcome is quite high," according to Chicago Tribune.

Meanwhile, sources said Judge Carey's logic regarding the PHONES
Notes provides an opening for Mr. Zell's lawyers to argue that
the Company Chairman is also eligible to collect a partial return
because the two securities share similar legal language, a
separate Chicago Tribune relayed.

Sources familiar with the situation said PHONES holders may now
claim that they should be able to recover as much as $130
million, in addition to participating in a potentially lucrative
litigation trust that will be part of the plan of reorganization,
Chicago Tribune stated.  Other sources told Chicago Tribune that
the Chairman plans to argue for a recovery that could run into
the tens of millions of dollars.  But rather than pocket the
money, he would likely seek to use it as leverage to argue for a
broader settlement of the fountain of legal claims flowing from
the $8.2 billion buyout of Tribune, the report related.

It remains uncertain how Mr. Zell or the PHONES holders will
press their claims but the emergence of Mr. Zell as a potential
in-the-money creditor is likely to stir controversy, Chicago
Tribune said.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Proposes to Resolicit Votes on Third Amended Plan
-------------------------------------------------------------
Tribune Co. and its affiliates ask Bankruptcy Judge Kevin Carey
to:

  (i) authorize them to resolicit votes on and applicable
      elections under the Third Amended Joint Plan of
      Reorganization from: (a) the holders of claims in classes
      of claims at Tribune Company whose distributions may be
      affected by the resolution of the Allocation Disputes,
      which classes are the Senior Noteholder Claims, Other
      Parent Claims, EGI-TRB LLC Notes Claims, and PHONES Notes
      Claims; and (b) the holders of claims in 37 classes of
      General Unsecured Claims against Non-Guarantor Debtors in
      which no holders voted to accept or reject the DCL Plan in
      the prior solicitation process;

(ii) enter a ruling that the votes cast and elections made with
      respect to the Second Amended DCL Plan by holders of
      claims in all classes other than the Revoting classes
      remain binding and will continue to be counted as votes
      and elections with respect to the Third Amended Plan,
      because the treatment of those claims under the DCL Plan
      has not changed materially from the Second Amended Plan to
      the Third Amended Plan; and

(iii) establish a timetable that allows for the scheduling of
      the hearing to consider confirmation of the DCL Plan in
      the first week of February 2012 or as soon thereafter as
      is practicable.

The Debtors also ask the Court to approve a supplemental
disclosure document to be distributed to the Revoting Classes,
which describes the modifications to the DCL Plan reflected in
the Third Amended DCL Plan.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, insists that the Supplemental Disclosure Document
provides the requisite adequate information under Section 1125 of
the Bankruptcy Code.  The Supplemental Disclosure Document is
tailored to provide the additional information that is necessary
to allow the Holders of Claims in the Revoting Classes to
determine how to vote on and make again their elections under the
Third Amended DCL Plan, he argues.  Requiring distribution of the
Supplemental Disclosure Document only to the Revoting Classes
will reduce both waste -- by eliminating the dissemination of
extraneous documents -- and the confusion that would result from
providing further documentation to parties to which those
documents do not apply, he insists.

               Resolicitation of Revoting Classes

The Debtors propose to resolicit votes to accept or reject the
DCL Plan from the holders of Senior Noteholder Claims and Other
Parent Claims because of the potential for a material adverse
effect on the treatment of those Claims that may result from
determination of one or more of the Allocation Disputes.
Resolicitation of votes from the Holders of EGI-TRB LLC Notes
Claims and PHONES Notes Claims is also appropriate even though
the amendments to the Third Amended DCL Plan are not adverse to
those Holders, Mr. Conlan says.  Indeed, in the Supplemental
Disclosure Document, certain resolutions of the Allocation
Disputes would result in recoveries to the Holders of those
Claims that are higher than they were under the Second Amended
DCL Plan, he explains.

To ensure that the Third Amended DCL Plan satisfies the Court's
ruling, the DCL Plan Proponents propose to resolicit votes on the
Third Amended DCL Plan from the Subsidiary Revoting Classes,
accompanied by express disclosure that those Classes will be
deemed to accept the DCL Plan if no votes are cast by eligible
Holders of Claims in those Classes.

The Debtors ask the Court to approve the forms of supplemental
ballots, beneficial ballots, and master ballots, together with
their related balloting instructions to be distributed to Holders
of Claims in each of the Revoting Classes for the purposes of
voting to accept or reject the DCL Plan and making elections
thereunder.  The Debtors propose to make non-material
modifications to any Supplemental Ballots, Supplemental
Beneficial Ballots, and Supplemental Master Ballots to be
distributed to Holders of Claims in the Revoting Classes without
further order of the Court.

The DCL Plan Proponents will distribute, through their Voting
Agent, to Holders of Claims in the Revoting Classes, by first-
class mail: (i) a copy of the Third Amended DCL Plan, (ii) a copy
of the Supplemental Disclosure Document, (iii) an appropriate
number of Supplemental Ballots, Supplemental Beneficial Ballots,
and Supplemental Master Ballots, as applicable, together with
corresponding Instructions and one or more prepaid return
envelopes, (iv) a copy of a notice of the confirmation hearing,
and (v) a copy of the order approving the Resolicitation Motion.

The Debtors propose solicitation and tabulation procedures for
the Holders of all Claims in the Revoting Classes that are
identical in all material respects to the solicitation procedures
that were previously approved by the Court in the Prior
Solicitation Orders.  The procedures previously established by
the Court to tabulate votes and elections with respect to the DCL
Plan will also apply to the tabulation of votes and elections
reflected on any Supplemental Ballots, Supplemental Beneficial
Ballots, and Supplemental Master Ballots, as applicable, as will
the remaining provisions of the Prior Solicitation Orders except
to the extent expressly modified by the order approving the
Resolicitation Motion.

A full-text copy of the proposed Resolicitation Procedures is
available for free at:

  http://bankrupt.com/misc/Tribune_Nov18ResolicitationProcs.pdf

The Debtors further propose that any order approving the
Resolicitation Motion specify that Supplemental Ballots and
Supplemental Master Ballots must be returned to the Voting Agent
by first-class mail postage prepaid, by personal delivery, or by
overnight courier, and may not be transmitted by e-mail,
facsimile, or other electronic means.

               Proposed Resolicitation Schedule

In order to facilitate the expeditious confirmation of the DCL
Plan, the Debtors ask the Court to establish deadlines to the
resolicitation and tabulation of votes on the DCL Plan, as
amended:

  December 12, 2011        -- the supplemental voting record
                              date for the purpose of
                              identifying Holders of Claims in
                              the Revoting Classes.

  December 23, 2011        -- the filing deadline for Rule 3018
                              of the Federal Rules of Bankruptcy
                              Procedure motions.

  January 20, 2012         -- the supplemental voting deadline
                              for holders of claims in the
                              Revoting Classes to return
                              Supplemental Ballots and
                              Supplemental Master Ballots, as
                              applicable.

  January 27, 2012         -- the deadline for the Voting Agent
                              to file the results of its
                              tabulation of votes to accept or
                              reject the Third Amended DCL Plan.

Mr. Conlan insists that this proposed schedule will afford the
Holders of Claims in the Revoting Classes an adequate period to
review the Third Amended DCL Plan and Supplemental Disclosure
Document, make an informed decision whether to accept or reject
the Third Amended DCL Plan and make applicable elections, and
return their Supplemental Ballots and Supplemental Master Ballots
to the Voting Agent, while not unduly delaying the progress of
the Debtors' Chapter 11 Cases consistent with the timetable for
the Confirmation Hearing.

The Debtors propose that the votes cast on and elections made
under the Second Amended DCL Plan by Holders of Senior Loan
Claims and Senior Guaranty Claims (Classes I C and SOC-Ill C),
Bridge Loan Claims and Bridge Loan Guaranty Claims (Classes I D
and 50D-l 110), and Holders of General Unsecured Claims against
the Filed Subsidiary Debtors that had at least one impaired
accepting Class (Classes 3E, 8E, 9E, l1E, 16E, 17E, 21E, 39E,
41E, 44E, 45E and 50E-IIIE) continue to be tabulated as votes on
the Third Amended DCL Plan.  The Debtors further ask the Court
that any Holders of Other Parent Claims that elected to have
their Claims treated as Convenience Claims as part of the prior
solicitation processes undertaken on the DCL Plan continue to
have that treatment election recognized.

The Court had previously established deadlines for receiving
Media Ownership Certifications from potential holders of more
than 5% of the common stock of Reorganized Tribune.  Based on the
Debtors' prior interactions with likely potential 5% holders, and
given that in the prior solicitation processes no other credible
potential 5% holders have surfaced, the Debtors propose that the
Court not require a new deadline for the submission of Media
Ownership Certifications.

The Debtors assure the Court that they will work with known
potential 5% holders to ensure their certifications are complete,
and that they will work with any new potential 5% holders that
become known to them and are credible to ensure that they
complete a Media Ownership Certification if reasonably necessary
to facilitate the Debtors' emergence from these Chapter 11 cases.

To the extent that any amendments to the Plan Supplement are
required in order to conform the terms of the Exhibits to the
terms of the DCL Plan, as amended, the Debtors will file those
amendments seven days prior to the Objection Deadline.

                     Confirmation Hearing

The Debtors ask the Court to fix the Confirmation Hearing for a
period of up to two consecutive calendar days commencing in the
first week of February 2012.

The Debtors propose that the deadline to file and serve any
written objections to confirmation of the Plan be filed two weeks
before the proposed Confirmation Hearing.

The Confirmation Hearing Notice provides recipients with updated
key information concerning the status of the DCL Plan and the
Confirmation Hearing, as well as information concerning the
casting of votes to accept or reject the DCL Plan for Holders of
Claims in the Revoting Classes, the deadline for and manner for
submitting objections to confirmation of the DCL Plan, other
information useful for stakeholders concerning the DCL
Plan and the Confirmation Hearing, and important deadlines
relating thereto.

The Debtors propose that the mailed Confirmation Hearing Notice
be supplemented by published notice of the Confirmation Hearing
being placed once each in the national editions of The Wall
Street Journal, The New York Times, the Los Angeles Times, and
the Chicago Tribune not less than 28 days before the Confirmation
Objection Deadline.

The Court will consider the Resolicitation Motion on December 13,
2011.  Objections are due no later than December 6.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Noteholders Seek Reconsideration of Plan Ruling
-----------------------------------------------------------
Aurelius Capital Management, L.P., and its group of noteholders
ask Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to reconsider his October 31, 2011 decision
denying confirmation of the Chapter 11 Plans for Tribune Company
and its debtor affiliates.

In a 126-page opinion, Judge Carey rejected the Chapter 11 Plans
as unconfirmable under Section 1129 of the Bankruptcy Code:

(i) The Second Amended Joint Plan of Reorganization proposed
     by the Debtors; the Official Committee of Unsecured
     Creditors; Oaktree Capital Management, L.P.; Angelo,
     Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., as
     amended; and

(ii) The Joint Plan of Reorganization proposed by Aurelius
     Capital Management, L.P. on behalf of its managed
     entities; Deutsche Bank Trust Company Americas, in its
     capacity as successor indenture trustee for certain series
     of senior notes; Law Debenture Trust Company of New York,
     in its capacity as successor indenture trustee for certain
     series of senior notes; and Wilmington Trust Company in
     its capacity as successor indenture trustee for the PHONES
     notes, as amended.

The Noteholders want the Court to reconsider or clarify these
issues:

(1) The Noteholder Plan Proponents seek reconsideration of the
   Court's apparent determination that the banks, agents and
   arrangers who financed and facilitated the failed 2007
   leveraged buy-out of Tribune and the holders of the LBO debt
   are entitled to share in recoveries by the litigation trust
   proposed by the Second Amended Joint Plan of Reorganization
   filed by Tribune Company, et al. that arise from the DCL
   Litigation Trust's pursuit of causes of action arising from
   the LBO.

(2) The Noteholders ask the Court to reconsider its determination
   approving proportionate judgment reduction in conjunction
   with the Bar Order contained in the DCL Plan.

(3) The Noteholders ask the Court to clarify that it has not made
   any determination as to how the PHONES Notes should be valued
   for purposes of determining Tribune's solvency at the time of
   the LBO.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, argues that permitting the LBO Lenders to benefit from
the prosecution of the Litigation Trust Causes of Action when
innocent non-LBO creditors will not be paid in full violates
principles of law and equity.  The Confirmation Decision does not
expressly address the Noteholders' objection of this aspect of
the DCL Plan, although it could be interpreted to imply that the
objection was overruled and that the LBO Lenders may benefit from
all of the Litigation Trust Causes of Action, he explains.  As
the Litigation Trust Causes of Action are pursued, in the event
that either or both steps of the LBO are determined to have been
a fraudulent transfer, the LBO Lenders who facilitated and
acquiesced in the transaction should not, as a matter of law, be
allowed to benefit, he insists.  Likewise, the LBO Lender's role
in the LBO should preclude them, as a matter of law, from
benefitting from the claims that Tribune's fiduciaries and
professionals breached their duties by allowing the LBO to
proceed, he asserts.

Mr. Golden further contends that the Court's approval of the
proportionate judgment reduction method in the Bar Order was
clear error and results in manifest injustice.  To the extent any
or all of the non-settling defendants have any rights of
contribution or non-contractual indemnification against the
Released Parties, the judgment reduction provision in the DCL
Plan would instead entitle those non-settling defendants to
reduce the amount of their liability in proportion to the
settling defendants' relative shares of fault, regardless of the
settlement amount actually paid by the settling defendants, he
points out.  The Noteholder Plan Proponents thus ask the Court to
amend its Decision to provide that the pro tanto judgment
reduction method apply to all pending and future claims against
the non-settling defendants, whereby all non-settling defendants
collectively share a judgment reduction in the amount of the
payment actually made by the settling defendants under the
proposed DCL Plan Settlement.

Mr. Golden relates that the Noteholders argued that the PHONES
Notes should be valued at their $1.256 billion face amount, less
the value of the Time Warner shares that could be netted against
the liability upon redemption.  Certain of the DCL Plan
Proponents ascribed a value of $663 million to the PHONES Notes.
He asserts that valuing the PHONES Notes using accounting value,
rather than face value, would increase Tribune's value in a
balance sheet solvency analysis by $593 million at Step One, and
$659 million at Step Two.  The Decision does not address the
merits of the PHONES valuation dispute because like many other
issues, the Court found that it was not necessary to do so in
order to reach its conclusion regarding the reasonableness of the
DCL Plan Settlement, he states.

Notwithstanding the Court's approval of the DCL Plan Settlement,
the PHONES valuation issue will be litigated in the adversary
proceeding captioned Official Committee of Unsecured Creditors of
Tribune Co., et al. v. FitzSimons, et al. and the state law
constructive fraudulent conveyance claims, Mr. Golden says.  It
is possible that defendants in these actions may argue that this
Court in fact ruled that the accounting value, rather than the
face value, of the PHONES Notes should be used in a balance sheet
solvency analysis of Tribune, and that the ruling should be
binding upon the plaintiffs to those actions, he says.  Against
this backdrop, the Noteholders ask the Court to clarify that it
has not ruled on the appropriate method for valuing the PHONES
Notes when assessing Tribune's balance sheet solvency.

In other PHONES Notes-related concerns, Aurelius, Law Debenture
and Deutsche Bank separately ask the Court for reconsideration of
the Confirmation Decision as it pertains to recoveries to holders
of Senior Notes and PHONES Notes.

Aurelius' local counsel, William P. Bowden, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, asserts that the Court's
analysis with respect to application of the PHONES Indenture
subordination provisions to litigation trust interest recoveries
merits reconsideration.  In the Decision, the Court stated that
"[t]he Noteholders and WTC. . . argue that the PHONES Notes are
entitled to receive distributions from the Litigation Trust and
the Creditors' Trust without giving effect to the subordination
provision [contained in the PHONES Indenture], because causes of
action being pursued in those trusts belong to creditors, not the
Debtors."

Mr. Bowden clarifies that the only party asserting that the
PHONES Notes are not subordinated to the Senior Notes with
respect of proceeds of causes of action pursued by the Creditors
Trust or Litigation Trust under the DCL Plan was WTC, solely in
its capacity as the successor indenture trustee for the PHONES
Notes.  He insists that the Noteholders have always asserted that
the PHONES Notes are subordinated to the Senior Notes with
respect to all distributions to be made on account of the PHONES
Notes, regardless of the source.

Mr. Bowden however recognizes that the error stems from WTC's
failure to provide the Court with a complete analysis of the
PHONES Notes' subordination provision.  Specifically, WTC
represented in its pleadings to the Court that the PHONES Notes
are subordinated to Senior Indebtedness only in respect of
"distributions of the assets of the Company," he points out.
The language in the PHONES Indenture however is clear and
unambiguous in providing that the holders of Senior Indebtedness
are entitled to receive payment in full on their claims before
any payment on account of principal or interest is made on the
PHONES Notes, he maintains.

Law Debenture and Deutsche Bank jointly ask the Court to (i)
vacate that portion of the Confirmation Decision providing that
"cause of action that the Debtors' estates may assert under
Chapter 5 of the Bankruptcy Code are not subject to the PHONES'
subordination provision; and (ii) amend the Confirmation Decision
to modify and supplement its conclusions of law to hold that the
PHONES are subordinate in right of payment to the Senior Notes in
recoveries and payments from all preserved causes of action,
including avoidance claims.

Deutsche Bank joins in Aurelius' Reconsideration Motion.  In
separate filings, Davidson Kempner Capital Management LLC and
Brigade Capital Management LLC join in the joint motion of Law
Debenture and Deutsche Bank.

The Court will consider the Noteholders' Reconsideration Motions
on December 13, 2011.  Objections are due no later than
December 6.

                       Noteholders Take Appeal

The Noteholders took an appeal to the U.S. District Court for the
District of Delaware from Judge Carey's October 31, 2011 opinion
on confirmation and order denying confirmation of the Competing
Plans.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TUBE CITY: S&P Raises Corp. Credit Rating to BB-; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating (CCR) on Glassport, Pa.-based Tube City IMS Corp. (Tube
City) to 'BB-' from 'B+'. The rating outlook is stable. "At the
same time, we raised our issue-level rating on Tube City senior
secured notes to 'BB' (one notch above the CCR) from 'B+' and
revising the recovery rating to '2' from '3', indicating our
expectation of a substantial (70% to 90%) recovery for noteholders
in the event of a payment default. We also raised our issue-level
rating on Tube City's subordinated debt to 'B' (two notches below
the CCR) from 'B-'. The recovery rating remains '6', indicating
our expectation of an average (0% to 10%) recovery for noteholders
in the event of a payment default," S&P said.

"We have removed all ratings from CreditWatch, where they were
placed with positive implications on Sept. 9, 2011," S&P said.

"The ratings upgrade reflects Tube City's good operating
performance thus far in 2011, and our expectation that this
improvement could be sustained in 2012 due to better steel
industry operating fundamentals and higher capacity utilization
rates," said Standard & Poor's credit analyst Maurice Austin. "The
company's IPO in April 2011 also provided approximately $130
million in net proceeds, of which Tube City used $44 million to
fully repay its 2008 promissory note. It's holding the remaining
proceeds as cash on its balance sheet for general corporate
purposes, including enhancing liquidity. Therefore, we expect Tube
City's adjusted debt to EBITDA to be about 3x and funds from
operations to adjusted debt higher than 20% in 2011 and 2012."

"The CCR on Tube City reflects our assessment of the company's
financial risk profile as 'significant' according to our criteria.
Our rating on Tube City incorporates our expectation that the
current operating environment in the steel industry is likely to
prevail in the next two years, with capacity utilization rates
above 70% and incremental growth in production volumes. Although
most U.S. steel end markets continue to recover from a low base in
2009, we don't expect the industry to return to its 2008 peak
until 2015 at the earliest, given our expectation of a modest real
U.S. GDP growth rate of 1.5% in 2012. We expect modest growth in
Tube City's revenue after raw material costs in 2012 and low-
single-digit percentage growth in 2013. We expect the company's
EBITDA to grow incrementally, in tandem with revenue growth, and
to generate sufficient funds for the majority of its capital
expenditures. We don't expect Tube City's debt leverage to
increase in the next few years, because we expect the company to
refrain from paying dividends or aggressively pursue a large debt-
financed acquisition. Under this scenario, we estimate EBTIDA to
be sustained at more than $130 million in 2012 and slightly higher
in 2013, leading to adjusted debt-to-EBTIDA sustained at about
3x and FFO to total debt above 20% in the next few years," S&P
said.

"Our rating also incorporates our assessment of Tube City's
business risk profile as 'weak' according to our criteria, given
its dependence on steel mill production volumes, operations in a
competitive and capital-intensive industry, and some customer
concentration risk. The ratings also reflect the company's long-
term contracts with customers, a favorable niche business
position, and good margins compared with services centers and
steel processors," S&P said.

"The stable rating outlook reflects our expectation that Tube City
will sustain its financial profile and liquidity position at a
level we consider commensurate with the 'BB-'rating, given our
expectation of a slow economic recovery and steady improvement in
steel industry. The rating and outlook incorporate our expectation
that steel capacity utilization rates will stay above 70% in 2012
and 2013. As a result, we expect the company to maintain positive
revenue and cash flow growth, and maintain adequate revolver
availability. Specifically, we expect in 2012 and 2013 EBITDA to
be above $130 million, resulting in adjusted debt to EBITDA of
around 3x and adjusted FFO to debt above 20%," S&P said.

"A negative rating action could occur if steel industry conditions
deteriorate significantly due to weaker-than-anticipated economy
recovery, leading to a sharp decline in steel production volumes.
This would likely result in Tube City's financial profile
deteriorating from current and expected levels, with adjusted debt
to EBITDA weakening above 4x and FFO to debt below 20%.
Specifically, if steel utilization rate is significantly lower
than our expectation of 70% to 75%," S&P said.

"A positive rating action seems less likely in the coming
quarters, given Tube City's weak business profile arising from a
lack of scope and scale," Mr. Austin continued. "However, we could
consider an upgrade if Tube City strengthens its business risk
profile through boosting its size and geographic diversity and
reducing its cash flow sensitivity to steel production volumes."


TW TELECOM: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of tw telecom, Inc. to Ba3 from B1, reflecting TWTC's strong
operating performance over the past two years, consistent strong
margins and Moody's expectation that the company will continue to
generate free cash flow after accounting for high capital
expenditures relative to its peers. Despite the continued sluggish
economic recovery, TWTC has grown revenues the last 28 consecutive
quarters and has improved churn and launched new cloud and data
centered offerings to enterprise customers. In addition, while
TWTC has only modest free cash flows relative to debt and adjusted
Debt/EBITDA leverage above 3.0x, the Company exhibits conservative
cash management policies and approaches M&A prudently. Moody's
also notes that given the company's fiber-rich plant and
significant customer reach with its built out facilities, TWTC's
business model exhibits a bigger component of an incumbent
telecommunications provider than other competitive local exchange
carriers. As part of the rating action, Moody's also upgraded the
debt ratings for TWTC and its subsidiary, tw telecom holdings,
inc. ("TWTH"). The rating outlook is changed to stable from
positive.

Moody's has taken these rating actions:

At tw telecom, inc.:

Corporate family rating -- Upgraded to Ba3, from B1

Probability of Default Rating -- Upgraded to Ba3, from B1

Speculative grade liquidity rating -- SGL-1

Convertible senior notes due 2026 -- Upgraded to B2 LGD6-90%, from
B3 LGD5-89%

At tw telecom holdings inc.:

Senior 9.25% Notes due 2014 -- Upgraded to B1 LGD4-62%, from B2
LGD4-63%

Moody's has affirmed the following ratings:

At tw telecom holdings inc.:

Sr. Secured Revolver due 2014 -- Affirmed at Ba1 (LGD2 -- 18%)

Sr. Secured Term Loan B1 due 2013 and Term Loan B2 due 2016 --
Affirmed at Ba1 (LGD2 -- 18%)

The rating outlook is stable.

RATINGS RATIONALE

TWTC's Ba3 corporate family rating incorporates the balance
between elevated levels of capital spending, its high leverage,
and the Company's challenging position as a competitive
communications provider with the Company's successful track record
of revenue growth and management's conservative financial
policies. Moody's expects TWTC to operate at leverage in the 3.0x
range over the next year, with moderate free cash flow generation,
as the business remains highly capital intensive. However, the
Company's strong operating performance, driven by consistent
revenue growth in the enterprise segment, and strong margins due
to TWTC's significant fiber infrastructure, are positive for the
ratings. The Company's results reinforce its differentiated
business model that relies on a fiber-rich network with direct
connections to major customers, eliminating the need to rely on
incumbent carriers for a critical portion of its last mile
connections. Moody's expects revenue commensurate with EBITDA
growth should allow them to delever below 3.0x in 2013.

TWTC continues to have success targeting its medium to large
enterprise customers rather than small-medium size business
customers, and the Company's stake is built on near-nationwide
operating scale in 75 markets in the U.S. Moody's expects TWTC
will be among the consolidators in the industry, given the
acquisitive history of the Company. However, the Ba3 rating
incorporates Moody's expectations that future acquisitions will
not materially alter the Company's financial leverage profile, as
Moody's expects TWTC to continue to prudently manage its balance
sheet and free cash flows.

The SGL-1 rating indicates TWTC's "very good" liquidity over the
next 12-to-15 months. The Company's liquidity is comprised of cash
and marketable securities of $469 million (as of 9/30/2011), and
the availability under the $80 million revolving credit facility,
which was undrawn as of 9/30/2011. The revolving credit facility
matures in 2014.

Moody's expects TWTC to generate about $40 mm in free cash flow in
2012, slightly lower than 2011, mainly due to higher capex, offset
by growth in EBITDA. TWTC's term loan amortizes at $6 million per
year, and is fully due in 2016.

The Company's ability to draw under the revolver is subject to
compliance with certain conditions and financial covenants, which
include: a) Consolidated net total leverage ratio, b) Consolidated
1st lien debt ratio, and, c) Consolidated interest coverage ratio.
The financial covenants in the credit facility apply when the
Company utilizes its revolving credit facility. Based on Moody's
expectations of the Company's expected performance, Moody's
estimates TWTC will have ample headroom under all the covenants.
The Company's credit facilities also include a $150 million
restricted payments basket, applicable to share repurchases. The
Company does not pay dividends. On November 21, 2011, tw telecom
announced a new $300 million multiyear buyback program, to replace
the previous $50 million authorization. Moody's expects the
company to complete the program using internally generated cash
flows.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectations that
despite the challenging economic environment, TWTC's EBITDA will
continue to grow. Moody's also expect that the Company will
continue to effectively manage cash spending.

WHAT COULD CHANGE THE RATING UP

Given the recent upward rating action, further upward momentum is
unlikely at this time. However, further upward rating pressure
could develop if earnings growth leads to stronger free cash flow
generation such that TWTC's free cash flow exceeds 10% of its
total adjusted debt, and the Company's leverage (Moody's adjusted
Total Debt-to-EBITDA) can be maintained below 2.5x.

WHAT COULD CHANGE THE RATING DOWN

The rating and/or outlook is likely to come under pressure if
TWTC's operating performance deteriorates due to increasing
competition, changes in the regulatory environment or persisting
weakness in the economic environment beyond Moody's current
expectations, such that free cash flow turns negative or leverage
cannot be maintained below 3.5x. Additionally, if continuous stock
buybacks deplete cash balances, ratings could be pressured.

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


ULURU INC: Posts $1.0 Million Net Loss in Third Quarter
-------------------------------------------------------
ULURU Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.0 million on $73,652 of revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.2 million on $6,617 of revenues for the same period last
year.

The Company reported a net loss of $3.2 million on $229,009 of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $4.7 million on $528,481 of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $7.5 million
in total assets, $2.7 million in total liabilities, and
stockholders' equity of $4.8 million.

As reported in the TCR on April 25, 2011, Lane Gorman Trubitt,
PLLC, in Dallas, Tex., expressed substantial doubt about ULURU'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, negative cash flows
from operating activities and is dependent upon raising additional
funds from strategic transactions, sales of equity, or issuance of
debt.

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

                       http://is.gd/6zN4mB

Addison, Tex.-based ULURU Inc. (NYSE AMEX: ULU)
-- http://www.uluruinc.com/-- is a specialty pharmaceutical
company focused on the development of a portfolio of wound
management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex(R) Aggregate technology and
OraDisc(TM) transmucosal delivery system.


UNILAVA CORPORATION: Incurs $226,875 Net Loss in Third Quarter
--------------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $226,875 on $871,594 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $440,488 on
$1.26 million of revenue for the same period during the prior
year.

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.

The Company also reported a net loss of $1.07 million on $2.69
million of revenue for the nine months ended Sept. 30 2011,
compared with a net loss of $941,197 on $4.12 million of revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.12
million in total assets, $6.05 million in total liabilities and a
$1.93 million total stockholders' deficit.

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.

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

                        http://is.gd/N2G0Y5

                      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.


UNLIMITED SUPPLY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Unlimited Supply, Inc.
        115 Nova Dr.
        Broussard, LA 70518

Bankruptcy Case No.: 11-51656

Chapter 11 Petition Date: November 21, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Robert Summerhays

Debtor's Counsel: William C. Vidrine, Esq.
                  VIDRINE & VIDRINE
                  711 West Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  E-mail: williamv@vidrinelaw.com

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

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

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

The petition was signed by Toby Primeaux, president.


UPSTREAM WORLDWIDE: Incurs $2.1 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Upstream Worldwide, 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 $248,208 of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$14.11 million on $4.11 million of revenue for the same period a
year ago.

The Company ended 2010 with a net loss of $16.8 million on $32.5
million of revenue and 2009 with a net loss of $4.1 million on
$29.0 million of revenue.

The Company also reported a net loss of $4.79 million on $5.75
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $16.91 million on $29.14 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $458,710 in
total assets, $3.05 million in total liabilities, all current, and
a $2.59 million total stockholders' deficit.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Upstream Worldwide's ability to continue
as a going concern.  The independent auditors noted that the
Company has a net loss of $16,791,253 and net cash used in
operations of $3,161,683 for the year ended Dec. 31, 2010; and has
a working capital deficit of $2,070,274, and a stockholders'
deficit of $1,396,109 at Dec. 31, 2010.

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

                        http://is.gd/kCfcxE

                     About Upstream Worldwide

Ft. Lauderdale, Fla.-based Upstream Worldwide, Inc., formerly,
Money4Gold Holdings, Inc. --  http://www.money4gold.com/-- is an
emerging leader in direct-from-consumer, reverse logistics,
currently specializing in the procurement and aggregation of
cellular phones and precious metals to be recycled.  From the
inception of the Company's current business in 2008 through 2010,
substantially all of the Company's revenue came from the precious
metals business.  In mid-2010, the Company began to diversify its
business by introducing a service, similar to its precious metals
business, for cellular phones as it saw the gold and silver
business begin to sharply retract.


VAUGHN GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Vaughn Group, LLC
        3160 Castro Valley Boulevard
        Castro Valley, CA 94546

Bankruptcy Case No.: 11-72230

Chapter 11 Petition Date: November 22, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Michael H. Luu, Esq.
                  LAW OFFICES OF MICHAEL H. LUU
                  2290 Tully Road
                  San Jose, CA 95122
                  Tel: (408) 425-6221
                  E-mail: mikeluu63@yahoo.com

Scheduled Assets: $2,402,993

Scheduled Debts: $4,201,314

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb11-72230.pdf

The petition was signed by Timothy Fiebig, managing member.


VIEW SYSTEMS: Incurs $16,965 Net Loss in Third Quarter
------------------------------------------------------
View Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $16,965 on $385,439 of net revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $35,463 on $243,095 of
net revenues for the same period during the prior year.

The Company also reported a net loss of $368,329 on $576,735 of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $294,065 on $722,042 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.48 million in total assets, $1.82 million in total liabilities,
and a $339,294 total stockholders' deficit.

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View 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 $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.

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

                        http://is.gd/wrGPpV

                        About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.


VITRO SAB: File Brief on Involuntary Appeal
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the holders of some of Vitro SAB's $1.2 billion in
defaulted bonds filed their brief this week on an appeal in Dallas
where the result will either increase or decrease the creditors'
ability to frustrate the Mexican glassmaker's reorganization in a
court in Mexico.

According to the report, bondholders are appealing opinions by the
bankruptcy judge in April denying involuntary bankruptcy petitions
against about a dozen Vitro subsidiaries.  The bondholders
contended unsuccessfully that the operating subsidiaries were
bankrupt because they hadn't honored their guarantees on the
defaulted bonds.

The report relates that on appeal, bondholders contend the
bankruptcy judge erred in ruling that the subsidiaries were
generally paying their debts because the bonds were the only debts
in default.  On appeal, bondholders also contest the bankruptcy
judge's ruling that liability on the bonds was only contingent and
thus not eligible to be the basis for involuntary petitions.

A ruling on the appeals won't come before late January, at the
earliest.  Vitro will submit its brief on Jan. 3. Bondholders can
file a reply brief on Jan. 18.  Bondholders are requesting oral
argument.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court in
Monterrey.  The approval vote was evidently obtained using claims
of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49 percent to 54 percent of creditors'
claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P. serves
as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


VITRO SAB: Lawmakers Ask Clinton to Stop "Chilling Effect"
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that three Republican
Representatives are reaching out to Secretary of State Hillary
Rodham Clinton over Mexican glassmaker Vitro S.A.B.'s
restructuring, which they fear will have a "chilling effect" on
cross-border investment.

Meanwhle, according to Dow Jones, Vitro shareholders approved a
controversial debt-restructuring, moving another step toward
completing a prepackaged plan that is opposed by a number of U.S.
bondholders.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P. serves
as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


VUZIX CORP: Incurs $920,553 Net Loss in Third Quarter
-----------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $920,553 on $2.84 million of total sales for the three months
ended Sept. 30, 2011, compared with a net loss of $1.18 million on
$2.72 million of total sales for the same period a year ago.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

The Company also reported a net loss of $2.26 million on
$9.24 million of total sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.08 million on $6.70 million
of total sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.90 million in total assets, $12.35 million in total
liabilities, and a $5.45 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.

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

                        http://is.gd/JSOlO3

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.


VYCOR MEDICAL: Incurs $1.1 Million Third Quarter Net Loss
---------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.14 million on $231,278 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $356,993 on $71,205 of
revenue for the same period a year ago.

The Company also reported a net loss of $3.92 million on $518,731
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.12 million on $210,308 of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $4.40
million in total assets, $2.66 million in total liabilities and
$1.74 million in stockholders' equity.

As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.

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

                        http://is.gd/F3QQoJ

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.


WASHINGTON MUTUAL: Wins Court Okay to Terminate Certain Policies
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Washington Mutual's motion, pursuant to Sections 105(a) and 363 of
the Bankruptcy Code, (I) authorizing Washington Mutual to
surrender and terminate certain insurance policies and (II)
authorizing Pacific Life to distribute the policy proceeds.

"The Company's decision to exercise its ownership rights,
prospective or otherwise, under the Policies at this time is an
exercise of sound business judgment, is undertaken in good faith,
and is in the best interests of WMI's estates and creditors.
Surrendering the Policies will lead to monetization of
approximately $3 million, ensuring that such funds are readily
available to distribution to WMI's creditors upon confirmation of
a chapter 11 plan," according to the motion obtained by BData.

                       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.


WASTEQUIP INC: S&P Raises Corporate Credit Rating to 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Wastequip Inc. to 'CC' from 'SD'. "At the same
time, we lowered our issue-level rating on the company's senior
secured debt to 'CC' from 'CCC-', and removed the rating from
CreditWatch where we had placed it with negative implications on
Oct. 18, 2011. The recovery rating remains at '3'," S&P related.

"The rating actions follow Wastequip's amendment of its unrated
mezzanine loan that cured an event of default under the facility,"
said Standard & Poor's credit analyst Gregoire Buet. He added, "We
understand that the company is in compliance with its various debt
agreements and that it has access to a cash balance of more than
$50 million."

"The rating on Charlotte, N.C.-based Wastequip Inc. reflects the
company's highly leveraged financial profile, weak liquidity, and
what we consider to be the high refinancing risks involved, since
Wastequip's revolving credit facility matures in less than three
months. Although the company's current and prospective cash
balance could allow it to repay the largely drawn facility in
full at maturity in February 2012, interest on its holding company
notes also becomes payable in cash at that time. Standard & Poor's
is concerned that Wastequip's available liquidity to make payments
under its various debt obligations could then become insufficient.
Because financial leverage remains elevated (with total debt to
EBITDA exceeding 15x at the end of September 2011), we consider
refinancing risks with respect to the revolver to be very high and
are concerned that the current capital structure may not be
sustainable over the longer term, unless operating performance
improves significantly," S&P said.

"The outlook is negative. We could lower the ratings if the
company engages in a debt restructuring that constitutes a default
under our criteria, or if it fails to meet its debt obligations.
On the other hand, we could revise the outlook to stable or raise
the ratings if Wastequip appears likely to make significant
improvement in its financial performance, for instance, if
leverage trends back toward less than 10x, the company maintains
adequate headroom under its covenants, and it appears to be on
track to resolve its liquidity challenges," S&P said.


WAXESS HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter
--------------------------------------------------------------
Airtouch Communications, Inc., fka Waxess Holdings, filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q, reporting a net loss of $1.85 million on $0 of net
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $779,316 on $138,910 of net revenue for the same
period during the prior year.

The Company also reported a net loss of $6.19 million on $477,217
of net revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.74 million on $142,844 of net revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $9.41
million in total assets, $159,814 in total liabilities and $9.25
million in total stockholders' equity.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.

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

                        http://is.gd/izpcqy

                       About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.


WEST PENN: Moody's Lowers Bond Rating to 'Caa1'
-----------------------------------------------
Moody's Investors Service has downgraded the bond rating for West
Penn Allegheny Health System (WPAHS) (PA) to Caa1 from B2,
affecting $737 million of Series 2007 fixed rate bonds issued
through the Allegheny County Hospital Development Authority. The
outlook remains negative.

RATINGS RATIONALE

The Caa1 rating and downgrade reflect the severity of the
financial status of the system and Moody's belief that, without
the financial support of Highmark (Baa2/stable), the system would
have been forced to restructure earlier in the year, which without
such support, may have resulted in a bond payment default as
Moody's has seen in other similar circumstances. While a new
affiliation agreement with Highmark has provided significant cash
to WPAHS to remain viable, the affiliation may not close until
2013 and, therefore, Moody's is only partly incorporating the
benefit of the Highmark affiliation at this time. Without the
affiliation agreement and financial support of Highmark, and in
the event the agreement is terminated, the rating would be lower.

WPAHS reported a very large $75 million operating loss in fiscal
year 2011 (excluding approximately $23 million in a non-recurring
positive item included in operating revenue), driven by a
significant 15% decline in discharges. Unrestricted cash at fiscal
yearend 2011 was only $5 million below the prior fiscal yearend
2010 because of $85 million in several cash infusions; without
these payments, cash would have declined by 37%. Continuing a
history of management turnover, a new interim management team was
recently engaged at WPAHS, but has not yet had time to fully
develop revised financial projections. The system's overall
strategy in the affiliation with Highmark has changed from one of
downsizing to targeted expansion, which creates a high degree of
uncertainty and execution and financial risks, although the
magnitude of financial risk is difficult to assess at this time
without revised financial projections.

CHALLENGES

*Uncertainty related to the viability of a new strategy to expand
rather than downsize, given the very recent arrival of a new
interim management team and absence of revised financial
projections; risks relate to reversing the strategy to regain
volumes and investing in recruiting physicians while reducing
financial losses

*Very large operating loss in fiscal year 2011 of $75 million
(excluding a large non-recurring positive item) and quarterly run
rate of over $20 million in operating losses in the latter
quarters; revenue declined 3.5% in 2011

*Significant decline in acute discharges of 15% in fiscal year
2011, largely due to the closure and downsizing of services at
West Penn Hospital and inability to retain volumes within the
system

*Weak unrestricted cash position of 55 days of cash on hand as of
fiscal yearend June 30, 2011 (excluding trustee-held project
funds), which represented a $5 million decline from fiscal yearend
2010; cash would have declined by $90 million (37%) without $85
million in one-time cash payments (including $50 million from a
Highmark unrestricted payment); without further support from
Highmark, Moody's expects cash to continue to decline at a fairly
rapid rate until operating losses are stemmed

*As of fiscal yearend 2011, underfunded status of pension plan was
large at almost $200 million, even though decreasing from $300
million at fiscal yearend 2010; the system made large required
pension payments in fiscal year 2011

*Heavy competition from UPMC Health System (Aa3/positive), which
is the largest health system in the region and owns a large
managed care plan, enabling UPMC to influence health plan
membership and volumes

*High leverage relative to operating performance with 51% debt-to-
operating revenues and peak debt service coverage under one time
in fiscal year 2011 by Moody's calculation

*Challenging demographic service area with declining population
trends in the primary service area and an aging patient base

STRENGTHS

*Affiliation agreement with Highmark, executed October 31, 2011,
which provides significant financial and management support to the
system; as of the execution date, the system received $150 million
in unrestricted payments or loans from the insurer

*Favorable debt structure with all fixed rate debt and no interest
rate derivatives

*System's prominence as the second largest healthcare system in
Pittsburgh with almost 60,000 acute discharges

Outlook

Maintenance of the negative outlook reflects the substantial
execution and financial risks as the system reverses strategy, and
a weak operating performance and cash position that leave little
flexibility to absorb any unexpected challenges, such as continued
volume declines.

WHAT COULD MAKE THE RATING GO UP

With a negative outlook, a rating upgrade in the near-term is not
likely. Long-term, an upgrade would be considered with significant
and sustained improvement in operating cash flow for several
years, at least stability in volumes, significant growth in
unrestricted cash, stability or growth in medical staff and
closing of the Highmark affiliation.

WHAT COULD MAKE THE RATING GO DOWN

Decline in unrestricted cash (excluding project funds), continued
large operating losses and volume declines; failure to close the
Highmark affiliation


WESTWAYS STAFFING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Westways Staffing Services, Inc.
        500 City Parkway West, Suite 130
        Orange, CA 92868

Bankruptcy Case No.: 11-26052

Chapter 11 Petition Date: November 21, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Robert L. Kinkle, Esq.
                  LAW OFFICES OF ROERT L. KINKLE
                  3780 Kilroy Airport Way, Suite 200-201
                  Long Beach, CA 90853
                  Tel: (562) 257-3541
                  Fax: (562) 318-3676
                  E-mail: rlkinkle@yahoo.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 is
available for free at:
http://bankrupt.com/misc/cacb11-26052.pdf

The petition was signed by Harold Sterling, president.


WINGATE AIRPORT: To Present Plan for Confirmation on Tuesday
------------------------------------------------------------
On Oct. 17, 2011, Wingate Airport South, LLC, filed a disclosure
statement explaining its Chapter 11 Plan of Reorganization.

An agreement has been negotiated with Lenders Mortgage of Las
Vegas to loan Debtor sufficient funds to bring its Plan of
Reorganization to fruition.  Concurrent with the filing of this
Disclosure Statement, as reported in the TCR on Nov. 21, 2011,
Debtor has asked the U.S. Bankruptcy Court for the District of
Nevada to authorize it to obtain postpetition bridge financing
from Lenders Mortgage in an amount which would allow Debtor's Plan
to be paid in full.

Wingate reasonably believes that it will be able to make all
payments required to be made pursuant to the Plan.

The Plan designates three (3) Classes of Claims and one (1) Class
of Interests.

Class 1 consists of the secured claim of Multibank 2009-1 CRE
Venture, LLC.  Class 1 will be paid the sum of $1,100,000 for a
full release of all claims it has against Debtor.  Payment will be
made upon confirmation of the Plan.

Class 2 consists of the secured claims of Crowne Tradewinds, LLC,
All Trades Concrete Construction, Inc., Exclusive Landscape
Maintenance, Hanson Structural Precast, Inc., and United
Subcontractors, Inc.  Holders of Allowed Claims in Class 2 will be
paid their Pro Rata share of the sum of $500,000 per dollar
claimed as of the date of Debtor's Chapter 11 Petition filing.
This sum will be paid upon the Effective Date.

Class 3 consists of the claim of Park Place Properties, LLC, to
the extent allowed under Section 502 of the Bankruptcy Code
(except Administrative Claims and Priority Tax Claims).  Holders
of Class 3 claims will be paid $0.00.

Class 4 consists of all equity interests of the Debtor.  Allowed
Equity Interest Holders in Class 4 will retain their interest in
the Debtor and the Reorganized Debtor.

The hearing on confirmation of the Plan has been set for Nov. 29,
2011, at 9:30 a.m.

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

        http://bankrupt.com/misc/wingateairport.dkt93.pdf

                 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).


WIZZARD SOFTWARE: Posts $473,100 Net Loss in Third Quarter
----------------------------------------------------------
Wizzard Software Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $473,182 on $1.7 million of revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $770,724 on $1.5 million of revenues for the same
period last year.

The Company reported a net loss of $1.5 million on $4.7 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss $3.3 million on $4.1 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$22.9 million in total assets, $727,185 in total liabilities, all
current, and stockholders' equity of $22.2 million.
equity of  million.

As reported in the TCR on April 6, 2011, Gregory & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Wizzard Software's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has not yet established profitable
operations and has incurred significant losses since its
inception.

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

                       http://is.gd/eRZsd6

Pittsburgh, Pa.-based Wizzard Software Corporation's business
includes Media, Software and Healthcare.   Wizzard's core focus is
on its Media business, which consists of providing podcasting
hosting, distribution, audience analysis, advertising, content
subscriptions and App sales for podcast producers worldwide.  The
legacy Software business focuses on selling and supporting speech
recognition and text-to-speech technology from IBM and AT&T.  The
legacy Healthcare business focuses on providing home health
services and nurse staffing in the Western part of the United
States.


WORLD SURVEILLANCE: Incurs $228,523 Net Loss in Third Quarter
-------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $228,523 on $104,051 of net sales for the three months
ended Sept. 30, 2011, compared with a net loss of $2.87 million on
$50,000 of net sales for the same period during the prior year.

The Company also reported a net loss of $340,155 on $130,144 of
net sales for the nine months ended Sept. 30, 2011, compared with
a net loss of $7.78 million on $200,000 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.93
million in total assets, $16.87 million in total liabilities and a
$13.93 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.

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

                         http://is.gd/lyw64n

                        About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.


W.R. GRACE: Files Post-Confirmation Report for 3rd Quarter
----------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a post-confirmation
report for the quarter ended September 30, 2011.

                        W.R. Grace & Co.
           Post-Confirmation Quarterly Summary Report
                    As of September 30, 2011

Beginning Cash Balance                              $630,349,528

All receipts received by the debtor:

Cash Sales: 0
Collection of Accounts Receivable:                 1,681,778,143
Proceeds from Litigation
   (settlement or otherwise):                                  -
Sale of Debtor's Assets:                                       -
Capital Infusion pursuant to the Plan:                         -
                                                   -------------
Total of cash received:                            1,681,778,143
                                                   -------------
Total of cash available:                          $2,312,127,672
                                                   =============

Less all disbursements or payments
   (including payments made under the
   Confirmed Plan) made by the Debtor:

Disbursements made under the Plan,
    excluding the administrative claims
    of bankruptcy professionals:                              $0

Disbursements made pursuant to the
   administrative claims of
   bankruptcy professionals:                       1,657,291,850

All other disbursements made in the
   ordinary course:                                            -
                                                   -------------
Total Disbursements                                1,657,291,850
                                                   -------------
Ending Cash Balance                                 $654,835,822
                                                   =============

A full-text copy of the Post-Confirmation Report is available for
free at http://bankrupt.com/misc/WRG_PostCon_Report_Sept2011.pdf

On January 31, 2011, Judge Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware issued an order
confirming the Joint Plan of Reorganization proposed by the
Debtors, and co-proposed by the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.  Several parties appealed from the Jan. 31 Order.
Judge Ronald Buckwalter of the U.S. District Court for the
District of Delaware is set to rule on the appeals.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins Nod to Sell Vermiculate Assets for $10 Million
---------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware granted in its entirety W.R. Grace's request
for authority to sell certain assets of their mining and
rocessing vermiculite and selling vermiculite products business to
Vermiculite Acquisition Corp. for $10 million, free and clear of
all liens, claims, encumbrances, and other interests, other than
certain permitted exceptions.  The Court also approved the Sale
Documents, including the Asset Sale Agreement.

Grace Specialty Vermiculite -- the Vermiculite Business -- is a
division of W. R. Grace & Co.-Conn.  The Vermiculite Business
produces branded high-performance vermiculite ore and expanded
vermiculite and perlite products.  The Vermiculite Business
operates owned and leased mines in and around its headquarters in
Enoree, South Carolina, and operates a milling and processing
facility in Enoree, and five other processing facilities
strategically located across the U.S. and Canada.

Management projects that the Vermiculite Business will achieve
sales of approximately $22 million in fiscal year 2011.

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

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

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins Approval to Merge Into Grace-Conn. 46 Affiliates
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
but not required, W.R. Grace to merge 46 debtor affiliates into
W.R. Grace & Co.-Conn. pursuant to an agreement and plan of
merger.  The Chapter 11 cases of the Merging Subsidiaries will
remain open, and they will continue to be administered jointly.

Subject to certain conditions, each of (i) certain claims listed
as active and (ii) each of the conditionally expunged claims,
filed against each of the Merging Subsidiaries, is expunged or
transferred to Grace-Conn. or, as the case may be, the Debtor
indicated.  The rights of each Claimant pursuant to each of its
Expunged Claims will be preserved in the corresponding surviving
Claim against Grace-Conn. or other Debtor as is listed, provided
that the preservation of the Claimant's rights under each
Surviving Claim will not affect the rights of the Debtors to
object to that Surviving Claim to the extent that the Surviving
Claim has not already been Allowed by a separate order or pursuant
to the Confirmed Plan of Reorganization.

Each scheduled intercompany claim will be expunged.  Grace-Conn.
will assume the benefit or burden, as the case may be, of the
surviving Intercompany Claims.

No Expunged Claim or Expunged Intercompany Claim will be
considered expunged until the time as the Merger has been
completed for the relevant Merging Subsidiary against which the
Claim was originally filed or scheduled.  The Debtors will provide
written notice of the completion of each Merger to the Claims
Agent, at which time the Claims Agent will mark the Claims docket
to reflect for the relevant Merging Subsidiary (i) the expungement
of each Expunged Claim and Expunged Intercompany Claim against
that entity, (ii) the preservation of each Surviving Claim, and
(iii) the transfer of each Transferred Claim to Grace-Conn. or
other Debtor.

In the event that: (a) the Chapter 11 case of one or more Merging
Subsidiaries is converted to Chapter 7; (b) prior to the Effective
Date, the Plan is amended and is thereafter substantially
consummated in a form that does not contemplate distributions to
creditors on a consolidated basis; (c) the Plan is withdrawn, and
another plan, or separate plans for one or more Merging
Subsidiaries, of reorganization that does not contemplate
distributions to creditors on a consolidated basis is confirmed
and thereafter is substantially consummated; or (d) a combination
of those circumstances occurs, then each Expunged Claim and each
Expunged Intercompany Claim of each Merging Subsidiary whose
Chapter 11 or Chapter 7 case is not consolidated with Grace-
Conn.'s Chapter 11 case for purposes of distributions will be
reinstated, and the Debtors, holders of the Expunged Claims and
other parties-in-interest will have all the rights and obligations
with respect to all reinstated Expunged Claims and reinstated
Expunged Intercompany Claims as if this Order had not been entered
and the Mergers at issue had not taken place, provided that in no
event will any reinstatement be construed as imposing upon Grace-
Conn. the obligations and burdens of any Expunged Claims or
Expunged Intercompany Claims as to which Grace-Conn had no
liability prior to entry of this Order.

Judge Fitzgerald also ruled that the Debtors will maintain all
books and records of the Merging Subsidiaries relevant to the
Expunged Claims and Expunged Intercompany Claims until the
Effective Date of the Plan or the date on which any other Chapter
11 plan confirmed in these cases is substantially consummated.  To
the extent that a Merging Subsidiary's Merger has been completed,
Grace-Conn. will (i) perform on behalf of that Merging Subsidiary
any and all acts the Plan calls upon that Merging Subsidiary to
perform, and (ii) assume all obligations of that Merging
Subsidiary under the Plan.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WWA GROUP: Files Restated Form 10-K for 2010
--------------------------------------------
WWA Group, Inc.'s annual report Form 10-K for the fiscal year
ended Dec. 31, 2010, has been amended in its entirety in a Form
10-K/A, filed Nov. 14, 2011, to: (i) add specification and detail
regarding the WWA Group's dialogue with the U.S. Treasury
Department's Office of Foreign Assets Control; (ii) include the
Company's corporate website address; (iii) provide detail in the
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements and Labor Contracts section and the Climate Change
Legislation and Greenhouse Gas Regulation subsection; (iv) add a
risk factor pertaining to the Company's going concern and clarify
an additional risk factor; (v) add specification to WWA Group's
disclosure in the Management's Discussion and Analysis section;
(vi) revise the Company's Going Concern subsection; (vii) restate
the Company's financial statements and the notes thereto; (viii)
add detail to the Directors and Executive Officers information and
revise the Section 16(a) Beneficial Ownership Reporting Compliance
subsection; and (ix) attach an exhibit detailing the Company's
subsidiaries.

Pinaki & Associates, in Hayward, Calif., in its report dated
Nov. 9, 2011, expressed substantial doubt about WWA Group's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

The Company reported a net loss of $1.7 million on $84,770 of
total revenues for 2010, compared with a net loss of $1.9 million
on $102,653 of total revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.4 million
in total assets, $99,220 in total liabilities, and stockholders'
equity of $4.3 million.

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

                       http://is.gd/43dPhz

Austin, Tex.-based WWA Group, Inc. (OTC BB: WWAG)
-- http://www.wwagroup.com/-- is a U.S. registered diversified
industrial services company.  The Company was founded on heavy
equipment Auctions in Dubai, and expanded into Shipping, equipment
rentals, Construction, Earthmoving, and other complimentary
services.  The Dubai operations were sold off in October 2010.

The disposition did not affect WWA Group's interest in Asset
Forum, LLC., its ownership of proprietary on-line auction software
or its equity interest or debt position in Infrastructure
Developments Corp. in which it currently holds an unconsolidated
17.75% equity position.


WWA GROUP: Reports $23,407 Net Income in Third Quarter
------------------------------------------------------
WWA Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $23,407 on $0 revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $62,558
on $33,000 of revenues for the same period of 2010.

The transition to net income from net loss over the comparative
three month periods can be attributed to the decrease in the loss
from operations to $4,833 from $39,450 and interest income of
$48,345 accrued from amounts due to the Company by Infrastructure
offset by loss on the Company's equity investment in
Infrastructure of $20,106 in the current three month period.

The Company reported a net loss of $2.1 million on $0 revenues for
the nine months ended Sept. 30, 2011, compared with a net loss of
$1.4 million on $72,600 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed $2.3 million
in total assets, $82,614 in total liabilities, all current, and
stockholders' equity of $2.2 million.

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

                       http://is.gd/ClcNqA

The Company also filed restated quarterly reports for the three
months ended June 30, 2011, and March 31, 2011, respectively.

The Company reported a net loss of $393,702 on $0 revenues for the
three months ended June 30, 2011, compared with a net loss of
$68,964 on $38,800 of revenues for the same period of 2010.

The Company reported a net loss $2.1 million on $0 revenues for
the six months ended Sept. 30, 2011, compared with a net loss of
$1.3 million on $77,362 of revenues for the same period last year.

The Company's balance sheet at June 30, 2011, showed $2.3 million
in total assets, $78,877 in total liabilities, all current, and
stockholders' equity of $2.2 million.

A complete text of the Form 10-Q/A-2 is available for free at:

                       http://is.gd/o5QzlL

The Company reported a net loss of $1.7 million on $0 revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.3 million on $38,563 of revenues for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed $2.7 million
in total assets, $105,039 in total liabilities, all current, and
stockholders' equity of $2.6 million.

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

                       http://is.gd/REkNDi

Austin, Tex.-based WWA Group, Inc. (OTC BB: WWAG)
-- http://www.wwagroup.com/-- is a U.S. registered diversified
industrial services company.  The Company was founded on heavy
equipment Auctions in Dubai, and expanded into Shipping, equipment
rentals, Construction, Earthmoving, and other complimentary
services.  The Dubai operations were sold off in October 2010.

The disposition did not affect WWA Group's interest in Asset
Forum, LLC., its ownership of proprietary on-line auction software
or its equity interest or debt position in Infrastructure
Developments Corp. in which it currently holds an unconsolidated
17.75% equity position.

                          *     *     *

Pinaki & Associates, in Hayward, Calif., in its report dated
Nov. 9, 2011, expressed substantial doubt about WWA Group's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations.


WYNN RESORTS: Moody's Comments on Rating Upgrade
------------------------------------------------
Moody's Investors Service commented on the recent rating upgrades
of Wynn Resorts Limited, Las Vegas Sands Corporation, and MGM
Resorts International. Moody's also commented on Caesars
Entertainment Corporation's Caa2 Corporate Family Rating.

The principal methodologies used in rating Wynn Resorts, Las Vegas
Sands, MGM Resorts and Caesars Entertainment Corporation were the
Global Gaming rating methodology published in December 2009, and
the Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.


Z TRIM HOLDINGS: Incurs $54,000 Net Loss in Third Quarter
---------------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $54,662 on $220,025 of total revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $1.69 million on
$220,863 of total revenues for the same period a year ago.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company also reported a net loss of $5.74 million on $674,951
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $6.02 million on $602,252 of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $5.56
million in total assets, $14.67 million in total liabilities,
$2.36 million in total commitment & contingencies, and a $11.47
million total stockholders' deficit.

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

                        http://is.gd/7l9v4E

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


ZALE CORP: Incurs $31.8 Million Net Loss in Oct. 31 Quarter
-----------------------------------------------------------
Zale Corporation reported a net loss of $31.87 million on $350.98
million of revenue for the three months ended Oct. 31, 2011,
compared with a net loss of $97.88 million on $327.03 million of
revenue for the same period a year ago.

The Company's balance sheet at Oct. 31, 2011, showed $1.31 billion
in total assets, $1.14 billion in total liabilities and $173.51
million in stockholders' investment.

The Company reported a net loss of $112.30 million on $1.74
billion of revenue for the year ended July 31, 2011, compared with
a net loss of $93.67 million on $1.61 billion of revenue during
the prior year.

"Our performance this quarter demonstrates the progress we are
making towards returning the Company to profitability," commented
Theo Killion, chief executive officer.  "We've now achieved top
line growth in four consecutive quarters, and our efforts to
expand operating margins are gaining traction."

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

                        http://is.gd/cmWX8x

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZBB ENERGY: Posts $1.7 Million Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
ZBB Energy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.67 million on $1.64 million of revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.03 million on $0 revenue for the three months ended
Sept. 30, 3010.

The Company's balance sheet at Sept. 30, 2011, showed
$13.18 million in total assets, $9.04 million in total
liabilities, and stockholders' equity of $4.14 million.

As reported in the TCR on Sept. 28, 2011, Baker Tilly Virchow
Krause, LLP, in Milwaukee, Wisconsin, expressed substantial doubt
about ZBB Energy's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2011.  The independent auditors noted that the Company continues
to incur significant operating losses and has an accumulated
deficit of $55,343,683.

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

                       http://is.gd/pbA9DC

Menomonee Falls, Wisconsin-based ZBB Energy Corporation and its
operating subsidiaries design, develop, and manufacture advanced
energy storage, and power electronic systems to solve a wide range
of electrical system challenges in global markets for utility,
governmental, commercial, industrial and residential customers.


ZOO ENTERTAINMENT: Incurs $4.1 Million Net Loss in Third Quarter
----------------------------------------------------------------
Zoo Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $4.09 million on $1.16 million of revenue for the
three months ended Sept. 30, 2011, compared with net income of
$107,000 on $17.25 million of revenue for the same period a year
ago.

The Company also reported a net loss of $19.74 million on
$8.59 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $837,000 on $43.71 million of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.

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

                        http://is.gd/FAvngp

                       About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.


* 8th Circuit States Rules for Voiding Judicial Liens
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a divorced couple were each able to exempt 80 acres,
thanks to a Nov. 16 opinion from the U.S. Court of Appeals for the
Eighth Circuit in St. Louis.  The opinion explains how to apply 11
U.S.C. Section 522(f)(1)(A) on voiding judicial liens that impair
exemptions.

Mr. Rochelle relates that a previously married couple owned 160
acres which they divided between themselves after divorce.  A bank
had a deficiency judgment against both after foreclosing other
property.  The bank recorded the deficiency judgment which became
a lien on the 160 acres.  The bank was foreclosing when the former
husband and wife both filed bankruptcy.

Under Arkansas law, each was entitled to exempt 80 acres from the
claims of creditors.  The Court of Appeals ruled that the
bankruptcy judge erred when he refused to allow the former couple
to use Section 522 to void the judicial lien resulting from the
judgment.

"To determine the voidability of a judicial lien," the 8th Circuit
said the "bankruptcy court should ask not whether the lien impairs
an exemption to which the debtor is in fact entitled, but whether
it impairs an exemption to which the debtor would have been
entitled under applicable law but for the lien itself."


* BOOK REVIEW: Corporate Debt Capacity
--------------------------------------
Author: Gordon Donaldson
Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961
book published by the President and Fellows of Harvard College).
List Price: 294 pages. $34.95 trade paper, ISBN 1-58798-034-7.

"The research project who results are reported in this volume was
primarily concerned with the risk element involved in the
utilization of debt as a source of permanent capital for
business," Bertrand Fox, Director of Research, succinctly writes
in the "Foreword".  The research project was funded by and
conducted by an organization connected with Harvard College, the
original publishers of this book in the early 1960s.

The research was not a body of data for analysis as research
typically is in business studies or sociological studies.  In the
end, Donaldson recommends perspectives and practices going beyond
the research.  This doesn't necessarily go against the findings of
the research, but rather shows the limitations of the thinking of
most businesspersons at the time or their blind spots regarding
the role of debt, especially with respect to potentials for
growth, longevity, and other interests of business management.

The businesses are not identified.  Given Donaldson's credibility
and reputation and the Harvard name behind the research project
however, the research data is taken as factual and reliable.  The
research was garnered from participating corporations and
financial institutions.

Though there are a few tables, the research is not limited to
financial information strictly as figures and other balance sheet
data.  Donaldson was interested as much in corporate leaders'
psychology and presumptions about debt more than current debt
situations and corporate policies regarding debt.  Financial
institutions were included as part of the study as well because
their views toward corporate debt and the way they worked with the
financial parts of corporations had an effect on corporate debt of
the time.

As Donaldson found from the research, both corporations and
financial institutions understood debt in conventional,
traditional, ways.  For the corporations, these ways could be
hampering operations and strategy.  The ways corporations were
being hampered were unseen however unless they started looking at
their books differently and became open to taking on debt
differently.  Donaldson's singular achievement was to see in the
research ways in which corporations were being hampered and in
thus propose a new way of regarding debt.  This was a
revolutionary step for the large majority of businesses.  And for
even the small number of businesses which were pursuing
unconventional debt practices, Donaldson's studies and new
perspective put these on solid ground giving better guidance.

Donaldson's readings of the research reflect corporate managers'
own statements (also part of the research) regarding their views
on their company's financial analysis and debt.  Managers are
quoted, "Our management is essentially conservative."; "The word
which describes our corporate image is 'dignified'."; "I supposed
in a way we're lazy."  The author treats these as "attitudes"--as
in a chapter "Management Attitudes to Non-Debt Sources"--realizing
that it is such "attitudes" more than what financial figures
disclose or debt itself which colors practices about the
fundamental business matter of debt.

Donaldson brings into the open managers false sense of debt.  This
false sense is bound in with conventional, inherited concepts and
images of a corporation having no relation to facts. Such
conventional views are perpetuated by an aversion to risk. The
less debt, the less risk, according to the prevailing precept.
But Donaldson points out that managers who observe this actually
often pursue greater risks in product development, entering new
markets, mergers, and other activities.

Corporate "attitudes" to debt since the book's 1961 publication
attest to the deep influence of Donaldson's groundbreaking
perspective.  Consumer debt, the growth of credit cards, and other
financial phenomena also evidence changed regard of debt found in
Donaldson's work.  The tipping of the balance to too much debt for
many corporations and beyond cannot be attributed to the book
however.  For in urging new concepts and uses of debt for the
better management of corporations, Donaldson also goes into
determination and control of risks entailed in new types of debt.

Gordon Donaldson retired in 1993 after close to 20 years at the
Harvard Business School.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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