TCR_Public/111229.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 29, 2011, Vol. 15, No. 361

                            Headlines

AHERN RENTALS: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AXLE: President & COO's Annual Salary Hiked to $810,000
AMERICAN SCIENTIFIC: Amends 9.5 Million Common Shares Offering
APPLIED MINERALS: Completes $10 Million Financing
AQUILEX HOLDINGS: Releases Projections Provided to Noteholders

AQUILEX HOLDINGS: Enters Into Agreement to Reduce Debt by $322MM
AURA SYSTEMS: Amends 13 Million Common Shares Offering
AVISTAR COMMUNICATIONS: Renews Line of Credit with JP Morgan
BEACON POWER: To Auction Business on Feb. 3
BERTHEL GROWTH: Seeks to Revoke Berthel SBIC's License

BORDERS GROUP: Court Rejects Denton & Bell Counties' Late Claims
CAREFREE WILLOWS: AG/ICC Says Debtor's Plan Cannot Be Confirmed
CB HOLDING: Sets Jan. 5 Plan Disclosures Hearing
CENTAM PARTNERS: Case Summary & 8 Largest Unsecured Creditors
CHARLESTON ASSOCIATES: Plan "Patently Unconfirmable", Says BofA

CHINA EDUCATION: Receives Delisting Notice From NYSE
CHOA VISION: Court Enters Order Dismissing Chapter 11 Case
CHRYSLER LLC: Terminated Dealerships' Suit Goes to Trial
CIRCLE STAR: Amends Employment Agreement with Jonathan Pina
CLARE OAKS: Lenders Require Sale of Campus by July 17

CLARE OAKS: U.S. Trustee Names 5-Member Creditors Committee
CLARE OAKS: Wins Short Extension of Schedules Filing Deadline
CLARE OAKS: Sec. 341 Creditors' Meeting Set for Jan. 13
CLEAN BURN: Perdue BioEnergy Wants Case Converted to Chapter 7
CLEARWIRE CORP: Mount Kellett Owns 5.1% of Class A Common Shares

CNS RESPONSE: Incurs $8.8 Million Net Loss in Fiscal 2011
COMSTOCK MINING: Board Grants 4MM Restricted Shares to Employees
CRYSTALLEX INT'L: Obtains Order for CCAA Protection
CYCLONE POWER: Inks Pact to Acquire Advent for 1.5-Mil. Shares
DELTA PETROLEUM: Meeting to Form Creditors Committee on Dec. 30

DGI SERVICES: Hit With Involuntary Chapter 7 Petition
ELM STREET: Case Summary & 20 Largest Unsecured Creditors
EMPIRE RESORTS: MRMI Signs Option Agreement with EPT Concord
EOS PREFERRED: Board Declares Fourth Quarter Dividend
EPICEPT CORP: Wins OK to Initiate Amiket Phase III Development

FILENE'S BASEMENT: Pegs Trinity Place's Book Value at $18.2MM
FNB UNITED: Amends 10.4 Million Common Shares Offering
FRANCISCAN COMMUNITIES: Has $4.5 Million Final Loan Approval
GELTECH SOLUTIONS: Issues $89,000 Promissory Notes to Executives
GENTA INC: Has 1.19 Billion Outstanding Common Shares

GRAYMARK HEALTHCARE: Fails to Comply with NASDAQ Bid Price Rule
GREENMAN TECHNOLOGIES: Extends Maturity of $2MM Credit to April 1
GRUBB & ELLIS: Robert McLaughlin Resigns from Board of Directors
HERCULES OFFSHORE: Court OKs Distribution of 14.1MM Common Shares
IDO SECURITY: Effects a 1-for-3,000 Reverse Stock Split

JENNE HILL: Case Summary & 4 Largest Unsecured Creditors
LEHMAN BROTHERS: Barclays, BofA Sued Over Breach of Archstone Pact
LEHMAN BROTHERS: Has Settlement With Boise, OMX Timber
LIQUIDMETAL TECHNOLOGIES: Unit Sells Add'l Interests for $3-Mil.
LOS ANGELES DODGERS: Judge Gives Rationale for TV Rights Sale

LPATH INC: Amends Form S-1 Registration Statement
MAGNA ENTERTAINMENT: 9th Cir. Dismisses Appeal v. Santa Ana Track
MERCHANTS MORTGAGE: Case Summary & 18 Largest Unsecured Creditors
METAL STORM: Proposes to Issue 18.5 Million Ordinary Shares
METAL STORM: Completes Non-Renounceable Pro Rata Rights Issue

METAL STORM: Andrew Doyle Increases Investment to $200,000
METAL STORM: Shareholders OK Issue of Securities to ASOF
NCOAT INC: Creditors Committee Objects to Disclosure Statement
NET TAK.COM: Incurs $26.2 Million Net Loss in Fiscal 2011
OILSANDS QUEST: Extends CCAA Stay Until Feb. 17; Board Reduced

PLATINUM STUDIOS: Amends 98 Million Common Shares Offering
PLATINUM STUDIOS: Registers 40-Mil. Shares Under Incentive Plan
POWER BALANCE: Bankruptcy Causes Competitors to Speak Up
QUIZNOS CORP: To Seek Ch. 11 Absent 100% Acceptance of Exchange
RAMSES REALTY: Distribution-Center Project Files in Phoenix

ROCK & REPUBLIC: Court Rejects Simms Sigal Claim Settlement
ROSEWOOD AT PROVIDENCE: Plan Confirmed After BB&T Vote Nixed
SAND TECHNOLOGY: Reports C$6.7-Mil. Net Income in Q1 Fiscal 2012
SB PARTNERS: Cancels Proposed 1-for-20 Reverse Split
SENESCO TECHNOLOGIES: NYSE Amex Accepts Plan of Compliance

SNOKIST GROWERS: Files Schedules of Assets and Liabilities
SNOKIST GROWERS: Taps Bailey & Busey as Bankruptcy Counsel
SNOKIST GROWERS: Sec. 341 Creditors' Meeting Set for Jan. 12
SPECTRAWATT INC: IP Goes for $30,000; Confirmation Set for Jan. 25
STATE FAIR OF VIRGINIA: Can Use ArborOne Cash Thru March 7

TECHNEST HOLDINGS: Amends 25.8 Million Common Shares Offering
TELIPHONE CORP: Delays Form 10-K for Fiscal 2011
TRANS NATIONAL: Court Denies Hiring of Q Advisors
TURKPOWER CORP: Signs Agreement to Acquire Zavyalov Square
TURKPOWER CORP: Inks Pact to Acquire All Capitalization of BEST

VALENCE TECHNOLOGY: Amends 2005 Loan Pact with iStar, et al.
VILLAGE RESORTS: Case Summary & 19 Largest Unsecured Creditors
VITRO SAB: Bondholder Victory Over Vitro Reinstated Temporarily
WAVE SYSTEMS: Former Novell CEO Robert Frankenberg Joins Board
ZOTA PETROLEUMS: Landlord's Lawyer Awarded $6,978 in Fees

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

AHERN RENTALS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ahern Rentals, Inc.
          dba Ahern Heavy Equipment
              Rhino's Turn Equipment
              Super Grip West
        3750 N. Virginia Street
        Reno, NV 89506-0782

Bankruptcy Case No.: 11-53860

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Thomas H. Fell, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.com

                         - and ?

                  William M. Noall, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

Debtor's
Claims Agent:     KURTZMAN CARSON CONSULTANTS

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

Estimated Debts: $500,000,001 to $1 billion

The petition was signed by Howard Brown, chief financial officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
P-Fleet                            Fuel                   $460,727
6390 Greenwich Drive, Suite 200
San Diego, CA 92122

North American Battery Systems     Parts Maintenance      $209,848
P.O. Box 90906
Long Beach, CA 90809

JLG Industries, Inc.               Equipment              $169,607
1 JLG Drive
McConnellsburg, PA 17233-9533

Rebel Oil Company Inc.             Fuel                   $128,672

Sky Jack Corp.                     Equipment              $123,661

Eagle Promotions                   Advertising            $110,603

Allmand Brother Inc.               Equipment               $96,588

JLG Equipment Services             Parts Purchase          $90,825

East Bay Tire Company              Parts Maintenance       $82,635

Sammons Trucking                   Freight                 $77,150

Ace Hardware Corporation           Parts Purchase          $62,916

Fox Rothschild LLP                 Legal                   $60,741

H & W Petroleum Company Inc.       Fuel                    $59,929

CMD Trucking                       Freight                 $57,025

Strasburger & Price LLP            Legal                   $53,888

Multiquip Inc.                     Equipment               $51,482

Barnes Distribution                Parts Maintenance       $50,722

Snorkel International              Parts Purchase          $49,422

Crown Electrical Systems Inc.      R&M Building Supplies   $47,842

Los Angeles Freightliner           Parts Maintenance       $38,720


AMERICAN AXLE: President & COO's Annual Salary Hiked to $810,000
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of American
Axle & Manufacturing Holdings, Inc., approved an increase in the
base salary for David C. Dauch, President & Chief Operating
Officer, in connection with Mr. D.C. Dauch's assumption of
additional responsibilities effective Dec. 1, 2011.  Effective
Jan. 1, 2012, Mr. D. C. Dauch's annual base salary will be
$810,000.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at Sept. 30, 2011, showed $2.23
billion in total assets, $2.60 billion in total liabilities, and a
$373.30 million total stockholders' deficit.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN SCIENTIFIC: Amends 9.5 Million Common Shares Offering
--------------------------------------------------------------
American Scientific Resources, Incorporated, filed with the U.S.
Securities and Exchange Commission amendment no.1 to Form S-1
registration statement relating to the resale of up to 9,500,000
shares of the Company's common stock, par value $0.0001 per share,
by Southridge, which are Put Shares that the Company will put to
Southridge pursuant to the Purchase Agreement.

The Purchase Agreement with Southridge provides that Southridge is
committed to purchase up to $10 million of the Company's common
stock.  The Company may draw on the facility from time to time, as
and when the Company determines appropriate in accordance with the
terms and conditions of the Purchase Agreement.  The 9,500,000
shares included in this prospectus represent a portion of the
shares issuable to Selling Security Holder under the Purchase
Agreement.

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

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

The Company's common stock is quoted on the OTCBB under the symbol
"ASFX.OB."  The shares of the Company's common stock registered
hereunder are being offered for sale by Selling Security Holder at
prices established on the OTCBB during the term of this offering.
On Dec. 20, 2011, the closing bid price of the Company's common
stock was $0.01 per share.  These prices will fluctuate based on
the demand for the Company's common stock.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/1C2td2

                     About American Scientific

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

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

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


APPLIED MINERALS: Completes $10 Million Financing
-------------------------------------------------
Applied Minerals, Inc., has successfully secured $10 million
through the sale of 10 million units to Samlyn Capital, LLC, in a
privately negotiated sale.  Each unit consists of one share of
common stock priced at $1.00 per share and one half of one common
stock purchase warrant.  Each full Warrant, to be exercised on a
cash basis only, entitles the holder to purchase from the Company
one additional share of the Company's common stock at a price of
$2.00 for a period of 5 years.  The Company has the option to call
or redeem the warrant if not exercised by the investor based on a
pre-defined set of conditions.

The proceeds from the financing will be used to fund the Company's
growth capital expenditure program and general corporate purposes.

Andre Zeitoun, President and CEO of Applied Minerals stated: "We
are very excited to have received this financing from such a
sophisticated institutional investor as Samlyn Capital.  This
financing provides us with meaningful working capital as well as
the ability to invest in a plant expansion program.  This capital
program will enable us to both expand our plant production
capacity and enhance our material processing capabilities in order
to meet the growing demand for our Dragonite line of products.
The enhanced capabilities will enable us to further adapt our
products to a wider variety of end markets.  Additionally, the
company plans to introduce for the first time, Iron Oxide Pigments
from our unique Hematite & Goethite Iron Ore resource.  We
continue to be ever more optimistic about the Company's growth
prospects as we enter into 2012.  This financing will serve to
expedite and enhance our aggressive growth plans."  The Company
will provide comprehensive details on its capital program in the
near future.

Dahlman Rose & Company, LLC, acted as financial advisor to the
Company.

                       About Applied Minerals

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

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

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

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

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

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


AQUILEX HOLDINGS: Releases Projections Provided to Noteholders
--------------------------------------------------------------
In connection with negotiations relating to the proposed
restructuring of its outstanding indebtedness, in October 2011,
Aquilex Holdings LLC and certain of its subsidiaries provided
several holders of the Company's 11.125% Senior Notes due 2016
with certain financial projections and other information relating
to the Company.  Pursuant to confidentiality agreements entered
into with the Noteholders, the Company has agreed to disclose
publicly the Disclosed Information no later than the date on which
the Company launched an exchange offer in connection with the
Restructuring.  In fulfillment of this obligation, and solely to
comply with the terms of the Confidentiality Agreements, the
Company has furnished the Disclosed Information, a full-text copy
of which is available for free at http://is.gd/kxYiBK

The Disclosed Information was prepared solely for the use of the
Noteholders in the context of negotiations relating to the
Restructuring and not for use by other holders or prospective
holders of the Company's securities

The Disclosed Information includes financial and other projections
that are subject to numerous assumptions, risks and limitations.
These projections were prepared in October 2011 using information
available at that time; they do not necessarily reflect the
Company's current expectations and are subject to material
revision.  The Disclosed Information would differ, perhaps
materially, if it was to be prepared using more current
information.  For example, and among other things, the Disclosed
Information does not reflect all of the potential impact on the
Company's revenues, Adjusted EBITDA and other financial results
that might be expected to occur as a result of the proposed terms
of the Restructuring or its entry into a new second-lien secured
credit agreement.

In addition, the projections contained in the Disclosed
Information reflect numerous estimates and assumptions made by
management of the Company with respect to its financial condition;
the performance of its business and conditions within its
industry; general economic, market and financial conditions and
numerous other matters.  These factors are all difficult to
predict accurately and in many cases are outside of the Company's
control.  Consequently, it is likely that actual results will
differ from those reflected in the Disclosed Information and such
differences may be material.  The Company has not made and does
not make any representation to any person regarding the Company's
future results, and, except insofar as may be included in
materials prepared for disclosure in connection with the Exchange
Offer, does not intend to publicly update the Disclosed
Information to reflect more current facts or estimates or the
occurrence of future events, including if the facts, estimates and
assumptions upon which the Disclosed Information is based are
erroneous.

                      About Aquilex Holdings

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

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

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

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

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

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

                        Bankruptcy Warning

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

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

                           *     *     *

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlanta, Ga.-based
Aquilex Holdings LLC to 'D' from 'CC'.  "We also lowered the
issue-level rating on the company's senior unsecured notes to 'D'
from 'C' and lowered the issue-level rating on its first-lien
senior secured debt to 'CC' from 'CCC'. Our '1' recovery rating on
the first-lien facilities remains unchanged and indicates our
expectations of very high (90% to 100%) recovery for lenders.  We
have removed all ratings from CreditWatch where we placed them
with negative implications on Nov. 21, 2011," S&P said.

"The downgrade reflects Aquilex's failure to pay the scheduled
interest on its $225 million senior unsecured notes which mature
on Dec. 15, 2016," said Standard & Poor's credit analyst James T.
Siahaan. The semiannual interest payment was due Dec. 15, 2011.
Aquilex has experienced weak demand in its markets and breached
its financial covenants in the third quarter of this year. The
company is operating under forbearance agreements with its secured
lenders and senior unsecured noteholders, both expiring Feb. 3,
2012. Approximately 65% of Aquilex's outstanding senior
noteholders have agreed to refrain from taking any enforcement
action resulting from the missed interest payment. We believe the
company is close to announcing the terms of an upcoming financial
restructuring whereby noteholders will be subject to a substantial
discount in their investment and exchange the notes for an
investment in new common equity. The incremental second-lien debt
(unrated) is held by affiliates of Centerbridge Partners L.P.,
which also hold a large portion of Aquilex's senior unsecured
notes and will likely assume control of the company post-
restructuring. In August 2011, Aquilex drew the remaining
availability under its $50 million revolving credit facility," S&P
said.

In the Nov. 23, 2011, edition of the TCR, Moody's Investors
Service has lowered the ratings of Aquilex Holdings, LLC,
including the probability of default rating to Ca from Caa2.
The downgrade reflects high likelihood of a financial
restructuring or a filing for protection under the U.S. Bankruptcy
Code.  On November 16th, the company had cash of $33.5 million,
following the execution of a new second lien bridge loan due
February 2012.  Aquilex has near-term debts of $435 million and
Moody's thinks the refinancing prospects appear to be difficult.


AQUILEX HOLDINGS: Enters Into Agreement to Reduce Debt by $322MM
----------------------------------------------------------------
Aquilex Holdings LLC has reached agreement with institutions
holding 100% of the Company's first lien debt, 100% of the
Company's second lien debt and holders of approximately 92% of the
Company's outstanding 11-1/8% Senior Notes due 2016 on the terms
of a consensual financial restructuring transaction that would
significantly reduce the Company's debt and recapitalize the
Company with a substantial amount of new equity.  The Company
expects that the transaction will likely be completed in late
January to mid-February 2012 pursuant to a voluntary exchange
offer the Company has launched today.  Under the restructuring,
all trade creditors would receive payment in full in the ordinary
course.

"We are making strong progress in our financial restructuring
efforts and are thrilled to have now received such overwhelming
support prior to initiating solicitation of the transaction from
institutions holding 100% of our first lien debt, 100% of our
second lien debt and holders of approximately 92% of our Senior
Notes for our debt reduction plan," said Bill Varner, President
and Chief Executive Officer of Aquilex.  "The implementation of
this plan, most likely through a voluntary exchange offer now
underway, will significantly enhance Aquilex's capital structure
and our prospects for renewed growth and success.  We look forward
to significantly deleveraging our balance sheet, strengthening our
financial flexibility and investing in the business to better
serve our customers.  Upon completion, this transaction will
reduce our debt by 71%, or approximately $322 million, and our
debt service costs will decline by 70% to approximately $12
million annually.  When coupled with expected cash at closing of
$16.5 million and an Exit Revolver facility of $40 million, the
Company will be on a solid financial foundation."

Mr. Varner continued, "Aquilex will continue to focus on operating
our business as usual - as we have throughout this process.  Our
worldwide operations are expected to continue without
interruption, and we remain committed to providing our customers
and vendors with the highest quality services.  We appreciate the
ongoing support of our employees, customers, vendors and business
partners, and we continue to anticipate an expeditious resolution
to this process."

Aquilex has entered into a restructuring support agreement that
provides for treatment of the Company's first lien debt, second
lien debt, Senior Notes and all of the equity interests of the
Company through either a voluntary exchange offer or a prepackaged
plan of reorganization under Chapter 11 of the U.S. Bankruptcy
Code.  The Company launched the Exchange Offer on Dec. 23, 2011.
In conjunction with the closing of the restructuring, the Company
expects that affiliates of Centerbridge Partners, L.P., would
become the controlling shareholder of Aquilex.

Under the terms of the Support Agreement:

  * First lien lenders will (i) amend the Credit Agreement to
    provide for a restructured term loan in the amount of
    approximately $132.8 million that will mature in April 2016,
    with financial covenants reset to the Company's current
    business plan, and (ii) receive a $65 million paydown;

  * Second lien lenders will convert their debt into new
    participating preferred equity of the reorganized Aquilex
    representing 10.5% of the fully diluted equity; and

  * Holders of the Senior Notes who are accredited investors will
    be asked to exchange their existing Senior Notes in return for
    their pro rata share of approximately 29.8% to 33.3% of the
    fully diluted equity of the reorganized Aquilex and the
    ability to purchase, pursuant to a rights offering in an
    aggregate amount of $80 million, their pro rata share of the
    new participating preferred equity of the reorganized Aquilex
    representing approximately 53.4% of the fully diluted equity.
    Non-accredited investors who owned their Senior Notes on
    Dec. 23, 2011, will be offered a cash payment for their Senior
    Notes equal to 37.5% of the principal amount of the Senior
    Notes tendered to the offer, while non-accredited investors
    who acquired their Senior Notes after Dec. 23, 2011, will be
    offered the same percentage offered to accredited investors.

  * Holders of the Senior Notes who are accredited investors will
    have the option to receive cash in lieu of common equity and
    the Rights Offering in an amount equal to 24.8% to 27.7% of
    the principal amount of the Senior Notes.  In addition,
    noteholders who are not backstopping the Rights Offering and
    who participate in the Exchange Offer will receive a consent
    fee equal to 3% of the principal amount tendered.

  * Holders of the current equity interests of the Company will
    have their interests cancelled.

To provide certainty to the Rights Offering being fully
subscribed, the Company has entered into a Backstop Purchase
Agreement with certain holders of the Company's Senior Notes,
pursuant to which these holders have agreed to fully backstop the
Rights Offering.  In return for this commitment, these parties
will receive a fee of $3.6 million, which will be payable in new
second-lien debt and which, upon closing, will be equitized into
new participating preferred equity of the reorganized Aquilex,
representing 2.4% of the fully diluted equity.  In addition,
depending on the number of noteholders electing the cash-out
option, the backstop parties will receive new participating
preferred equity of the reorganized Aquilex representing up to
3.5% of the fully diluted equity in return for funding such cash
requirement.

The closing of the Exchange Offer is conditioned upon, among other
things, a fully committed Exit Revolver with a $40 million
commitment, acceptances from holders of at least 90% of the first
lien debt to the amendment to the Credit Agreement, agreement from
100% of the second lien lenders to the conversion of their debt
and 99% of the aggregate principal amount of Senior Notes having
been validly tendered into the Exchange Offer and not withdrawn.
To date, the Company has received the necessary acceptances from
the first lien lenders and second lien lenders.

Mr. Varner stated, "The overwhelming support we have received from
our creditor groups, prior to today?s launch of the transaction,
provides us with confidence that the transaction is very likely to
be consummated out-of-court."

If the Exchange Offer conditions are not met, the Company will
commence a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code in order to implement the restructuring plan.
Under this scenario, the Company currently expects an expeditious
court process of less than 60 days and that the proceedings would
not affect its customers, vendors or employees.  The Company has
entered into a $10 million Debtor-in-Possession financing
commitment letter with Royal Bank of Canada as agent in order to
finance such process, and the backstop parties providing the
Rights Offering backstop have agreed to increase their investment
in the participating preferred equity by an additional $5 million
in the event of a Chapter 11 filing. In such a circumstance, the
fully diluted equity ownership percentage will be modified to:

   * 10.7% for the second lien lenders;

   * 53.4% for the participants in the Rights Offering;

   * 26.8% to 30.1% for the holders of the Senior Notes;

   * 3.3% for the backstop parties in exchange for their
     additional $5 million investment;

   * Depending on the number of noteholders electing the cash-out
     option, up to 3.3% for the backstop parties in return for
     funding such cash requirement; and

   * 2.4% for the backstop parties for the backstop fee.

There will be no consent fee paid in the event of a Chapter 11
filing, and in such a case the cash-out option provided to the
holders of the Senior Notes will be 22.3% to 25.1% for accredited
investors and 37.5% for non-accredited investors.

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

The foregoing represents only Aquilex's current expectations
regarding its potential restructuring and is being provided in
order to update Aquilex's stakeholders on recent developments.
Any potential restructuring transaction remains subject to
creditor consent and additional significant conditions and
uncertainties.  Additional information is available in the
Company's filings with the Securities and Exchange Commission,
including but not limited to its Quarterly Report on Form 10-Q for
its third quarter of 2011, as filed with the SEC on Nov. 14, 2011.

The new securities issued pursuant to the financial restructuring
transaction have not been registered under the Securities Act of
1933, as amended, or any state securities laws.  Therefore, the
new securities may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

This news release does not constitute an offer to sell or buy, nor
the solicitation of an offer to sell or buy, any securities
referred to herein, nor is this news release a solicitation of
consents to or votes to accept any Chapter 11 plan.  Any
solicitation or offer will only be made pursuant to an offering
memorandum and disclosure statement and only to such persons and
in such jurisdictions as is permitted under applicable law.

                       About Aquilex Holdings

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

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

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

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

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

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

                        Bankruptcy Warning

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

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

                           *     *     *

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlanta, Ga.-based
Aquilex Holdings LLC to 'D' from 'CC'.  "We also lowered the
issue-level rating on the company's senior unsecured notes to 'D'
from 'C' and lowered the issue-level rating on its first-lien
senior secured debt to 'CC' from 'CCC'. Our '1' recovery rating on
the first-lien facilities remains unchanged and indicates our
expectations of very high (90% to 100%) recovery for lenders.  We
have removed all ratings from CreditWatch where we placed them
with negative implications on Nov. 21, 2011," S&P said.

"The downgrade reflects Aquilex's failure to pay the scheduled
interest on its $225 million senior unsecured notes which mature
on Dec. 15, 2016," said Standard & Poor's credit analyst James T.
Siahaan. The semiannual interest payment was due Dec. 15, 2011.
Aquilex has experienced weak demand in its markets and breached
its financial covenants in the third quarter of this year. The
company is operating under forbearance agreements with its secured
lenders and senior unsecured noteholders, both expiring Feb. 3,
2012. Approximately 65% of Aquilex's outstanding senior
noteholders have agreed to refrain from taking any enforcement
action resulting from the missed interest payment. We believe the
company is close to announcing the terms of an upcoming financial
restructuring whereby noteholders will be subject to a substantial
discount in their investment and exchange the notes for an
investment in new common equity. The incremental second-lien debt
(unrated) is held by affiliates of Centerbridge Partners L.P.,
which also hold a large portion of Aquilex's senior unsecured
notes and will likely assume control of the company post-
restructuring. In August 2011, Aquilex drew the remaining
availability under its $50 million revolving credit facility," S&P
said.

In the Nov. 23, 2011, edition of the TCR, Moody's Investors
Service has lowered the ratings of Aquilex Holdings, LLC,
including the probability of default rating to Ca from Caa2.
The downgrade reflects high likelihood of a financial
restructuring or a filing for protection under the U.S. Bankruptcy
Code.  On November 16th, the company had cash of $33.5 million,
following the execution of a new second lien bridge loan due
February 2012.  Aquilex has near-term debts of $435 million and
Moody's thinks the refinancing prospects appear to be difficult.


AURA SYSTEMS: Amends 13 Million Common Shares Offering
------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to Form S-1 registration statement
relating to the resale by Iroquois Master Fund Ltd., Hudson Bay
Master Fund, Ltd., Straight Line Capital Opportunities Fund 1,
LLC, et al., of up to 13,034,000 shares of the Company's common
stock which include:

   * Up to 6,517,000 shares of common stock underlying senior
     secured convertible notes of the Company issued to investors
     on Sept. 26, 2011, upon conversion of the notes;

   * Up to 6,517,000 shares of common stock underlying common
     stock purchase warrants issued to investors on Sept. 26,
     2011, upon exercise of the warrants.

The notes and warrants were issued in the Company's private
placement financing on Sept. 26, 2011.  Even though the Company is
registering the above underlying shares for resale, there is no
assurance that any of these shares will become issued and
outstanding, nor is there any assurance that any of the above
shares will be sold by selling security holders in reliance on
this prospectus.  The Company is registering the number of shares
pursuant to a registration rights agreement with the investors in
the Company's private placement financing.

This offering is not being underwritten.  The Company's common
stock is quoted by the Over-the-Counter Bulletin Board (OTCBB)
under the symbol "AUSI."  On Nov. 23, 2011, the price per share of
the Company's common stock as quoted on the OTCBB was $0.68.

The Company will not receive any of the proceeds from the sale of
these shares.  However, the Company may receive up to $4.9 million
in gross proceeds if all of the warrants are exercised with cash.
If some or all of the warrants are exercised with cash, the money
the Company receive will be used for general corporate purposes,
including working capital requirements.  The Company will pay all
expenses incurred in connection with the offering described in
this prospectus, with the exception of the brokerage expenses,
fees, discounts and commissions which will all be paid by the
selling security holders.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/sOXdvf

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Feb. 28, 2011.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations and may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next twelve months.

The Company's Aug. 31, 2011, showed $4.60 million in total assets,
$14.64 million in total liabilities and a $10.04 million total
stockholders' deficit.


AVISTAR COMMUNICATIONS: Renews Line of Credit with JP Morgan
------------------------------------------------------------
Avistar Communications Corporation, as borrower, entered into the
following agreements with JP Morgan Chase Bank, N.A., as lender,
effective as of Dec. 22, 2011:

   (i) the third amended and restated revolving credit promissory
       note agreement;

  (ii) the third amended and restated collateral agreement; and

(iii) the fifth amended and restated security agreement.

The amended agreements related to the renewal of a line of credit
with the Bank, which Avistar may draw upon during the term of the
note to fund its business operations.

Also, effective as of Dec. 22, 2011, Gerald J. Burnett, Chairman
of Avistar, and The Gerald J. Burnett and Marjorie J. Burnett
Revocable Trust entered into the fourth amended and restated
guaranty with the Bank pledging personal assets as collateral for
the Credit Facility.

The amended agreements extended the maturity date of the note from
Dec. 22, 2011, to Dec. 22, 2012, for a line of credit up to $8.0
million from Dec. 22, 2011, through and including March 13, 2012,
and then reduced the line of credit to $6.0 million from and after
March 14, 2012, through the maturity date on Dec. 22, 2012.  As of
Dec. 22, 2011, the total principal amount borrowed by Avistar
under the Credit Facility was $8.0 million.

The Credit Facility is subject to customary terms and conditions,
including several reporting and non-financial covenants.  As
security for the payment of its obligations under the Credit
Facility, Avistar granted JPMorgan a security interest in and
right of setoff against substantially all of the assets of
Avistar, tangible and intangible.  The repayment of funds borrowed
and interest accrued under the Credit Facility is also personally
guaranteed by Gerald J. Burnett, Chairman of Avistar, and The
Gerald J. Burnett and Marjorie J. Burnett Revocable Trust, who has
pledged personal assets as collateral for the Credit Facility.

In connection with the Credit Facility, as security for the
payment of Avistar's obligations under the Credit Facility,
Avistar pledged, assigned and granted to the Bank a security
interest in, and right of setoff against, substantially all of the
assets of Avistar, tangible and intangible.

                    About Avistar Communications

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

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

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


BEACON POWER: To Auction Business on Feb. 3
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beacon Power Corp. was authorized to auction the
business on Feb. 3, a schedule about one week slower than the
company originally sought.

The report relates that the creditors' committee wanted a later
auction, arguing that a quick sale would "offer little or nothing
to unsecured creditors."

According to the report, the court order provides that preliminary
indications of interest are due Jan. 9.  Initial bids are required
by Feb. 1. The hearing to approve the sale is set for Feb. 7.

The sale schedule was negotiated after the U.S. Energy Department
objected to the use of cash in which it was claiming a security
interest.  The government said that Beacon's plant was losing
$1 million a month in cash.

                        About Beacon Power

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

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450).  Brown Rudnick and
Potter Anderson & Corroon serve as the Debtor's counsel.  Beacon
disclosed assets of $72 million and debt totaling $47 million,
including a $39.1 million loan guaranteed by the U.S. Energy
Department.  Beacon built a $69 million facility with 20 megawatts
of balancing capacity in Stephentown, New York, funded mostly by
the DoE loan.

The Debtors tapped Miller Wachman, LLP as auditors, Pluritas, LLC
as intellectual property advisors, CRG Partners Group LLC as
financial advisors.

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

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power Corporation.


BERTHEL GROWTH: Seeks to Revoke Berthel SBIC's License
------------------------------------------------------
Berthel SBIC, LLC, is a wholly-owned subsidiary of Berthel Growth
& Income Trust I.  The Company previously reported that on Jan. 7,
2009, the United States District Court for the Northern District
of Iowa entered a Consent Order and Judgment by which the court
appointed the United States Small Business Administration as the
receiver for Berthel SBIC.

Berthel SBIC owned 2,557.167 shares of common stock of Inter-Med,
Inc., a Wisconsin corporation.  The Securities represented all of
the investment of Berthel SBIC in Inter-Med.  There are no other
material relationships between Inter-Med and Berthel SBIC, the
Company or any of Berthel SBIC's or the Company's affiliates,
directors, officers or any associate of any such director or
officer.

On or about Dec. 19, 2011, the Receiver transferred to the SBA all
of Berthel SBIC's right, title and interest in the Securities.
The transfer was made in accordance with the Court's orders dated
Dec. 21, 2009, and Sept. 19, 2011, which orders instructed the
Receiver to transfer all of Berthel SBIC's remaining assets to the
SBA in the course of winding up and terminating the receivership.
The Receiver has valued the Securities at $585,722 for purposes of
the Securities' transfer to the SBA.  No consideration was
received by Berthel SBIC in exchange for the transfer of the
Securities except for reduction in the obligation owed to the SBA
by Berthel SBIC.

On or about Dec. 19, 2011, the Company received a written notice
in the form of a letter dated Dec. 14, 2011, from the Receiver.
The Receiver's Notice states that the Receiver has completed the
tasks assigned to it under the Receivership Order and intends to
file with the Court its final report and request from the court a
final order terminating the receivership, discharging the Receiver
and transferring control of Berthel SBIC to the Company.  The
Receiver's Notice further states that, pursuant to the Court's
order dated Sept. 19, 2011, the Receiver intends to transfer to
the Company possession of certain books, records and files, and
the Receiver intends to revoke Berthel SBIC's Small Business
Investment Company license.  Upon revocation of Berthel SBIC's
license, it will no longer be authorized to operate as a Small
Business Investment Company.

                       About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I was a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.

At Sept. 30, 2008, the Trust had $2,760,919 in total assets
and $9,565,186 in total liquidation.


BORDERS GROUP: Court Rejects Denton & Bell Counties' Late Claims
----------------------------------------------------------------
Bankruptcy Judge Martin Glenn expunged two amended claims filed by
the County of Denton, Texas, and the Tax Appraisal District of
Bell County, Texas, at the behest of Borders Group, Inc.  The
original claims filed by the two Texas counties were not received
by the Debtors' claims agent, Garden City Group, before the
governmental bar date expired.  Well after the bar date, the
counties submitted supposedly amended claims, which the counties
argued related back to the dates of the original claims.  The
Debtors objected to the later amended claims, seeking to expunge
them on the grounds that they were not timely filed.  The Texas
counties argued that the original claims were mailed, but they did
not provide any evidence of mailing the original proofs of claim.
A copy of Judge Glenn's Dec. 22, 2011 memorandum opinion is
available at http://is.gd/nR3uIRfrom Leagle.com.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

The Court confirmed the First Amended Joint Plan of Liquidation
filed by the Debtors and the Official Committee of Unsecured
Creditors at a Dec. 20, 2011 hearing.

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


CAREFREE WILLOWS: AG/ICC Says Debtor's Plan Cannot Be Confirmed
---------------------------------------------------------------
AG/ICC Willows Loan Owner, LLC, asks the U.S. Bankruptcy Court for
the District of Nevada to deny approval of the Second Amended
Disclosure Statement, filed Oct. 5, 2011, by Carefree Willow, LLC.

"Because the Debtor's Disclosure Statement describes a plan that
is incapable of confirmation, it cannot be approved," AG cited in
its objection.

AG states:

1. The Plan is patently unconfirmable as a matter of law because
   it imposes a post-confirmation injunction on AG in violation of
   11 U.S.C. Section 524(e) under Ninth Circuit authority.

2. The Debtor does not disclose information necessary to enable a
   typical investor to make an informed decision about the risks
   associated with the Plan and the facts and assumptions
   underlying the Debtor's belief that is will accomplish its
   reorganization efforts:

   -- The Debtor's Disclosure statement fails to include a
      description of the state court suit against the Guarantors
      and the adversary proceeding for injunctive relief.

   -- In relation to the Debtor's proposed plan funding by the
      Guarantors and payment of administrative claims by Carefree
      Holdings, the Disclosure Statement does not disclose
      information as to the identity of Carefree Holdings' equity
      holders and the impact on them of the proposed cash
      infusion.  To this end, the Disclosure Statement lacks
      specificity as to what contributions are to be made by each
      Guarantor, the nature, source and terms of the contemplated
      contributions and what, if anything, each of the Guarantors
      is getting in exchange for their contributions.

   -- The Debtor's Second Amended Plan contemplates sale or
      refinance of the property, but fails to make any efforts to
      sell or refinance the property to date, not even to say that
      none have been made.

Counsel for AG/ICC Willows Loan Owner, LLC, can be reached at:

         Ali M.M. Mojdehi, Esq.
         Janet D. Gertz, Esq.
         Brian W. Byun, Esq.
         Allison M. Rego, Esq.
         BAKER & McKENZIE LLP
         12544 High Bluff Drive, Third Floor
         San Diego, CA 92130-3051
         Tel: (858) 523-6200
         Fax: (858) 259-8290
         E-mail: Ali.Mojdehi@bakermckenzie.com
                 janet.gertz@bakermckenzie.com
                 Brian.Byun@bakermckenzie.com
                 allison.rego@bakermckenzie.com

                        The Chapter 11 Plan

As reported in the TCR on Oct. 27, 2011, the Debtor's Chapter 11
plan contemplates the contribution of certain funds for its
implementation.  All required funds to implement the Plan will be
contributed by a combination of Kenneth L. Templeton, Carefree
Holdings, LP, MLPGP, LLC, and the Templeton Family Trust Dated
October 8, 1992 and the Ken II Trust Dated May 4, 1998.

The Debtor intends to sell or refinance the Property prior to the
Maturity Date in order to comply with the final payment to AG and
any other payments required under this Plan.

The Plan classifies and treats claims and interests against the
Debtor as:

   -- Class 1. Allowed Secured Claim of AG/ICC.  The amount of the
      AG Allowed Secured Claim will be the sum of $30,000,000.
      AG will retain its security interest in the Property and
      rents as evidenced by the AG Deed of Trust, as well as any
      other security interest as created by the loan documents.

      On or before the 15th day of each and every month,
      commencing on the 15th day of the next month following the
      Effective Date, the Debtor will make a monthly payment to AG
      based upon a 30 year amortization of the AG Allowed Secured
      Claim at the AG Interest Rate.  An escrow account will be
      maintained as set forth in Section 11.2 to be used to
      cover any shortfall in the Debtor's ability to make such
      payment.

      The balance owed on the AG Allowed Secured Claim, together
      with any and all accrued interest, fees and costs due
      thereunder, will be paid on or before ten (10) years
      following the Effective Date, or such earlier date as the
      Debtor may propose at the Confirmation Hearing which is
      approved by the Court.

   -- Class 2. The AG Deficiency Claim.  The balance of the AG
      Total Deficiency will be paid in full in cash the
      later of fifteen (15) days following the Appreciated
      Valuation Date, agreement of the parties as to the
      Appreciated Value, or entry of a final non-appealable order
      determining the Appreciated Value.

   -- Class 3. The Allowed Secured Claim of Security 1st Bank of
      Nevada.  The Allowed Secured Claim of the Service 1st Bank
      of Nevada will retain its lien against the Debtor's 32
      passenger bus, will bear interest at the rate of 6% per
      annum, or in the event of objection, such other rate as the
      Court will determine is appropriate at the Confirmation
      Hearing, and will be paid by equal monthly payments over a
      period of 48 months, commencing on the first day of the
      first month following the Effective Date.

   -- Class 4. Allowed Claims of unsecured creditors not entitled
      to priority under Section 507 of the Bankruptcy Code.
      Allowed Unsecured Claims will be paid 95% of their Allowed
      Claim, without interest, on the Effective Date.  Any Class 4
      creditor may elect to be paid at a later date from proceeds
      derived from the sale or refinance of the Property.  Any
      unsecured creditor making such election will be entitled to
      be paid its entire claim, including interest from and after
      the Effective Date until paid at the rate of 3% per annum,
      however such payment will be limited to the proceeds
      available from any sale or refinance.

   -- Class 5. The membership interests of the Debtor.  The
      members will retain their membership interests in the
      Reorganized Debtor, but will receive no distribution until
      Classes 1 through 4 are paid in full.

Classes 1, 2, 3 and 4 are all impaired under the Plan.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/carefreewillows.2ndamendedDS.pdf

                    About Carefree Willows LLC

Carefree Willows, LLC, is the owner of an existing 300-unit senior
housing complex, located 3250 S. Town Center Drive, in Las Vegas.
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  Alan R. Smith, Esq., at
the Law Offices of Alan R. Smith, in Reno, Nevada, serves as
counsel to the Debtor.  The Debtor disclosed $30,604,014 in assets
and $36,531,244 in liabilities as of the Chapter 11 filing.


CB HOLDING: Sets Jan. 5 Plan Disclosures Hearing
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former operator of Charlie Brown's Steakhouse
restaurants is scheduled to hold a Jan. 5 hearing for approval of
a disclosure statement explaining the liquidating Chapter 11 plan.

The report relates that the company is "working to negotiate a
consensual plan and disclosure statement," according to a court
record.  A liquidating Chapter 11 plan was originally filed in
August.  Without opposition, the exclusive right to propose a plan
was pushed out to March 11.

Mr. Rochelle recounts that the company completed sales of the
three branches of the business between April and July. The plan is
designed to distribute proceeds according to the priorities in
bankruptcy law.

                         About CB Holding

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

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

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

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

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

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


CENTAM PARTNERS: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Centam Partners, LLC
        1995 East Oakland Park Boulevard, Suite 200
        Fort Lauderdale, FL 33306

Bankruptcy Case No.: 11-44590

Chapter 11 Petition Date: December 20, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: James S. Caris, Esq.
                  JAMES S. CARIS, P.A.
                  401 E. Las Olas Boulevard, #130-117
                  Fort Lauderdale, FL 33309
                  Tel: (954) 522-0206
                  Fax: (954) 523-1098
                  E-mail: jamescaris@yahoo.com

Scheduled Assets: $10,023,348

Scheduled Liabilities: $7,503,698

The petition was signed by David A. Matluck, MGMR/CEO.

Debtor's List of Its eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
UTA Capital LLC                    Security Interest   $10,018,623
100 Executive Drive, Suite 330
West Orange, NJ 07052

UTA Capital LLC                    Security Interest    $2,940,000
100 Executive Drive, Suite 330
West Orange, NJ 07052

Michael Starkey                    Loan                   $342,000
716 SW 14th Street
Fort Lauderdale, FL 33316

David Matluck                      Loan                    $90,000

Wayne Blackburn                    Loan                    $85,400

Seyfarth Shaw, LLP                 Attorney Fees-Lender    $22,852

Valerie Duch                       Loan                    $14,546

Robert McLernon CPA                Professional             $8,900
                                   Accounting Fees


CHARLESTON ASSOCIATES: Plan "Patently Unconfirmable", Says BofA
---------------------------------------------------------------
Bank of America, National Association, successor by merger to
LaSalle Bank National Association, as Trustee for the Registered
Certificateholders of Bear Stearns Commercial Mortgage Securities,
Inc., Commercial Mortgage Pass-Through Certificates Series 2005-
PWR7, objects to Charleston Associates, LLC's request for approval
of the disclosure statement explaining its Plan of Reorganization.

BofA filed a proof of claim asserting a pre-petition claim against
the Debtor in the amount of $64,009,890.  The claim is secured by
a first-priority lien on and against substantially all of the
Debtor's property, including the Boca Fashion Village in Las
Vegas, Nevada.

BofA presented these arguments:

1. The Disclosure Statement should not be approved because the
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
Proposed by the Debtor is patently unconfirmable and because the
Disclosure Statement does not contain adequate information
concerning numerous critical components of the Plan.

2. Among other things, the Plan (a) fails to meet the requirements
of the Bankruptcy Code in its proposed treatment of Lender's
claim; (b) impermissibly releases the Lender's claim against a
non-debtor third party which has executed and delivered a limited
guaranty in favor of the Lender; (c) allows the existing Equity
Holders to retain their interest in the Debtor without
contributing new value in direct violation of the absolute
priority rule; and (d) is not feasible because of the risk that
City National Bank or RA Southeast Land Company, LLC will succeed
in their appeal from the ruling of the Nevada Bankruptcy Court or
other litigation which they have commenced against the Debtor,
including the motion for relief from the automatic stay filed by
CNB.

3. The Disclosure Statement should be revised to further explain:

(a) the true amount of the indebtedness owed by the Debtor to the
Lender, the effect on the treatment of the Lender's claim and
unsecured creditors in the event the Lender does not make the
election under Section 1111(b) of the Bankruptcy Code, and the
effect on the treatment of the Lender's claim and unsecured
creditors in the event the Lender makes the election under
Section 1111(b) of the Bankruptcy Code;

(b) that the interest rate the Debtor proposes to pay to the
Lender is far below the market rate of interest and that the
interest rate the Debtor is likely to be required to pay to
the Lender will be substantially higher than the interest rate
proposed in the current Plan;

(c) that the Equity Holders are retaining all of the equity
interests in the Reorganized Debtor in exchange for nothing;

(d) the ultimate feasibility of the Plan, including (i) financial
projections for the entire seven (7) year post-confirmation period
at the end of which the Debtor proposes to make a balloon payment
to the Lender, (ii) a more complete explanation of the claims
asserted by CNB and RAS and the effect (beyond increasing the
amount of unsecured claims) that CNB or RAS prevailing in the
appeal or other litigation commenced against the Debtor could have
on the Debtor's ability to fulfill its obligations under the Plan;
and

(e) the Debtor's belief (and the basis therefore) of the current
value of the Property and what creditors would be likely to
receive in the event of a liquidation.

Counsel for Bank of America may be reached at:

         Christopher S. Chow, Esq.
         Matthew G. Summers, Esq.
         919 N. Market Street, 11th Floor
         Wilmington, DE 19801
         Tel: (302) 252-4465
         Fax: (302) 252-4466
         E-mail: chowc@ballardspahr.com
                 summersm@ballardspahr.com

              - and -

         Kelly M. Wrenn, Esq.
         601 13th Street, NW, Suite 1000 South
         Washington, DC 20005-3807
         Tel: (202) 661-2200
         Fax: (202) 661-2299
         E-mail: wrenn@ballardspahr.com

                        The Chapter 11 Plan

Charleston Associates, LLC, filed its proposed Plan of
Reorganization and explanatory disclosure statement on Oct. 7,
2011.

Based on anticipated cash flows for the first approximately two
years after the Plan's Effective Date, the Debtor believes it will
have the means to execute the Plan and anticipates revenue
sufficient to meet its debt service obligations under the Amended
and Reinstated Loan Agreement, New Promissory Note and related
documents.

Secured claims (Class 1) and general unsecured claims (Class 3)
are impaired under the Plan, and holders of those claims are
entitled to vote.

The Secured Creditor's claim will be allowed as of the Effective
Date in the amount of $46,556,053.  The maturity of the Allowed
Secured Lender Claim will be extended for a period of 84 months
from the Effective Date.  The reinstated secured loan will be
amortized over a 30 year period, with all accrued and unpaid
interest and principal to be due and payable on the stated
maturity date of the New Promissory Note, unless otherwise
extended.  If not otherwise prepaid by maturity, the Allowed
Secured Lender Claim will be fully or partially paid upon
maturity, from the proceeds of the sale of Boca Fashion Village,
proceeds of refinancing, or otherwise.

Holders of allowed Class 3 General Unsecured Claims (approximately
$130,000, if not less, according to the Debtor) will be paid
pursuant to the following schedule: 50% of the amount of each
Allowed Claim on the Effective Date and 50% of the balance of each
Allowed Claim 180 days after the Effective Date.

Holders of equity interests are not impaired.

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

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

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Laura Davis
Jones, Esq., Bradford J. Sandler, Esq., and Kathleen P. Makowski,
Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del.,
represents the Debtor as Delaware counsel.  In its schedules, the
Debtor disclosed $92,348,446 in assets and $65,064,894 in
liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, in Wilmington, Del., represents the Committee as
Delaware counsel.


CHINA EDUCATION: Receives Delisting Notice From NYSE
----------------------------------------------------
China Education Alliance, Inc. disclosed on Dec. 21, 2011, that
NYSE Regulation, Inc. delivered a notice to the company confirming
that the exchange will suspend trading of the company's common
stock on the NYSE prior to the opening of business on Thursday,
Dec. 29, 2011 and that the exchange intends to delist the
company's common stock.  The Company expects to commence trading
on the over-the-counter (OTC) market that same day under a symbol
yet to be determined.

Mr. Yu Xiqun, CEO of China Education Alliance commented: "We are
very disappointed with the NYSE's decision to suspend trading and
delist our shares.  Since the onset of the unfounded allegations a
year ago, we have at all times kept our doors open to all
shareholders who have wanted to research our business in China and
have made ourselves available to help investors correctly
understand our business.  We have held two Annual General Meetings
to discuss the future development goals and strategic plans of the
Company.  We have refused to be intimidated by rumors, none of
which have proved true in more than one year.  Our business
performance has been recovering and our future prospects remains
strong.

As of Sept. 30, 2011 we achieved USD26.3 million in revenue and
US$18.4 million of profit.  We strongly believe our stock price
and market value do not correctly reflect the performance and
future prospects of our Company.

This is a time of rapid evolution in the Chinese education sector
with many opportunities. We will continue to focus on our business
operations and further expansion plans."

                       About China Education

China Education Alliance, Inc. --
http://www.chinaeducationalliance.com/-- is a fast-growing,
leading, China-based company offering high-quality education
resources and services to students ages 6 to 18 and adults
(university students and professionals) ages 18 and over.


CHOA VISION: Court Enters Order Dismissing Chapter 11 Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California s
approved on June 15, 2011, the respective motions of 50 Morgan CT,
LLC, and Holiday Hospitality Franchising, Inc., for the dismissal
the Chapter 11 case of Choa Vision, LLC.

The Debtor utilizes the Crown Plaza name under a franchise
agreement with HHFI, a member of InterContinental Hotels Group,
under a Crowne Plaza Change of Ownership License Agreement, dated
Feb. 28, 2007.  HHFI has filed a claim for $346,947 reflecting
currently outstanding franchise license fees.

50 Morgan asserts a valid, perfected first priority security
interest in the Crowne Plaza.  50 Morgan says the lien and
security interest were granted to secure repayment of an
obligation of $13,143,000 owed by the Debtor.

                         About CHOA Vision

CHOA Vision LLC owns the Crowne Plaza hotel just north of downtown
Hartford, Connecticut.  The 350-room hotel is being managed by
Packard Hospitality Group.  CHOA is owned by the Christian Hotel
Owners Association, a group of primarily Korean American investors
led by Chan Soo Cho.

CHOA Vision filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44798) on Aug. 18, 2010.  Michael Jay Berger, Esq.,
at the Law Offices Of Michael Jay Berger, in Beverly Hills,
California, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


CHRYSLER LLC: Terminated Dealerships' Suit Goes to Trial
--------------------------------------------------------
District Judge Leonard D. Wexler denied the motion for summary
judgment filed by Eagle Auto Mall Corp. and Terry Chrysler Jeep
Inc. -- two of the 789 automobile dealerships that were terminated
in connection with the bankruptcy of Chrysler LLC -- seeking an
order declaring that they be reinstated to their pre-bankruptcy
dealership agreements.  The two dealerships sued to challenge the
implementation by Chrysler Group, LLC -- the entity that purchased
certain of the assets in the bankruptcy of Old Chrysler -- of
their rights under a statute passed after the Old Chrysler
bankruptcy.  That statute, Section 747 of the Consolidated
Appropriations Act of 2010, was passed to grant certain rights to
dealerships terminated as a result of the bankruptcy of, inter
alia, Old Chrysler.

The Plaintiffs' complaint, as originally filed, set forth five
separate causes of action.  Two of those causes of action, the
first and third, remain.  The first cause of action seeks an order
confirming the arbitration award, and a judgment in conformity
therewith.  The Plaintiffs' third cause of action seeks a
declaratory judgment that New Chrysler has failed to offer the
Plaintiffs the customary and usual letter of intent as required by
the Act.

In a Dec. 23, 2011 memorandum and order available at
http://is.gd/s4OPgCfrom Leagle.com, Judge Wexler said there
remains an open question as to whether letters of intent offered
to the Plaintiffs constitute the customary and usual letters of
intent offered to all potential franchisees at the time of the
offering.  That issue raises questions of fact that cannot be
determined in the context of the summary judgment motion.

The Court, meanwhile, granted a cross motion for summary judgment
filed by the Defendant to the extent it sought an order declaring
that it is not required to reinstate the Plaintiffs as Chrysler
dealers under the same terms and conditions that applied prior to
the bankruptcy of Old Chrysler.  The Court will hold trial on the
issue of whether the Plaintiffs were offered the customary and
usual letter of intent to enter into franchise agreements.

The case is EAGLE AUTO MALL CORP., TERRY CHRYSLER JEEP, INC., JHS
BUSINESS ASSOCIATES INC. D/B/A/ CROSSROADS SUPERSTORE, and
WESTMINSTER DODGE, INC., v. CHRYSLER GROUP, LLC, No. CV 10-3876
(E.D.N.Y.).  Two of the dealerships have since settled, leaving as
Eagle Auto Mall and Terry Chrysler Jeep as Plaintiffs.

Leonard A. Bellavia, Esq., and Steven Blatt, Esq., at Bellavia
Gentile & Associates, LLP, in Mineola, New York, argue for the
dealerships.

New Chrysler is represented by George Mykulak, Esq., Robert D.
Cultice, Esq., NICOLE Felt, ESQ., PETER J. MacDonald, Esq. --
george.mykulak@wilmerhale.com , robert.cultice@wilmerhale.com ,
nicole.feit@wilmerhale.com and peter.macdonald@wilmerhale.com --
Wilmer Cutler Pickering Hale & Dorr LLP.

                           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 LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  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.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 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 Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

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

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CIRCLE STAR: Amends Employment Agreement with Jonathan Pina
-----------------------------------------------------------
Circle Star Energy Corp. entered into an amending agreement with
G. Jonathan Pina to amend the executive employment agreement
entered into by the Company and Pina on July 11, 2011.

Pursuant to the Employment Agreement, Pina would receive 500,000
shares of common stock of the Company on the Effective Date,
500,000 Common Shares on the 12 month anniversary of the Effective
Date, and 500,000 Common Shares on the 24 month anniversary of the
Effective Date.  The Amending Agreement modifies the vesting of
the Common Shares, whereby Pina will receive 1,000,000 Common
Shares on the 12 month anniversary of the Effective Date and
500,000 Common Shares on the 24 month anniversary of the Effective
Date.

Pina and the Company have rescinded and cancelled the original
issuance of the 500,000 Common Shares issued on the Effective
Date.

The Common Shares will not be registered under the United States
Securities Act of 1933, as amended, or the laws of any state of
the United States.  Accordingly, the Common Shares are "restricted
securities" and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.  The Common
Shares will be issued pursuant to exemptions from the registration
requirements of the Securities Act provided by Section 4(2)
thereof.

                         About Circle Star

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

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

The Company reported a net loss of $6.46 million on $509,971 of
total revenues for the six months ended Oct. 31, 2011, compared
with a net loss of $11,172 on $0 of total revenues for the same
period a year ago.

The Company's balance sheet as of Oct. 31, 2011, showed $3.47
million in total assets, $5.84 million in total liabilities, and a
$2.37 million total stockholders' deficit.


CLARE OAKS: Lenders Require Sale of Campus by July 17
-----------------------------------------------------
Clare Oaks has agreed to market and sell its assets, including the
namesake Clare Oaks campus, according to milestones laid out in a
second interim Court order authorizing the Debtor to use cash
collateral.

The Second Interim Cash Collateral Order requires that by:

     Feb. 6, 2012        the Debtor will have received a non-
                         binding letter of intent from a potential
                         stalking horse bidder for the purchase of
                         all or substantially all assets;

     March 6, 2012       the Debtor will have received a binding
                         Letter of intent from the potential
                         stalking horse bidder;

     April 23, 2012      the Debtor will have received an asset
                         purchase agreement and filed a motion for
                         approval of bidding procedures and
                         authority to sell the assets to the
                         stalking horse bidder, subject to an
                         auction;

     June 4, 2012        the Debtor will have conducted an
                         auction;

     July 17, 2012       the Debtor will have closed the sale

The Bankruptcy Court this month signed off on the Second Interim
Order that extended Clare Oaks' authority to use cash collateral
securing obligations to Wells Fargo Bank, National Association, as
master trustee and bond trustee for series 2006 Illinois Finance
Authority Revenue Bonds (Clare Oaks Project), through a hearing
set for Jan. 24, 2012.  A prior Cash Collateral order expired on
Dec. 15.

Clare Oaks intends to finance its business operation during the
Chapter 11 case through the continued use of cash collateral as
well as postpetition financing.  The Debtor will provide adequate
protection payments and replacement liens to Wells Fargo as well
as Sovereign Bank, which issued letters of credit.

Clare Oaks is the sole member of an obligated group created by a
Master Trust Indenture dated July 1, 2006, as amended, with Wells
Fargo.  Pre-bankruptcy, Clare Oaks issued certain direct note
obligations under the Master Indenture to secure four series of
tax-exempt revenue bonds issued by the Illinois Finance Authority
aggregating $112,725,000 pursuant to two separate Bond Trust
Indentures, each dated July 1, 2006, each between the Authority
and Wells Fargo as Bond Trustee.  The Authority loaned the
proceeds of the Series 2006 Bonds to Clare Oaks.

As security for the Series 2006 Bonds, the Authority assigned and
pledged to the Bond Trustee the related Bond Obligations and
payments to be made by the Obligated Group, and certain rights of
the Authority under the Loan Agreements and payments to be made by
Debtor.  As additional security, the Debtor granted to the Master
Trustee a lien on the Debtor's leasehold estate and security
interest in certain personal property of the Debtor pursuant to a
Leasehold Mortgage and Security Agreement dated July 1, 2006.

The Series 2006C Bonds ($38,360,000) and the Series 2006D Bonds
($1,300,000) are also supported by two separate letters of credit,
issued by Sovereign Bank.  MB Financial Bank is a participant in
certain of the rights and obligations of the Bank under the L/C
Agreement.  The Debtor issued certain direct obligations under the
Master Indenture as security for the Debtor's reimbursement
obligations to the Bank arising under the L/C Agreement for
drawings under the Letters of Credit and fees relating to the
Letters of Credit.

The Debtor also issued certain direct note obligations under the
Master Indenture to secure its obligations under two interest rate
swaps related to the Series 2006C Bonds and the Series 2006D Bonds
entered into by the Debtor with Sovereign Bank.

The Debtor, as sole member of the Obligated Group is liable for
the Prepetition Loans, plus accrued but unpaid interest, fees,
costs and expenses incurred by the Bank and MB Financial pursuant
to the L/C Agreement and accrued and unpaid Swap Obligations.

To secure repayment of the Prepetition Indebtedness, the Debtor
granted to the Master Trustee a mortgage lien on and security
interest in the leased premises, a security interest in certain of
the personal property of the Debtor located on the Leased
Premises, and a security interest in all receipts, revenues,
rentals, income, insurance proceeds and other moneys derived from
the ownership and operation of the CCRC.

As of the Petition Date, the Master Trustee also holds certain
accounts and deposits pursuant to the terms of the documents
evidencing and securing the Series 2006 Bonds.  The Debtor
anticipates the Master Trustee will assert that the Debt Service
Reserve Funds are only permitted to be used to pay amounts owed
with respect to the Prepetition Indebtedness.  The Debtor does not
concede this anticipated position of the Master Trustee, but,
nevertheless, the Debtor does not intend to use the Debt Service
Reserve Funds but reserves the right to do in the future.

The Debtor maintains a general operating account and other bank
accounts, none of which are subject to a control agreement in
favor of the Master Trustee or any other party.  The Debtor
believes that, despite its failure to perfect a security interest
in such bank account, the Master Trustee will assert that some or
all of the funds in such general operating account constitute its
Cash Collateral.

The Debtor also established two escrow accounts with The Chicago
Trust Company, N.A., a Wintrust Wealth Management Company, for the
benefit of certain residents and potential residents that hold
entrance fees and option deposits received therefrom.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Sheila
King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

The United States Trustee for Region 11 has appointed five members
to the Official Unsecured Creditors Committee.

Wells Fargo, as master trustee and bond trustee, may be reached
at:

          Michael G. Slade
          WELLS FARGO BANK, NATIONAL ASSOCIATION
          MAC N9311-115
          625 Minneapolis, MN 55479
          E-mail: Michael.G.Slade@wellsfargo.com

Wells Fargo is represented by:

          Daniel S. Bleck, Esq.
          Charles W. Azano, Esq.
          MINTZ LEVIN COHEN FERRIS GLOVSKY AND POPEO PC
          One Financial Center
          Boston, MA 02111
          Telephone: (617) 542-6000
          Facsimile: (617) 542-2241
          E-mail: dsbleck@mintz.com
                  cwazano@mintz.com

               - and -

          Robert M. Fishman, Esq.
          Allen J. Guon, Esq.
          SHAW GUSSIS FISHMAN GLANTZ WOLFSON & TOWBIN LLC
          321 North Clark Street, Suite 800
          Chicago, IL 60654
          Telephone: (312) 541-0151
          Facsimile: (312) 980-3888
          E-mail: rfishman@shawgussis.com
                  aguon@shawgussis.com

Sovereign Bank, the letters of credit issuer, may be reached at:

          Naomi O'Dell
          SOVEREIGN BANK
          75 State Street, 4th Floor
          Boston, MA 02109
          E-mail: nodell@sovereignbank.com

Sovereign Bank is represented by:

          John R. Weiss, Esq.
          DUANE MORRIS LLP
          190 North LaSalle Street, Suite 3700
          Chicago, IL 60603-3433
          E-mail: jrweiss@duanemorris.com

Senior Care Development LLC, the DIP Lender, may be reached at:

          David Reis
          SENIOR CARE DEVELOPMENT LLC
          500 Mamaroneck Avenue, Suite 406
          Harrison, NY 10528
          E-mail: dries@seniorcaredevelopment.com

The DIP Lender is represented by:

          William S. Fish, Jr., Esq.
          Sarah M. Lombard, Esq.
          HINCKLEY ALLEN & SNYDER LLP
          20 Church Street
          Hartford, CT 06103
          E-mail: wfish@haslaw.com
                  slombard@haslaw.com


CLARE OAKS: U.S. Trustee Names 5-Member Creditors Committee
-----------------------------------------------------------
Patrick S. Layng, the United States Trustee for Region 11,
appointed five members to the Official Unsecured Creditors
Committee in Clare Oaks' bankruptcy case.  The Committee members
are:

          Creditor                            Representative
          --------                            --------------
      (1) PharMerica Drug Systems, LLC        Phillip A. Martin
          c/o 101 South Fifth St., 27th Fl.   pmartin@fmhd.com
          Louisville, KY 40202

      (2) Pizzo & Associates, LTD             Doug Bauer
          136 Railroad
          Leland, IL 60531

      (3) Harold Koenen                       Harold Koenen
          769 Woodland Ct.
          Bartlett, IL 60103

      (4) Tom Maguire                         Tom Maguire
          Clare Oaks - Suite 327
          827 Carillon Dr.
          Bartlett, IL 60103

      (5) Lucille Merlihan                    Lucille Merlihan
          759 Woodland Ct.
          Bartlett, IL 60103

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Sheila
King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Wins Short Extension of Schedules Filing Deadline
-------------------------------------------------------------
The Bankruptcy Court gave Clare Oaks a shorter extension of the
Debtor's deadline to file its schedules of assets and liabilities,
schedules of executory contracts and unexpired leases, and
statement of financial affairs.  The Debtor is required to file
within 14 days of the Petition Date, among other documents, its
Schedules and Statements.  Accordingly, the Schedules and
Statements were due Dec. 19, 2011.  The Debtor sought a 45-day
extension, to and including Feb. 2, 2012.  The Court, however,
extended the filing date to Jan. 11.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Sheila
King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Sec. 341 Creditors' Meeting Set for Jan. 13
-------------------------------------------------------
The United States Trustee for Region 11 will a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in Clare
Oak's case on Jan. 13, 2012 at 1:30 p.m. at 219 South Dearborn,
Office of the U.S. Trustee, 8th Floor, Room 804, in Chicago.

The Debtor's representative must be present at the meeting to be
questioned under oath by the U.S. Trustee and by creditors.
Creditors are welcome to attend, but are not required to do so.

The last day to object to dischargeability is March 13, 2012.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the
Debtor's counsel.  North Shores Consulting serves as the Debtor's
operations consultant.  Continuum Development Services and Alvarez
& Marsal Healthcare Industry Group LLC serve as advisors.  Sheila
King Marketing + Public Relations serves as communications
advisors.  In its petition, Clare Oaks estimated $100 million to
$500 million in assets and debts.  The petition was signed by
Michael D. Hovde, Jr., president.

The United States Trustee for Region 11 has appointed five members
to the Official Unsecured Creditors Committee.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLEAN BURN: Perdue BioEnergy Wants Case Converted to Chapter 7
--------------------------------------------------------------
Perdue BioEnergy LLC asks the U.S. Bankruptcy Court for the Middle
District of North Carolina to convert Clean Burn Fuels LLC's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

Perdue is a defendant in an adversary proceeding in which the
Debtor seeks, among other things, to avoid Perdue's claimed
ownership of corn feedstock that was to be used in the operation
of the Debtor's ethanol facility.

Perdue says the conversion of the Debtor's case to Chapter 7 and
the appointment of a Chapter 7 trustee will insure that an
independent fiduciary will be present to make the decisions for
the estate in regard to the adversary proceeding.  Perdue relates
that on the Petition Date, Debtor had no corporate officers
willing to undertake and manage the responsibilities of pursuing a
Chapter 11 reorganization.

In addition, Perdue says a Chapter 7 trustee would have only one
set of professionals instead of the double set of professionals
under Chapter 11 -- one law firm for the Debtor and another for
the Creditors' Committee.

Also, the Debtor's officers are not functionally engaged in
performing their fiduciary duties, have resigned or abandoned the
performance of their fiduciary duties, and are now the target of
potential claims being currently reviewed by the Creditors'
Committee.  All of these functions could be handled more
efficiently by a Chapter 7 trustee, Perdue avers.

Perdue adds that substantially all of the Debtor's real and
personal property (except for cash held by the estate) are now
under the control of a state-court appointed receiver.
Accordingly, the Debtor has no assets or business left to
reorganize, leaving no purpose for confirmation of a Chapter 11
plan and leaving no reason for unsecured creditors such as Perdue
to bear the costs of completing a plan process.

The Debtor has also failed to file a plan and disclosure statement
by the Aug. 1, 2011 deadline set by the Court, according to
Perdue.

Counsel for Perdue BioEnergy, LLC, may be reached at:

         Gregory B. Crampton, Esq.
         Kevin L. Sink, Esq.
         NICHOLLS & CRAMPTON, P.A.
         Raleigh, NC 27619
         Tel: (919) 781-1311

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEARWIRE CORP: Mount Kellett Owns 5.1% of Class A Common Shares
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mount Kellett Capital Management LP disclosed that, as
of Dec. 16, 2011, it beneficially owns 23,260,000 shares of Class
A common stock of representing 5.1% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/pYXJUL

                    About Clearwire Corporation

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

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company also reported a net loss attributable to Clearwire
Corporation of $480.48 million on $891.59 million of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
attributable to Clearwire of $359.42 million on $359.95 million of
revenue for the same period a year ago.

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

                          *     *     *

As reported by the TCR on Nov. 25, 2011, 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 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."


CNS RESPONSE: Incurs $8.8 Million Net Loss in Fiscal 2011
---------------------------------------------------------
CNS Response, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$8.86 million on $745,900 of revenue for the year ended Sept. 30,
2011, compared with a net loss of $8.17 million on $638,500 of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $370,000 in
total assets, $11.79 million in total liabilities and a $11.42
million total stockholders' deficit.

Cacciamatta Accountancy Corporation, in Irvine, Calif., noted in
its report on the Company's 2011 financial results that the
Company's recurring losses from operations and net capital
deficit, raise substantial doubt about its ability to continue as
a going concern.

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

                        http://is.gd/UMJi0U

                         About CNS Response

Aliso Viejo, Calif.-based CNS Response, Inc., is a cloud-based
neurometric company focused on analysis, research, development and
the commercialization of a patented platform which allows
psychiatrists and other physicians to exchange outcome data
referenced to electrophysiology.  With this information,
physicians can make more informed decisions when treating
individual patients with behavioral (psychiatric and/or addictive)
disorders.  The Company's secondary Clinical Services business,
operated by its wholly-owned subsidiary, Neuro-Therapy Clinic
("NTC"), is a full service psychiatric clinic.


COMSTOCK MINING: Board Grants 4MM Restricted Shares to Employees
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Comstock
Mining Inc. granted an aggregate of 4,710,000 shares of restricted
stock to employees of the Company including 2,850,000 Performance
Awards to the Company's named executive officers for 2012 under
the Comstock Mining Inc. 2011 Equity Incentive Plan.  These grants
are consistent with the compensation philosophy vesting only upon
completion regarding performance criteria set forth in the
Company's proxy statement for the 2011 annual meeting of
shareholders at which the shareholders approved the Plan up to
6,000,000 shares and with the performance criteria described in
Mr. DeGasperis' employment agreement dated April 2010.

The Performance Awards granted to each recipient will vest, so
long as each recipient is still employed by the Company at each
relevant time and if the following company-wide performance
objectives have been met:

   (i) 20% upon the certification by the Committee of the
       attainment of both the validation of qualified resources
       and reserves aggregating to at least 1,000,000 ounces of
       gold equivalent and completion of the first metal pour from
       the mining operations;

  (ii) 20% upon the certification by the Committee of the
       attainment of both the validation of qualified resources
       and reserves aggregating to at least 1,500,000 ounces of
       gold equivalent and the completion of three months of
       consecutive mining operations at an annual production rate
       of 15,000 ounces of gold equivalent;

(iii) 20% upon the certification by the Committee of the
       attainment of both the validation of qualified resources
       and reserves aggregating to at least 2,000,000 ounces of
       gold equivalent and the completion of three months of
       consecutive mining operations at an annual production rate
       of 17,500 ounces of gold equivalent; and

  (iv) the remaining 40% upon the certification by the Committee
       of the attainment of both the validation of qualified
       resources and reserves aggregating to at least 3,250,000
       ounces of gold equivalent and the completion of three
       months of consecutive mining operations at an annual
       production rate of 20,000 ounces of gold equivalent.  If a
       change in control of the Company occurs, then the
       Performance Awards would vest immediately.  In addition,
       for certain executives of the Company, following the date
       on which the recipient's employment is terminated by the
       Company under certain conditions, the portion of the
       Performance Awards that would vest upon achieving the next
       objective will vest.  Any portion of the Performance Awards
       that do not vest by Dec. 21, 2016, will be forfeited.

The grants made to the named executive officers are as follows:
Corrado DeGasperis, 2,750,000 shares of restricted stock; and Mark
A. Jewett, 100,000 shares of restricted stock.  The Company
intends to register certain shares granted under the Performance
Awards for resale to allow executives to sell a sufficient number
of shares to pay any tax obligation at the time of vesting.

                       About Comstock Mining

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

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

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

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


CRYSTALLEX INT'L: Obtains Order for CCAA Protection
---------------------------------------------------
Crystallex International Corporation has obtained an order from
the Ontario Superior Court of Justice (Commercial List) for
protection under the Companies' Creditors Arrangement Act (Canada)
(CCAA).  Ernst & Young Inc. was appointed monitor under the order.
Subject to the order, proceedings by creditors and others cannot
be continued or commenced without the consent of the Company and
the monitor, or leave of the court.

As previously announced, management of the Company has been
exploring financing alternatives for some time, including a $120
million private placement disclosed on Oct. 11, 2011, in order to
deal with the liquidity crisis resulting from the $100 million
senior unsecured notes issued by the Company maturing on the date
hereof.  Although the Company has received proposals, none have
been satisfactory and discussions continue.  The order obtained
today permits Crystallex to remain in possession and control of
its property, carry on its business and retain employees while the
Company obtains additional time to pursue its arbitration with the
Bolivarian Republic of Venezuela and complete financings in order
to enable all its creditors to be paid in full.

The Company currently has cash and cash equivalents and other
assets that are expected to be sufficient to fund its obligations
and budgeted expenditures until it obtains debtor-in-possession
financing.  The Company is currently pursuing DIP financing in
amounts sufficient to continue to finance the Company through the
CCAA proceedings.  Crystallex has received expressions of interest
from several parties who are interested in providing DIP financing
and intends to conclude negotiations for a DIP financing facility
within the next few weeks.

Effective no later than Dec. 28, 2011, court filed documents and
other information regarding the CCAA proceedings will be available
on the Company's website at www.crystallex.com and on the
monitor's website at http://www.ey.com/ca/crystallex/

Other Matters

Crystallex has been informed that the arbitral tribunal for its
claim against the Bolivarian Republic of Venezuela with respect to
the Las Cristinas Project has agreed upon a schedule of written
submissions from the parties and has set a hearing date of
Nov. 11, 2013.  The Company is diligently advancing its
arbitration claim, while remaining receptive to settlement
alternatives with Venezuela.  The Company will continue to
vigorously pursue this claim while it remains under creditor
protection.

On Dec. 7, 2011, the Toronto Stock Exchange determined that the
Company did not meet the Original Listing Requirements of the
Exchange and that the Company's shares will be delisted effective
at the close of market on Jan. 6, 2012.  Management has no current
intentions to pursue alternative exchange listing options.
Crystallex shares will continue to trade in the US on the OTCQB
market.

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.


CYCLONE POWER: Inks Pact to Acquire Advent for 1.5-Mil. Shares
--------------------------------------------------------------
Cyclone Power Technologies Inc. has signed a definitive agreement
to acquire the assets and business of Advent Power Systems, Inc.,
Cyclone's exclusive military licensee since 2006.  Advent is
currently a prime contractor with the U.S. Army/Tank Command
(TACOM) in a Phase I project utilizing Cyclone's engine technology
to build a prototype 10kW auxiliary power unit for use in U.S.
combat vehicles.

The purchase price for the acquisition is 1.5 million shares of
Cyclone common stock.  Under the agreement, Cyclone will fully
assume the $1.4 million Army contract, key agreements with several
of the project's sub-contractors, and all opportunities in the
Advent pipeline, among other valuable assets.  As a result of
efficiencies in contract administration and management, Cyclone
expects to enhance profitability and pick-up approximately
$450,000 in additional revenue from this contract over the next
six to nine months.  Cyclone will also become the prime contractor
of record eligible for Phase II awards through the Department of
Defense.

With over 40 years of extensive industry experience and contacts,
Dr. Phil Myers, CEO of Advent, will be engaged as a consultant to
Cyclone over the next twelve months, assisting in the contract
transition process and procurement of other defense awards
internationally.  Dr. Myers is a former U.S. Air Force Engineering
officer, and holds an Industrial and Systems Engineering Degree
and M.B.A. from Ohio State, as well as a doctorate from the
Harvard Business School, specializing in the management of
advanced technology companies.

Dr. Myers commented, "I'm very pleased to be joining forces more
closely with Cyclone, a company that I've worked with and
respected immensely over the last five years.  I believe that this
transaction will be highly beneficial to the successful completion
of our U.S. Army contract, and will help attract new customers and
strategic partners to Cyclone?s revolutionary engine technology."

Christopher Nelson, President of Cyclone, commented, "The
acquisition of Advent is an important financial and strategic
development for Cyclone. With this purchase we will generate
increased revenue from our current contract, and going forward, we
will be able to pursue direct contracts with the military.
Moreover, bringing on Dr. Myers and his talented team of advisors
to help secure additional awards is a big plus.  We look forward
to working side-by-side with them in the year ahead."

The Advent acquisition is subject to standard closing conditions,
and is expected to close in the first quarter of 2012.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.2 million on $250,000 of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $447,016 on $202,375 of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $3.8 million in total liabilities, and a
stockholders' deficit of $2.6 million.

The Company incurred substantial operating losses for the nine
months ended Sept. 30, 2011, of $2.7 million.  The cumulative
deficit since inception is approximately $45.2 million, which is
comprised of $13.8 million attributable to operating losses, and
$31.4 million in non-cash derivative liability accounting.  The
Company has a working capital deficit at Sept. 30, 2011, of
approximately $2.3 million.

"There is no guarantee whether the Company will be able to
generate enough revenue and/or raise capital to support its
operations," the Company said in the filing.  "This raises
substantial doubt about the Company's ability to continue as a
going concern."

   
DELTA PETROLEUM: Meeting to Form Creditors Committee on Dec. 30
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting of creditors of Delta Petroleum
Corporation on Dec. 30, 2011, at 11:00 a.m.  The meeting will be
held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 2112
   Wilmington DE 19801

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

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

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

                     About Delta Petroleum

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
independent oil and gas company engaged primarily in the
exploration for, and the acquisition, development, production, and
sale of, natural gas and crude oil.  Natural gas comprises over
90% of Delta's production services.  The core area of its
operations is the Rocky Mountain Region of the United States,
where the majority of the proved reserves, production and long-
term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DGI SERVICES: Hit With Involuntary Chapter 7 Petition
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DGI Services LLC, a provider of direct-marketing
printing services, was hit last week with an involuntary Chapter 7
petition (Bankr. D. N.J. Case No. 11-46042) filed by nine
creditors saying they are collectively owed more than $6 million.

The report relates that in a lawsuit by one of the creditors, a
U.S. district judge in New York enjoined DGI on Dec. 7 from
transferring proceeds of asset sales.  According to a court
filing, DGI sold assets two days earlier and is to be paid between
$11.8 million and $14 million.

According to the report, at the request of the creditors, a
bankruptcy judge in Camden, New Jersey, scheduled a hearing Dec.
28 to decide whether a trustee should be appointed even before DGI
is officially in bankruptcy. The creditors contend there is a
danger the assets will be dissipated.

The report relates that the creditors, in support of their
argument for a trustee, described in court papers how the
company's principal Dean Topolinski or a company he controls
received $4.6 million in consulting fees between April 2010 and
September 2011.


ELM STREET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Elm Street Partners, LLC
        415 7th Street
        Santa Monica, CA 90402

Bankruptcy Case No.: 11-61720

Chapter 11 Petition Date: December 21, 2011

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

Judge: Thomas B. Donovan

Debtor's Counsel: Leslie Richards, Esq.
                  LAW OFFICES OF LESLIE RICHARDS PC
                  15205 Burbank Boulevard, Suite A
                  Sherman Oaks, CA 91411
                  Tel: (818) 997-9955
                  Fax: (818) 997-9965
                  E-mail: ladylaw@leslierichards.com

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

Estimated Debts: Not Stated

The petition was signed by Denis Hann, managing member of Queenie
Properties, LLC, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jeffrey Segal                      Legal Fees              $90,000
9200 West Sunset Boulevard, 9th Floor
Los Angeles, CA 90069

The Floor Club                     Fees                    $19,938
8431 Canoga Avenue, Suite A
Canoga Park, CA 91304

IZ Construction, Inc.              Fees                    $12,963
12165 Branford Street #Q
Sun Valley, CA 91352

Emanuel Napolitano                 Fees                    $12,400

Imperial Windows & Doors           Fees                    $10,490

KCE Matrix                         Fees                     $8,222

AJ Plumbing                        Fees                     $7,600

Steve Revit                        Legal Fees               $6,900

Altered Glass, Inc.                Association Dues         $6,168

Allen Robert Block                 Legal Fees               $4,500

Sign Zone                          Fees                     $4,014

MC Landcorp                        Fees                     $3,365

Laura Schwartz Design              Fees                     $3,200

Sandra Gottlieb                    Legal Fees               $3,000

Tycho Services                     Fees                     $2,431

Veneklasen Associates              Fees                     $2,350

Performance Elevator               Fees                     $1,623

NE Design                          Fees                     $1,326

JZ Terrazzo                        Fees                     $1,264

Rick?s Gate Works                  Fees                       $882


EMPIRE RESORTS: MRMI Signs Option Agreement with EPT Concord
------------------------------------------------------------
Empire Resorts, Inc., and Entertainment Properties Trust announced
that subsidiaries of the companies have finalized terms of an
option agreement, whereby Empire's subsidiary, Monticello Raceway
Management, Inc., has the right to lease a parcel of land owned by
EPR's subsidiary, EPT Concord, II, LLC, for future development of
a new regional destination casino resort, hotel and harness
racetrack at the site of the former Concord Resort.  MRMI has made
a payment in the amount of $750,000 to EPT Concord in
consideration for the granting of this option.

The option agreement defines the land parcel to be leased by MRMI
and the economic terms of the lease, which the parties expect to
execute after site plan approvals are obtained from local
authorities and other conditions are met in the summer of 2012.
The proposed development is a central component of a comprehensive
master plan which is being developed by Hart Howerton as Master
Planner for the development.  The larger project is expected to
include the casino resort, hotel and racetrack, as well as a golf
course, specialty lodging, complementary retail, and other
entertainment and recreational uses, along with new residential
communities.

A Master Development Agreement will be finalized during the first
half of 2012.

David Brain, President and CEO of EPR commented, "We are excited
to share this news as it demonstrates meaningful progress in
Sullivan County and is an important step toward realizing our
vision for the Concord Resort."

Emanuel Pearlman, Chairman of the Board of Directors of Empire and
MRMI concluded, "This is an important milestone that brings us
closer to the creation of over a thousand well-paying jobs at the
Concord Resort property.  We are very pleased to be associated
with the management team at Entertainment Properties Trust.  Our
respective companies expect at least a $600 million investment in
the initial phase and share a passionate commitment to deliver a
comprehensive resort development of which Sullivan County and the
State of New York will be proud."

                        About Empire Resorts

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

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

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

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


EOS PREFERRED: Board Declares Fourth Quarter Dividend
-----------------------------------------------------
The Office of the Comptroller of the Currency provided
authorization to Aurora Bank permitting its operating subsidiary,
EOS Preferred Corporation, to declare and pay a quarterly dividend
to its shareholders, provided those dividends be declared no later
than Dec. 30, 2011, and be paid no later than Jan. 31, 2012.

Accordingly, the Board of Directors of EOS declared on Dec. 21,
2011, a dividend payable on Jan. 12, 2012, for the quarter ended
Dec. 31, 2011, to holders of record on Jan. 5, 2012, of each of
EOS's: (1) 8.50% Non-Cumulative Exchangeable Preferred Stock,
Series D, in the amount of $0.53125 per share; and (2) 8.00%
Cumulative Preferred Stock, Series B, in the amount of $20.00 per
share per cumulative quarter for the third and fourth calendar
quarters of 2011.

Any future dividends will be payable only when, as and if declared
by the Board of Directors.  The terms of the Series D preferred
stock provide that dividends on the Series D preferred stock are
not cumulative and if no dividend is declared for a quarterly
period, the holders of the Series D preferred stock will have no
right to receive a dividend for that period, and EOS will have no
obligation to pay a dividend for that period, whether or not
dividends are declared and paid for any future period.

In order to continue to qualify as a real estate investment trust
under the Internal Revenue Code of 1986, as amended, EOS generally
is required each year to distribute to its stockholders at least
90% of its net taxable income, excluding net capital gains.  As a
REIT, EOS generally is not required to pay federal income tax if
it continues to meet this and a number of other requirements.

                        About EOS Preferred

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

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

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

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


EPICEPT CORP: Wins OK to Initiate Amiket Phase III Development
--------------------------------------------------------------
EpiCept Corporation announced that at a meeting earlier this week
with the U.S. Food and Drug Administration, the Company was
granted permission to initiate immediately the Phase III clinical
development of AmiKet. AmiKet (4% amitriptyline, 2% ketamine) is a
prescription topical cream intended for the treatment of
chemotherapy-induced peripheral neuropathy (CIPN) following
taxane-based therapy.

Jack Talley, EpiCept President and CEO, commented, "The guidance
we received from the FDA during our End of Phase II meeting will
permit a quick initiation of AmiKet's remaining clinical
development required for a new drug application (NDA).  Every
year, millions of cancer survivors suffer from the effects of
their chemotherapy, and no treatment is yet approved to treat
CIPN.  AmiKet represents a potentially significant benefit to
patients suffering from this painful indication, and may address
an unmet medical need that is well recognized."

The FDA indicated that a CIPN treatment protocol submitted by the
Company will be reviewed expeditiously for a Special Protocol
Assessment (SPA).

The Company has submitted its draft meeting minutes for FDA
concurrence and upon receipt of the FDA official meeting minutes
will provide more details regarding the clinical and non-clinical
package required prior to an NDA filing.

                    About EpiCept Corporation

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

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

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

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


FILENE'S BASEMENT: Pegs Trinity Place's Book Value at $18.2MM
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC filed
their definitive lists of assets and debt last week.  The report
relates that Syms said assets are $202.6 million, with debt
totaling $68.3 million. Filene's listed assets of $90.3 million
against debt of $83.8 million.

The report notes that the lists don't give a full picture of the
companies' financial conditions because the asset and debt totals
don't include what the schedules call "undetermined amounts."  The
real estate at 42 Trinity Place in lower Manhattan was listed as
having a book value of $18.2 million. The total book value of real
estate on the Syms schedules is $63.3 million.

               About Filene's Basement & Syms Corp.

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
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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.


FNB UNITED: Amends 10.4 Million Common Shares Offering
------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission amendment no. 1 to Form S-1 registration statement
relating to the offer and sale of up to 10,462,631 shares of the
Company's common stock, no par value per share, by Auda Capital IV
Co-Investment Fund L.P., CCF-FNBN, LLC, CFIG Worth SPV, LLC, et
al., which includes 22,072 shares of common stock issuable upon
exercise of a warrant to purchase common stock issued to the
United States Department of the Treasury, or the Treasury, on Oct.
21, 2011.  The Company refers to such warrant as the Amended TARP
Warrant.  The Company issued the common stock and the Amended TARP
Warrant as part of its Recapitalization.  The Company is
registering the resale of the common stock as required by the
exchange agreement the Company entered into with the Treasury and
the subscription agreements the Company entered into with the
other Selling Shareholders.

The Selling Shareholders may sell all or a portion of the common
stock from time to time, in amounts, at prices and on terms
determined at the time of the offering.

The Company will not receive any proceeds from the sale of the
common stock by the Selling Shareholders.

On Oct. 31, 2011, the Company effected a one-for-one hundred
reverse stock split of its common stock.  All share numbers and
per share prices in this prospectus reflect the one-for-one
hundred reverse stock split, unless otherwise indicated.

The Company's common stock is traded on The Nasdaq Capital Market,
or Nasdaq, under the symbol "FNBN."  On Dec. 22, 2011, the closing
price of the Company's common stock on Nasdaq was $11.51 per
share.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/DqaQ0o

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011, and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company also reported a net loss of $106.61 million on
$44.01 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $83.34 million on
$64.40 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.64 billion in total assets, $1.77 billion in total liabilities,
and a $129.93 million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


FRANCISCAN COMMUNITIES: Has $4.5 Million Final Loan Approval
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Franciscan Communities St. Mary of the Woods Inc.
received final approval on Dec. 23 to borrow $4.5 million.
The lender is Franciscan Sisters of Chicago Service Corp., the
ultimate owner and manager of the not-for-profit community.

                     About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP.
Wells Fargo Bank, N.A., as Master Trustee, is represented by
Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., and John R. Weiss, Esq., at Duane Morris LLP.
Sovereign Bank, provider of the Debtor's letter of credit
facility, is also represented by John R. Weiss, Esq., at Duane
Morris LLP.


GELTECH SOLUTIONS: Issues $89,000 Promissory Notes to Executives
----------------------------------------------------------------
GelTech Solutions, Inc., on Dec. 20, 2011, issued Michael Cordani,
the Company's Chief Executive Officer and Chairman of the Board of
Directors, and Joe Ingarra, the President and a director of the
Company, promissory notes (payable on demand) in connection with
loans of $10,000 and $29,380, respectively.

On Dec. 21, 2011, the Company issued Michael Hull, the Company's
Chief Financial Officer, a 60-day promissory note in connection
with a $50,000 loan.  As additional consideration for the loan,
the Company reduced the exercise price of 150,000 stock options
held by Mr. Hull from $1.95 to $0.60 per share.

                      About GelTech Solutions

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

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

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

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


GENTA INC: Has 1.19 Billion Outstanding Common Shares
-----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of Dec. 23, 2011, is 1,193,545,637.

                      About Genta Incorporated

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

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

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

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

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

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

                        Bankruptcy Warning

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


GRAYMARK HEALTHCARE: Fails to Comply with NASDAQ Bid Price Rule
---------------------------------------------------------------
Graymark Healthcare, Inc., on Dec. 21, 2011, received a letter
from The NASDAQ Stock Market LLC advising that for the previous 30
consecutive business days, the bid price of the Company's common
stock had closed below the minimum $1.00 per share requirement for
continued inclusion on the NASDAQ Capital Market pursuant to
NASDAQ Marketplace Rule 5550(a)(2).  This notification has no
effect on the listing of the Common Stock at this time.

NASDAQ stated in its letter that in accordance with NASDAQ
Marketplace Rule 5810(c)(3)(A), the Company will be provided 180
calendar days, or until June 18, 2012, to regain compliance with
the minimum bid price requirement.  The NASDAQ letter also states
that if, at any time before June 18, 2012, the bid price of the
Common Stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, the NASDAQ staff will provide the
Company with written notification that it has achieved compliance
with the minimum bid price requirement.

If the Company does not regain compliance with the minimum bid
price requirement by June 18, 2012, the NASDAQ staff will provide
the Company with written notification that the Common Stock will
be delisted from the NASDAQ Capital Market.  At that time, the
Company may appeal the delisting determination to a NASDAQ
Listings Qualifications Panel pursuant to applicable NASDAQ rules
if the Common Stock satisfies all criteria, other than compliance
with the minimum bid price requirement, for initial inclusion on
such market.  In such event, the NASDAQ Marketplace Rules provide
that the Company will be afforded an additional 180 calendar days
to comply with the minimum bid price requirement while listed on
the NASDAQ Capital Market.

If the Company decides to implement a reverse stock split, the
split must be complete no later than ten business days prior to
Aug. 3, 2011 in order to regain compliance.

                     About Graymark Healthcare

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

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

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

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


GREENMAN TECHNOLOGIES: Extends Maturity of $2MM Credit to April 1
-----------------------------------------------------------------
American Power Group, Inc., a wholly owned subsidiary of GreenMan
Technologies, Inc., agreed to extend the maturity of APG's
$2,000,000 working capital line of credit with Iowa State Bank
from Dec. 2, 2011, until April 1, 2012.  As a condition to the
extension, APG agreed to pay the Bank approximately $12,000 of
interest accrued through Dec. 19, 2011, and agreed to make further
monthly interest payments commencing on Jan. 2, 2012, through
maturity.  The Bank also agreed to extend the maturity of a
separate promissory note dated June 14, 2011, in the principal
amount of $250,000, from Nov. 28, 2011, until April 1, 2012, on
the same terms.

As partial collateral for the Credit Facility, the Company had
issued 2,000,000 shares of its common stock to the Bank.  Under
the original terms of the Credit Facility, these shares were to be
returned to the Company, without consideration, at such time as
all obligations under the Credit Facility had been satisfied and
the Bank has no further obligations to make advances under the
Credit Facility.  In connection with the extension, the Bank
agreed to surrender the 2,000,000 shares of common stock to the
Company for cancellation and the Company and the Bank entered into
a stock transfer agreement.  The stock transfer agreement provides
that, if APG and the Company fail to pay any portion of the
principal balance outstanding under the Credit Facility, or any
interest accrued thereon, when due, the Company will issue to the
Bank that number of shares of common stock which is equal in value
to the outstanding balance of under the Credit Facility, including
the accrued but unpaid interest thereon.  For purposes of
determining the number of shares of common stock to be issued
under the stock transfer agreement, the value of the Company's
common stock will be deemed to be the closing price of the common
stock on the date of such Payment Default.  In no event, however,
will the Company be obligated to issue more than 2,000,000 shares
of the common stock under the stock transfer agreement.

                    About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, expressed substantial doubt about GreenMan
Technologies' ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2010.
The independent auditors noted that the Company has continued to
incur substantial losses from operations, has not generated
positive cash flows and has insufficient liquidity to fund its
ongoing operations.

The Company also reported a net loss of $5.02 million on $2.86
million of net sales for the nine months ended June 30, 2011,
compared with a net loss of $4.45 million on $998,000 of net sales
for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $6.25 million
in total assets, $7.81 million in total liabilities, and a
$1.56 million stockholders' deficit.


GRUBB & ELLIS: Robert McLaughlin Resigns from Board of Directors
----------------------------------------------------------------
Robert McLaughlin resigned from the Board of Directors of Grubb &
Ellis Company for personal reasons, on Dec. 19, 2011.

At the time of his resignation, Mr. McLaughlin, 78 years old, was
the Chairman of the Company's Audit Committee and a member of the
Company's Compensation Committee.  Mr. D. Fleet Wallace will
replace Mr. McLaughlin as the Chairman of the Company's Audit
Committee and the Compensation Committee will now be comprised of
two directors, Mr. Fleet Wallace and Mr. Rodger Young.

Mr. McLaughlin had been nominated for election as a director at
the Company's annual meeting of shareowners, which is scheduled
for Dec. 29, 2011.  As disclosed in the Company's Proxy Statement
dated Dec. 6, 2011, in connection with the Annual Meeting, in the
event that any director nominee becomes unable or unwilling to
serve, the shares represented by any proxies that are submitted
will be voted for the election of such other person as the board
of directors may recommend in his place.

                    About Grubb & Ellis Company

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

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

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

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

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


HERCULES OFFSHORE: Court OKs Distribution of 14.1MM Common Shares
-----------------------------------------------------------------
As previously disclosed, on April 27, 2011, Hercules Offshore,
Inc., completed the previously announced acquisition of assets
from Seahawk Drilling, Inc., and certain of its subsidiaries.  The
assets acquired primarily consisted of 20 jackup rigs located in
the U.S. Gulf of Mexico and related equipment, accounts receivable
and certain contractual rights.  The purchase price for the
acquisition was funded by the issuance of approximately 22.3
million shares of Hercules Offshore common stock and cash
consideration of approximately $25 million, subject to post-
closing adjustments.  These post-closing adjustments resulted in a
net reduction of 256,459 shares in the share component of the
purchase price.

A Chapter 11 bankruptcy plan of reorganization of Seahawk and the
other sellers was approved on Sept. 27, 2011, by the U.S.
Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division.  In October 2011, approximately 5.3 million
shares of our common stock were distributed to certain lenders of
Seahawk.

On Dec. 22, 2011, the Bankruptcy Court approved a motion to allow
an initial distribution of approximately 14.1 million shares of
the Company's common stock that had been reserved and held in
escrow for the benefit of the holders of claims under the Seahawk
Plan.  Accordingly, these shares will be released to certain
parties entitled to such shares in accordance with the order of
the Bankruptcy Court and will be subject to resale on the Nasdaq
market or in other transactions, as further described below.

The Company believes that the issuance of the shares of its common
stock as part of the distribution, as provided in the Seahawk Plan
and various court orders, will be made in accordance with
Bankruptcy Code Section 1145.  Accordingly, in general, recipients
of these shares of common stock are expected to be able to resell
the securities so received without registration, subject to
certain exceptions for an affiliate or underwriter and otherwise
as provided under Bankruptcy Code Section 1145.  Recipients of
such shares are advised to consult with their own legal advisors
as to the availability of any exemption from registration under
applicable law in any given instance and as to any applicable
requirements or conditions to such availability, and the Company
makes no representations concerning the right of any person to
trade in the shares of the Company's common stock issued under the
Seahawk Plan.

Approximately 2.7 million shares of the Company's common stock
will remain in escrow under the Seahawk Plan after the initial
distribution.  These shares are subject to future distribution in
accordance with the Seahawk Plan and as may be approved by the
Bankruptcy Court.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.

The Company also reported a net loss of $54.64 million on $492.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $50 million on $460.06 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.05
billion in total assets, $1.12 billion in total liabilities and
$928.65 million in total stockholders' equity.

                          *     *      *

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


IDO SECURITY: Effects a 1-for-3,000 Reverse Stock Split
-------------------------------------------------------
IDO Security Inc. announced that the previously disclosed reverse
stock split was effected on Dec. 16, 2011, on a 1-for-3,000 basis.
In connection with the reverse stock split, the Company's
Certificate of Incorporation was amended such that the Company's
issued and outstanding common stock, par value $0.001 per share
and the Series A Cumulative Convertible Preferred Stock.  Par
value $0.001 per share, as well as the Company's authorized but
unissued capital, was proportionately reduced.

Immediately following the reverse stock split, there are issued
and outstanding 17,548,120 shares of Common Stock and 36.4046
shares of Series A Preferred Stock, and the Company's authorized
share capital was proportionately reduced to 20,006,667 shares, of
which 20,000,000 are Common Stock and 6,667 are Preferred Stock.

In the quarterly report on Form 10-Q for the three months ended
Sept. 30, 2011, which the Company filed on Nov. 21, 2011, the
Company disclosed that The Depository Trust Company, a subsidiary
of The Depository Trust & Clearing Corporation which provides
custody and asset servicing for 3.6 million securities issues from
the United States and 121 other countries and territories and
enables "book-entry" changes to ownership of those securities,
applied a "chill" on the use of the DTC electronic stock transfer
system for privately issued shares of the Company's common stock.
The Company continues in its efforts to resolve the chill.  Until
the chill is resolved, the DTC action is likely to make it more
difficult and more costly for the Company to obtain new sources of
capital. The Company's failure to obtain adequate additional
financing would require the Company to delay, curtail or scale
back some or all of its operations, hinders its ability to
implement its business plans and could jeopardize its ability to
continue its business.

                        About IDO Security

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

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

The Company 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.


JENNE HILL: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jenne Hill Townhomes, L.L.C.
        620 Tradewinds Parkway
        Columbia, MO 65203

Bankruptcy Case No.: 11-22129

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Bryan Bacon, Esq.
                  VAN MATRE HARRISON HOLLIS & TAYLOR P.C.
                  1103 E. Broadway
                  P.O. Box 1017
                  Columbia, MO 65201
                  Tel: (573) 874-7777
                  Fax: (573) 875-0017
                  E-mail: bryan@vanmatre.com

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

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

The petition was signed by Fredd Spencer, manager.

Debtor's List of Its four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Braik Brothers                     Business Debt           $16,500
620 N. Trade Winds Parkway
Columbia, MO 65201

Superior Irrigation                Business Debt            $3,880
2450 Trails West Avenue
Columbia, MO 65202

Larry Harding                      Business Debt              $420
3101 Jenne Hill Drive
Columbia, MO 65202

Shawnae Wintermote                 Business Debt              $105


LEHMAN BROTHERS: Barclays, BofA Sued Over Breach of Archstone Pact
------------------------------------------------------------------
Lehman Brothers Holdings Inc. filed a motion seeking authority
from Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York to exercise its right of first
offer to purchase Bank of America Corp.'s and Barclays Plc's
stake in apartment owner, Archstone.

The move comes after the two banks struck a deal to sell 26.5% of
Archstone to Equity Residential and granted the latter an option
to buy the second half of their stake in the apartment owner for
$1.33 billion.

Lehman has the right of first offer to purchase the banks' stake
in Archstone pursuant to the terms of their agreement reached in
December of last year, according to court papers.

Lehman lawyer, Jacqueline Marcus, Esq., at Weil Gotshal & Manges
LLP, in New York, said the offer from Equity Residential
"materially undervalues Archstone" given the current market value
for the apartment owner's assets and platform.

Ms. Marcus also expressed concern that the sale of the banks'
stake to Equity Residential might result in the displacement of
Archstone's management team.

The motion is set to be heard on January 11, 2012, before Judge
James Peck of the U.S. Bankruptcy Court for the Southern District
of New York.

Earlier reports said that Lehman will seek approval from the
bankruptcy judge to use $1.3 billion of the estate's money to
increase its stake in Archstone.  It was also reported that the
company is in talks with investors including Blackstone Group LP
and Brookfield Asset Management Inc. to raise about $2.6 billion
to buy the stake in Archstone.

Lehman, which currently owns 47% of Archstone, acquired the
apartment owner in a $22 billion leveraged buyout with Tishman
Speyer Properties LP.

As of September 30, Archstone had stakes in about 428 apartment
complexes with about 74,000 units.  The total comprises 179
properties with about 60,000 units in the U.S. and 249 sites with
about 14,000 units in Germany, according to a December 16 report
by Bloomberg News.

                  No Price Determination Yet

Andrew McCulloch, senior analyst at Green Street Advisors Inc.,
said that should Lehman buy half the stake held by the banks,
Equity Residential probably would bid at least $1.45 billion for
the second half to maximize its potential breakup fee of
$80 million under the purchase agreement.

Mr. McCulloch said they are placing "a very high probability on
EQR bidding for the remaining 26.5% stake."  He further said that
Equity Residential would have about 30 days -- until late
February -- after Lehman completes its purchase to make its
offer, Bloomberg News reported.

Meanwhile, Equity Residential spokesman Marty McKenna said Lehman
must complete its purchase of the first interest before Equity
Residential decides whether to make a bid for the second stake.

"There's certainly been no determination about a price for the
second piece," Bloomberg News quoted Mr. McKenna as saying.

                   Lehman Sues Barclays, BofA

Earlier, Lehman filed a lawsuit against Bank of America and
Barclays for breach of contract after they agreed to sell their
stake to Equity Residential.

Lehman's agreement with the banks gave it until January 23, 2012,
to get court approval for its purchase, make a $66 million
deposit and complete the deal, paying the balance of the $1.33
billion, Bloomberg News reported.

"In violation of several significant contractual provisions,
defendants have conspired to sell their combined approximately
53% interests in Archstone to Archstone's largest competitor,"
Lehman said in a complaint filed on December 15.

The company also complained about the banks' failure to provide
information about the sale "on a regular basis and in a
commercially reasonable manner."

The lawsuit seeks to clarify the terms of Lehman's right to buy
the stake, to make the banks carry out their obligations under
their agreement, and to postpone deadlines for the purchase,
Bloomberg News reported.

Lehman also wants an injunction that would stop the banks from
completing any transfer to Equity Residential, and seeks to
divest the banks of their voting rights in Archstone, the report
said.

Barclays and Bank of America objected to Lehman's bid to stop
them from transferring their stake.  They said the company is
trying to "rewrite" an agreement reached on the terms of the
deal, according to another report by Bloomberg News.

                          $1.3-Billion

LEHMAN BROTHERS BANKRUPTCY NEWS Issue No. 102, citing Bloomberg
News, reported Dec. 14 on Lehman Brothers plans to seek approval
from Judge James Peck to use $1.3 billion of the estate's money to
increase its stake in Archstone.

According to Bloomberg, Lehman, which owns 47% of Archstone,
believes investment is needed to protect the estate's interest in
the apartment owner.  It is part of Lehman's plan to sell or
liquidate Archstone for $6 billion or more, according to the
report.

                       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)


LEHMAN BROTHERS: Has Settlement With Boise, OMX Timber
------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval of an
agreement which calls for the settlement of claims of OMX Timber
Finance Investments II LLC and Boise Land & Timber II LLC.

OMX Timber and Boise Land filed claims against the company to
recover as much as $844.9 million and $833.8 million,
respectively.  The claims stemmed from a guaranty, which LBHI
executed in connection with a promissory note that Boise Land
issued to a predecessor of OfficeMax Incorporated in 2004.

Under the proposed deal, a portion of Boise Land's claim which is
not subject to an objection will be allowed in the sum of
$822,767,607, and will be classified in LBHI Class 3 of the
Chapter 11 plan.  Meanwhile, OMX Timber's claim as well as the
remaining portion of Boise Land's claim will be deemed "disputed"
claims.

The parties also agreed to a discovery and briefing schedule to
facilitate resolution of the remaining disputes over the claims.

The settlement is formalized in a 12-page stipulation, a copy of
which available at http://bankrupt.com/misc/LBHI_StipOMXclaim.pdf

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

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)


LIQUIDMETAL TECHNOLOGIES: Unit Sells Add'l Interests for $3-Mil.
----------------------------------------------------------------
Liquidmetal Coatings, LLC, a majority owned subsidiary of
Liquidmetal Technologies, Inc., entered into a transaction
pursuant to which LMC issued and sold additional membership
interests to third party investors for an aggregate purchase price
of $3,000,000.  The LMC Investment was entered into pursuant to a
Membership Interest Purchase Agreement between the third-party
investors and LMC.  The purchase price for the Additional
Interests was paid in the form of cash in the amount of $1,727,200
and an interest-bearing note due May 31, 2012, in the amount of
$1,272,800.  The proceeds from the LMC Investment were used to pay
off an existing term loan of LMC in the aggregate principal amount
of $403,633 and to restructure and extend the term of other
indebtedness owed by LMC.  The transactions contemplated by the
Purchase Agreement were deemed to be effective as of Nov. 30,
2011.

The investors in the LMC Investment were Rockwall Holdings, Inc.,
and C3 Capital Partners, L.P., and C3 Capital Partners II, L.P.
The C3 Entities were minority investors in LMC prior to the
transaction, and Rockwall is a company controlled by John Kang, a
former Chief Executive Officer and Chairman of the Company.  As of
Aug. 31, 2011, Mr. Kang beneficially owned approximately 7.1% of
the Company's common stock.

In connection with the LMC Investment, the Company and C3 Entities
agreed to terminate a letter agreement, dated July 30, 2010, under
which the Company would have been obligated to contribute
additional capital to LMC if requested by LMC.  As a result of the
LMC Investment and the termination of such letter agreement, the
Company no longer has any contingent obligation to contribute
additional capital to LMC.

As a result of the LMC Investment, the Company's equity interest
in LMC was reduced from approximately 72.86% to 0.667%.  However,
the Company did not sell any of its own membership interests in
LMC in the transaction.  As a result of the reduction in the
Company's percentage interest in LMC, the Company will no longer
consolidate LMC's financial results with the Company's financial
results.  In addition, the operations of LMC will be reclassified
in prior periods to reflect the discontinuance as of the earliest
period presented in the Company's future Form 10-K and Form 10-Q
filings.  LMC represented approximately 31% of the net book value
of the Company's assets and 76% of the net book value of the
Company's liabilities as of Sept. 30, 2011, and LMC represented
approximately 92% of the Company's revenue and operating income
that reduced the Company's operating loss by 21% for the nine
months ended Sept. 30, 2011.

In connection with the LMC Investment, the Company entered into a
Second Amended and Restated Operating Agreement with LMC and other
members of LMC, and the Company also entered into a Second Amended
and Restated License and Technical Support Agreement with LMC
terminating certain technology cross-licenses between LMC and the
Company and continuing LMC's right to use the Liquidmetal
trademark in connection with LMC's business.

                   About Liquidmetal Technologies

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

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

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

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

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


LOS ANGELES DODGERS: Judge Gives Rationale for TV Rights Sale
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Leonard P. Stark issued an
opinion eviscerating the rationale given by the bankruptcy judge
earlier this month for allowing the Los Angeles Dodgers to ignore
so-called no-shop provisions in the baseball team's contract with
Fox Entertainment Group Inc.

The report relates that U.S. Bankruptcy Judge Kevin Gross ruled in
mid-December that News Corp.'s Fox couldn't enforce provisions in
the current television broadcasting agreement precluding the
Dodgers from negotiating with anyone else before December 2012.

According to the report, on Dec. 23, Judge Stark issued a three-
page ruling giving Fox a stay pending appeal.  The stay stopped
the Dodgers from going ahead with plans to negotiate television
rights with third parties until Stark decides Fox's appeal.  Judge
Stark said last week that he would explain his reasons fully in
the opinion he handed down.

The report notes that although Judge Stark will hear both sides
argue the appeal Jan. 12, his 31-page opinion indicates Fox will
win, because he said the broadcaster has shown "a strong
likelihood of success o n the merits of the appeal."  Judge Stark
also said Judge Gross "likely made at least two clearly erroneous
findings of fact."

Mr. Rochelle notes that Judge Gross's Dec. 15 opinion relied on a
1998 ruling by a bankruptcy judge in Louisville, Kentucky, for the
proposition that no-shop clauses are unenforceable in bankruptcy.
Stark said the Kentucky case "is not binding precedent, does not
apply the law of any state relevant to the instant dispute," and
wasn't decided in Delaware or surrounding states.

"More importantly," Judge Stark said, the Kentucky case "does not
stand for the proposition that a no-shop provision is per se
unenforceable against a bankrupt entity."

Judge Stark, Mr. Rochelle relates, analyzed the Kentucky case as
meaning that a no-shop provision is invalid only if adopted in
violation of a board's fiduciary duties.  Judge Stark said that
no-shop clauses are enforceable in California, the state whose law
governs the Fox contract.

In bankruptcy court, Judge Stark said, the team proclaimed the
ability to pay debts in full.  As a result, Judge Stark said it
was erroneous for Gross to conclude that marketing television
rights now is necessary to pay creditors in full and realize the
maximum value of the team.

Given that the team is solvent, Judge Stark said, "the equities
strongly favor holding the debtor to his contractual obligations
so long as those obligations are legally enforceable under
applicable non-bankruptcy law."

                   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.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LPATH INC: Amends Form S-1 Registration Statement
-------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to Form S-1 registration statement
relating to the offering up to [   ] Units, with each Unit
consisting of one share of the Company's common stock and 0.5 of a
warrant to purchase one share of the Company's Class A common
stock.  The purchase price for each Unit is $ [   ].  Each warrant
will have an exercise price of $[   ] per share, will be
exercisable immediately after issuance and will expire five years
from the date of issuance.  Units will not be issued or
certificated.  The shares of Class A common stock and the warrants
are immediately separable and will be issued separately, but will
be purchased together in this offering.  The Company is also
registering the shares of Class A common stock issuable upon
exercise of the warrants.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On Dec. 2, 2011, the closing sale
price of the Company's Class A common stock on the OTC Bulletin
Board was $1.13 per share.  The Company does not intend to list
the warrants on any exchange or other trading system.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/yuvatd

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.

The Company's balance sheet at June 30, 2011, showed $21.30
million in total assets, $18.14 million in total liabilities and
$3.15 million in total stockholders' equity.


MAGNA ENTERTAINMENT: 9th Cir. Dismisses Appeal v. Santa Ana Track
-----------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit dismissed an
appeal filed by Varee English over a wrongful termination suit he
filed against former employer, Santa Anita Race Track.  The
Appeals Court said Mr. English's claims against Santa Anita were
among those discharged in bankruptcy of Santa Anita's parent
company, Magna Entertainment Corp.  According to the Appeals
Court, records demonstrate that Mr. English's attorney received
notice of the bankruptcy action as well as the deadline for filing
a proof of claim in the bankruptcy proceeding, and a proof of
claim form.  Mr. English never filed a proof of claim, and in
April 2010, the bankruptcy court entered an order confirming a
corporate reorganization plan and discharging all claims against
Santa Anita.

Mr. English had alleged retaliation for a prior suit that he
brought against another southern California racetrack operator. He
also sued two of his former co-workers, Ronald Taggart and Mark
Mattick, alleging harassment and intentional infliction of
emotional distress, and the Federation of California Racing
Associations, Inc., of which Santa Anita is a member, based on an
"integrated enterprise" theory.  The district court granted
summary judgment in favor of the defendants.

The Appeals Court also noted that Mr. English's claims against the
remaining defendants are waived on appeal because he failed to
support them with argument.

A copy of the Appeals Court's Dec. 27, 2011 memorandum is
available at http://is.gd/Ev35ePfrom Leagle.com.

The appellate case is VAREE EARNEST ENGLISH, Plaintiff-Appellant,
v. SANTA ANITA RACE TRACK, a business form unknown; et al.,
Defendants-Appellees, No. 08-55948 (9th Cir.).

                 About Magna Entertainment Corp.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of Dec. 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MERCHANTS MORTGAGE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Merchants Mortgage & Trust Corporation, LLC
        7400 East Crestline, Suite 250
        Greenwood Village, CO 80111-3655

Bankruptcy Case No.: 11-39455

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Joel Laufer, Esq.
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3172
                  E-mail: jl@jlrplaw.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Gary D. Levine, president.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Silver Saddle                      --                     $181,425
15315 Magnolia Boulevard, Suite 201
Sherman Oaks, CA 91403

First Insurance Funding            --                     $108,857
450 Skokie Boulevard, Suite 1000
Northbrook, IL 60062

The Allen Company Inc.             --                      $72,663
15701 E. Progress Drive
Centennial, CO 80015

MCQ                                --                      $54,909

SunBay                             --                      $27,930

Western Life                       --                      $22,001

IBM                                --                      $19,536

Green Farms Resort                 --                      $19,235

French Quarter                     --                      $10,732

High Lonesome                      --                      $10,702

East Coast Resorts of America      --                       $6,535

Justin Child                       --                       $5,185

Pahrump Valley                     --                       $1,465

ELM Properties                     --                       $1,336

Milliken Properties                --                         $520

Buffalo Lodge & Resort             --                         $478

Horseshoe Bay                      --                         $439

Nationwide                         --                         $244


METAL STORM: Proposes to Issue 18.5 Million Ordinary Shares
-----------------------------------------------------------
In separate filings with the U.S. Securities and Exchange
Commission, Metal Storm Limited disclosed that it proposes to
issue:

   -- 8,500,000 ordinary shares pursuant to an agency agreement;
   -- 10,000,000 ordinary shares pursuant to an agency agreement;

The Company relies on case 1 in section 708A (5) of the
Corporations Act 2001 (Act) in respect of the issue of the Shares.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Completes Non-Renounceable Pro Rata Rights Issue
-------------------------------------------------------------
Metal Storm Limited announced the results of the 1 for 1 non-
renounceable rights issue announced on Oct. 17 and 25, 2011.

Metal Storm received applications under the Entitlement Offer
totaling approximately A$1.53 million which comprises A$1.28
million in entitlement acceptances and A$0.25 million in
applications for additional shares.  The Board would like to thank
all Shareholders who participated in the Entitlement Offer for
their continued support.

All shareholders who submitted valid applications for their
entitlements and for additional shares will receive 100% of their
applications.

As a result of the Entitlement Offer, a total of 509,732,257 new
shares will be issued by Metal Storm, increasing the total number
of fully paid ordinary shares on issue to 2,782,477,835.

As previously announced, the Directors reserve the right to place
the shortfall of 1,744,513,321 ordinary shares under the
Entitlement Offer within 3 months of the closing date of the
Entitlement Offer.

In accordance with the timetable for the Entitlement Offer, it is
currently anticipated that:

   * the issue of all shares under the Entitlement Offer will
     occur on Nov. 29, 2011;

   * normal trading of the new shares will commence on Nov. 30,
     2011; and

   * holding statements for new shares will be dispatched by
     Nov. 30, 2011.

Shareholders who applied for shares under the Entitlement Offer
and want to trade these shares before receiving their holding
statements should confirm their allocation before doing so.

The Company, as previously announced, continues to seek further
funding to meet its medium term capital requirements and may seek
shareholder approval for further capital restructuring in due
course.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Andrew Doyle Increases Investment to $200,000
----------------------------------------------------------
Metal Storm Limited, on Oct, 17, 2011, announced it had agreed to
issue two types of convertible notes to investors to raise $1
million.  One of those investors was Mr. Andrew Doyle, who agreed
to subscribe for $100,000 of the second type of convertible notes
described on page three of that announcement.

The Company is pleased to announce that Mr. Doyle has agreed to
increase the amount of his investment to $200,000.  The Company
will now issue Mr. Doyle with convertible securities instead of
convertible notes, with the key difference being the securities do
not impose a debt obligation on the Company; that is, they are not
repayable in cash under any circumstances.

The convertible securities have a 5 year term and convert to
shares at a conversion price that is the lower of:

      (a) $0.0025;

      (b) the average of the five lowest daily VWAPs of Shares
          in the 20 Business Days immediately prior to the date
          the conversion notice is given, multiplied by 90% and
          rounded down to four decimal places; or

      (c) 90% of the closing bid price for Shares on the date
          immediately prior to the date the conversion notice is
          given, rounded down to four decimal places.

Mr. Doyle remains the largest individual shareholder of the
Company and the second largest interest bearing convertible note
holder.  He participated in the recent Rights Issue and he has
advised the Company he is supportive of the Company, its focus and
strategic direction.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Shareholders OK Issue of Securities to ASOF
--------------------------------------------------------
At the general meeting of shareholders of Metal Storm Limited held
on Dec. 8, 2011, shareholders approved:

   (a) the issue of convertible securities and Shares to ASOF;

   (b) the previous issue of Commencement Fee of 116,666,667
       shares to ASOF;

   (c) the previous issue of 13,000,000 shares to Andrew Doyle;
       and

   (d) the issue of up to 500,000,000 shares to Dutchess under the
       Line Agreement.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


NCOAT INC: Creditors Committee Objects to Disclosure Statement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of nCoat, Inc..
objects to the Disclosure Statement for Joint Plan of Liquidation
Dated October 20, 2011 filed by nCoat, Inc., nTech, Inc, MCC,
Inc., and High Performance Coatings, Inc., because it fails to
provide "adequate information" with the meaning of Section 1125 of
the Bankruptcy Code in at least the following respects:

1. Retained Employees. Page 2 of the Disclosure Statement states
that the Debtor retained two employees to close books and records
and wind up the Debtors' business affairs, but fails to identify
such employees, state for which Debtor(s) they were working, state
how long they remained employed by the Debtor(s), or disclose
compensation paid these employees.

2. Asset Sale to Fort Ashford. The Disclosure Statement discusses
the sale of substantially all of the Debtors' assets to Fort
Ashford, LLC, but fails to disclose that such sale was approved
over the Committee's objection and that the Sale Order
specifically preserved the right of the Debtors or any of their
creditors to bring any other action or actions based on the sale
(including but not limited to actions to avoid any of the payment
to Fort Ashford or any secured creditors under the Sale order), so
long as such action(s) do not challenge or affect the validity of
the sale.

3. Claims Objections. The Disclosure Statement should clarify that
objections to any claim may also include objections to and actions
to avoid the payments made on the secured claims pursuant to the
Sale Order.

4. Altered Claims Against nTech. The Disclosure Statement uses the
alleged transfers of the Intellectual Property from MCC and HPC to
nTech in 2006 and 2007 as justification for the Plan's proposal to
split the net proceeds from the sale of the Debtors' assets evenly
between nTech, HPC, and MCC estates.  The Disclosure Statement
needs to provide more information about the alleged transfers to
nTech,

5. Litigation. The Disclosure Statement lacks adequate information
about the review and analysis the Debtors as fiduciaries undertook
with regard to potential causes of action and litigation that
could serve as sources of recovery for their estates.

6. Priority Tax Claims. The Disclosure Statement is confusing in
that it discusses priority tax claims of $230,737 and provides for
payment of these claims in its Projected Allocation of Sales
Proceeds.  However, the Disclosure Statement does not include the
priority tax claims in the Allowed Priority Unsecured Claims Class
or any other Class disclosed in the Disclosure Statement.

7. Liquidation Analysis. The conclusionary statement that a
conversion to chapter 7 would result in increased costs and less
funds being available for the payment of Allowed Unsecured Claims
in each of the Debtor's proceedings appears inconsistent with the
liquidation analysis, which shows the nCoat creditors receiving a
greater distribution than they would under the projected
allocation of sales proceeds under the Plan.

8. Disputed Secured Claims. The Disclosure Statement appears to
assume that the four disputed secured claims totaling $250,628
will be disallowed and thus lacks adequate information about what
happens with these claims if ultimately determined to be secured
and allowed.

9. Projected Allocation of Sales Proceeds. Exhibit 4 to the
Disclosure Statement which purports to show how net sales proceeds
would be distributed to the Debtor's estates is confusing in that
it contradicts the distribution scheme discussed elsewhere in the
Disclosure Statement.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on Oct. 28, 2011,
the Plan of orderly liquidation contemplates the distribution of
the net sales proceeds ($671,184) to pay all allowed
administrative expenses incurred through the effective date,
allowed priority unsecured claims, and allowed secured claims
(which remain unpaid) of the Debtors, with any remaining net sales
proceeds to be divided equally between the estates of MCC, HPC and
nTech and, after payment of allowed administrative expenses
incurred after the Effective Date, distributed to unsecured
creditors in each case in accordance with the priorities
established by the Bankruptcy Code.

The Debtors expect that there may be funds remaining in the nTech
estate after the payment of all secured and unsecured creditors,
which would then be distributed to secured and unsecured creditors
of nCoat in accordance with the priorities established by the
Bankruptcy Code.  The Debtors do not anticipate that any excess
funds will be available from the estates of MCC and HPC to pay
claims of creditors of nCoat.

The Allowed Unsecured Claims of nCoat of $788 million (Class 17)
will be paid from the nCoat Available Cash (in full or pro rata
depending upon the amount of nCoat Available Cash) in one or more
distributions after the Effective Date upon the realization of
nCoat Available Cash, and after payment in full of Allowed
Administrative Expenses incurred by nCoat on or after the
Effective Date.

The Debtors has estimated that there will likely be no meaningful
distribution on Class 17 Allowed Unsecured Claims.

The existing equity interests (Class 18) will be extinguished and
no distributions will be made on account of such old equity
interests.

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

http://bankrupt.com/misc/ncoat.DS.dkt238.pdf

About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection on Aug. 16, 2010,
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represent the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on Aug. 16, 2010.

Julie B. Pape, Esq., and William B. Sullivan, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Winston-Salem, N.C., represent
the Official Committee of Unsecured Creditors.

On Sept. 28, 2010, the Bankruptcy Court approved the sale
substantially all of the Debtors' assets to Fort Ashford Funds,
LLC, subject to higher and better bids at an auction.  No bids
were received by the Debtors other than the initial bid of
Fort Ashford.  The sale closed on Oct. 1, 2010 (the "Sale Date").

After the Sale Date, the Debtors ceased all business operations,
paid all undisputed secured claims, assumed and assigned certain
executory contracts and unexpired leases to the designee of Fort
Ashford, and retained two employees to close the books and records
and wind up the business affairs of the Debtors.

The Debtors, prior to the Sale Date, specialized in nanotechnology
research, licensing, and the commercialization, distribution and
application of nano-structured as well as multiple non-nano
structured surface coatings.  The Debtors' specialized coatings
were used by the automotive, diesel engine, trucking, recreational
vehicle, motorcycle, aerospace and oil and gas industries for heat
management, corrosion resistance, friction reduction, bond
strength and appearance.


NET TAK.COM: Incurs $26.2 Million Net Loss in Fiscal 2011
---------------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$26.17 million $2.72 million of revenue for the year ended
Sept. 30, 2011, compared with a net loss of $6.30 million on
$737,498 of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $9.57
million in total assets, $8.14 million in total liabilities,
$11.72 million in redeemable preferred stock and a $10.30 million
total stockholders' deficit.

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

                        http://is.gd/4XUai7

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.


OILSANDS QUEST: Extends CCAA Stay Until Feb. 17; Board Reduced
--------------------------------------------------------------
Oilsands Quest Inc. has requested and obtained an extension of the
Order from the Alberta Court of Queen's Bench providing creditor
protection under the Companies' Creditors Arrangement Act (Canada)
until Feb. 17, 2012, unless further extended as required and
approved by the Court.

Under the terms of the initial order, Ernst and Young Inc. was
named as the court-appointed monitor under the CCAA.  The Monitor
will monitor the Company's property, business and financial
affairs and report to the Court from time to time on the Company's
financial and operational position and any other matters that may
be relevant to the CCAA proceeding.  In addition, the Monitor may
advise the Company on the development of a comprehensive
restructuring plan and, to the extent required, assist the Company
with a restructuring.

While under CCAA protection, the Board of Directors maintains its
usual role and management of the Company remains responsible for
the day to day operations.  The Board of Directors and management,
with input from the Monitor, will be responsible for determining
whether a given plan for restructuring the Company's affairs is
feasible.  Stakeholders whose rights would be affected by the plan
will have an opportunity to vote on the plan. Before a plan is
implemented it must be approved by the requisite number and value
of affected stakeholders contemplated by law and approved by the
Court.

The implications of the CCAA proceeding for Oilsands Quest
shareholders will not be known until the end of the restructuring
process.  If the affected stakeholders do not approve a plan in
the manner contemplated by law, Oilsands Quest will likely be
placed into receivership, bankruptcy or liquidation.
If by Feb. 17, 2012, Oilsands Quest has not obtained a further
extension of the initial order or filed a plan, creditors and
others will no longer be stayed from enforcing their rights.

Effective Dec. 20, 2011, Gordon Tallman and Pamela Wallin resigned
from the Board of Directors.  The Board is now composed of five
members: independent directors Ronald Blakely (Chairman), Paul
Ching and Brian MacNeill; OQI founder Christopher Hopkins; and T.
Murray Wilson, who has announced that he will not be standing for
re-election at the next Annual General Meeting.

Trading in the common shares of Oilsands Quest remains suspended
while the NYSE Amex determines whether to resume trading or to
delist the Company for failure to meet listing requirements.  The
Company does not currently know when the NYSE Amex will determine
to resume trading, or seek to delist the Company.

                      About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licences, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.


PLATINUM STUDIOS: Amends 98 Million Common Shares Offering
----------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the offer and resale of up to 98,000,000 shares of the
Company's common stock, par value $0.0001 per share, by the
selling stockholder, Dutchess Opportunity Fund II, LP, or
"Dutchess".  Of those shares, (i) Dutchess has agreed to purchase
up to 98,000,000 shares pursuant to the investment agreement dated
Nov. 1, 2011, between Dutchess and the Company, and (ii) no shares
were issued to Dutchess in consideration for the investment.
Subject to the terms and conditions of that investment agreement,
the Company has the right to put up to $10,000,000 in shares of
the Company's common stock to Dutchess.  This arrangement is
sometimes referred to as an "Equity Line."

The Company will not receive any proceeds from the resale of these
shares of common stock offered by Dutchess.  The Company will,
however, receive proceeds from the sale of shares to Dutchess
pursuant to the Equity Line.  When the Company put an amount of
shares to Dutchess, the per share purchase price that Dutchess
will pay to the Company in respect of such put will be determined
in accordance with a formula set forth in the Investment
Agreement.  Generally, in respect of each put, Dutchess will pay
the Company a per share purchase price equal to 95% of the daily
volume weighted average price of the Company's common stock during
the five consecutive trading day period beginning on the trading
day immediately following the date of delivery of the applicable
put notice.

Dutchess may sell the shares of common stock from time to time at
the prevailing market price on the Over-the Counter (OTC) Bulletin
Board, or on an exchange if the Company's shares of common stock
become listed for trading on such an exchange, or in negotiated
transactions. Dutchess is an "underwriter" within the meaning of
the Securities Act of 1933, as amended in connection with the
resale of the Company's common stock under the Equity Line.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PDOS".  The last reported sale price of the
Company's common stock on the OTC Bulletin Board on Dec. 22, 2011
was $0.0025 per share.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/25XH0c

                       About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company also reported a net loss of $13.83 million on
$10.47 million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $1.70 million on $2.24 million
of net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.75 million in total assets, $29.70 million in total
liabilities, all current, and a $27.94 million total shareholders'
deficit.

The Company is also delinquent in payment of $116,308 for payroll
taxes as of Sept. 30, 2011, and in default of certain of its short
term notes payable including it $4,916,665 note payable to
Standard Chartered Bank.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.
As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


PLATINUM STUDIOS: Registers 40-Mil. Shares Under Incentive Plan
---------------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
40 million shares of common stock issuable under the Company's
2011 Mid-Year Equity Incentive Plan for Employees and Consultants.
The proposed maximum offering price is $160,000.  A full-text copy
of the filing is available at http://is.gd/UV6yk1

                        About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company also reported a net loss of $13.83 million on
$10.47 million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $1.70 million on $2.24 million
of net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.75 million in total assets, $29.70 million in total
liabilities, all current, and a $27.94 million total shareholders'
deficit.

The Company is also delinquent in payment of $116,308 for payroll
taxes as of Sept. 30, 2011, and in default of certain of its short
term notes payable including it $4,916,665 note payable to
Standard Chartered Bank.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.
As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


POWER BALANCE: Bankruptcy Causes Competitors to Speak Up
--------------------------------------------------------
Industry leader Power Balance recently disclosed their filing for
bankruptcy after year-end reports show the company has suffered a
new loss of more than $9 million in the last year, following a
record-breaking $11.7 million profit from last year.

The company has suffered major losses due to a struggle with a
class action lawsuit originating from "inappropriate marketing
claims" from an Australian distributor.  Advertisements claimed
the wristbands would improve balance, strength, and flexibility,
claims the company later admitted had no scientific basis.

"Companies like this are the ones that make it hard on the rest of
us, the ones producing a real product with scientifically proven
results," said Josh Taylor, Director of Retail Channel Development
at LifeStrength.

Stander, Inc., leading producer of senior home safety products and
LifeStrength partner, says this will help consumers make a more
educated, scientifically based decision the next time they go to
purchase a negative ion bracelet.  "We did our research," said Jan
Miller, CEO of Stander, Inc.  "That's why we knew a partnership
with LifeStrength would be so valuable, because their product is
real and has the facts to prove it."

Negative ion technology isn't new, with research studies dating
back to the 1960s.  Recently, however, products like Stander's
LifeStrength health bracelets have successfully harnessed the
benefits of negative ion technology, enabling anyone wearing the
wristband to benefit from a constant source of negative ions
emitted by each band.  "Negative ions (or anions) have been proven
to help people who suffer from a variety of ailments, including
chronic pain symptoms, poor sleep, and low energy," said Jan.
"Anything with so many benefits will represent the Stander name
well."

Stander is committed to making the best in home safety products
for seniors.  Inspired by CEO Jan Miller's Grandma Essie, products
were specifically designed to meet the needs of loved ones, while
still having an aesthetic appeal.  With over 30 innovative
products behind them, Stander strives to create new products every
year, enhancing their reputation as innovators in mobility
solutions, helping you rest assured knowing you or your loved one
will be kept safe.


QUIZNOS CORP: To Seek Ch. 11 Absent 100% Acceptance of Exchange
----------------------------------------------------------------
Quiznos Corp., operator of the quick-service restaurant chains and
pioneer of the toasted sandwich, disclosed that the Company has
reached agreement with a significant majority of its first- and
second-lien lenders on a consensual financial restructuring plan
that will reduce the Company's current debt substantially and
provide an infusion of $150 million of new equity capital to help
position Quiznos for future growth.  The Company expects to begin
soliciting approval of the proposed transaction immediately.

The proposed transaction provides for Avenue Capital, an
investment firm that currently holds a significant amount of the
Company's first- and second-lien debt, to become the majority
owner of the Company through a $150 million equity infusion and
the conversion of debt to equity.  Avenue's equity funding will be
used to reinvest in the business and retire a portion of the
Company's first-lien debt.

"We are pleased to have reached this agreement which will
strengthen our balance sheet and allow us to strengthen our brand
and customer experience," said Greg MacDonald, Quiznos Chief
Executive Officer.  "This recapitalization will provide a path to
eliminate nearly $300 million, or nearly one-third, of our current
debt load and provide $75 million of new funding to help support
our business initiatives and pay fees.  We appreciate the support
that our lenders have shown for our team during this process.  We
would like to thank our franchise owners, employees and vendors
who remain committed to providing high-quality, fresh ingredients
and superior customer service that keep Quiznos customers coming
back for more." MacDonald also noted, "Quiznos expects to operate
on a business as usual basis during this process and we will honor
all current vendor obligations while we pursue our out-of-court
restructuring process."

Quiznos has entered into a restructuring support agreement with
parties representing approximately 75.1 percent of its first-lien
loans and 72.8 percent of its second-lien loans.  The transaction
provides for the restructuring of these loans and all of the
equity interests in the Company through either an out-of-court
exchange offer or a prepackaged plan of reorganization under
Chapter 11 of the United States Bankruptcy Code.

Under terms of the proposed exchange offer, the holders of
approximately $650 million in first-lien loans will be repaid $75
million in cash and will extend the maturity of the balance of
their loans until the five year anniversary of the closing of the
restructuring.  All first-lien lenders will be given the
opportunity to exchange an aggregate of approximately $200 million
of their first-lien debt for new second-lien debt on a pro rata
basis if they so desire.  As part of such exchange offer, certain
lenders have already agreed to exchange approximately $150 million
of their existing first-lien loans for new second-lien loans.
Holders of approximately $225 million of second-lien loans will
exchange their loans for a pro rata share of 40% of the new equity
of reorganized Quiznos.  The closing of the exchange offer is
conditioned upon, among other considerations, 100% of the
aggregate principal amount of the first- and second-lien loans
being validly tendered and not withdrawn.  In addition, in order
to consummate the out-of-court exchange offer, the Company is
seeking significant concessions from certain other creditors,
including certain former executives of the Company, certain
landlords, and certain former area developers.

As an alternative to the Exchange Offer, the Company will
simultaneously commence a solicitation of acceptances of a pre-
packaged Plan of Reorganization to implement a restructuring
pursuant to a voluntary case under Chapter 11 of the U.S.
Bankruptcy Code.  The Company would make a voluntary Chapter 11
filing only if it does not receive tenders from 100% of the first-
and second-lien holders or does not satisfy other conditions to
closing, including sufficient concessions from certain other
creditors and certain landlords.  The terms of the pre-packaged
Chapter 11 plan would provide less favorable treatment for the
lenders and certain other creditors and landlords than under the
proposed out-of-court exchange offer.

Quiznos' financial advisor for the restructuring is Moelis &
Company and its legal advisor is Paul, Weiss, Rifkind, Wharton &
Garrison L.L.P. Vinson & Elkins L.L.P. is acting as the company's
financing counsel.

                         About Quiznos

Denver-based Quiznos is a national chain designed for today's busy
consumers who are looking for a tasty, freshly prepared
alternative to traditional fast-food restaurants.  Using premium
ingredients, Quiznos restaurants offer creative, chef-inspired
recipes for sandwiches, soups and salads.

CNN Money ranked toasty sub pioneer Quiznos as the No. 2 most
popular franchise of the past decade in 2010.  In 2009, Quiznos'
Toasty Torpedoes earned a spot as one of the top 10 new product
introductions from the Most Memorable New Product Launch Survey.
Also in 2009, QSR Magazine ranked Quiznos No. 19 overall in its
Top 50 Chains in system-wide sales. In October 2007, Quiznos was
recognized for leading the QSR industry in wait time performance
by the Mystery Shopping Providers Association's (MSPA) 2007 Wait
Time Study.  In May 2007, Zagat's consumer surveys listed Quiznos
in the top 5 for Top Food, Top Facilities, Top Service and Top
Overall, ahead of its direct competitors. For further information,
please visit http://www.quiznos.com/


RAMSES REALTY: Distribution-Center Project Files in Phoenix
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ramses Realty LLC, the owner of 574 acres in Arizona
intended to be a master-planned industrial development, filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 11-33897)
on Dec. 14 in Phoenix.

The report relates that the project, known as Arizona Central
Distribution Center, is zoned for industrial development,
according to a court filing. The project is near the intersection
of Interstate 10 and Interstate 8, about half way to Tucson.

Ramses claims the property is worth $43.8 million.  Secured debt
owing to Arizona Bank & Trust is $5.23 million.  Total debt was
listed at $15.9 million, including $10.6 million in unsecured
claims.


ROCK & REPUBLIC: Court Rejects Simms Sigal Claim Settlement
-----------------------------------------------------------
Chief Bankruptcy Judge Arthur J. Gonzalez declined to approve an
agreement between the Rock & Republic Liquidating Trust and Simms
Sigal & Co. Ltd. that purports to settle Simms Sigal's claim over
the Debtor's rejection of a distribution agreement.  Simms Sigal
filed a proof of claim against Rock & Republic, asserting an
unsecured claim of $6,083,600, together with a $47,303 indemnity
claim.  Rock & Republic and Simms Sigal conducted discovery.  On
July 19, 2011, as a result of information gained during the
discovery process, the Liquidating Trust Administrator decided to
settle the Claim for $2,950,000.  Michael Ball, Rock & Republic's
founder and former CEO, objected to the claim and to the
settlement.

In denying the settlement, Judge Gonzalez said the Administrator
did not consider whether the limitation of remedies provision of
the Distribution Agreement may have precluded, in its entirety,
the Claim as one for consequential damages and whether such
limitation would be enforceable or unenforceable as against public
policy.  Judge Gonzalez said these issues under California law
directly address the question of what damages, if any, are
available to Simms Sigal.  They are central issues regarding the
determination of Rock & Republic's liability to Simms Sigal.  As
such, the Administrator must consider these fundamental issues
during his assessment of whether a settlement of the Claim is in
the best interests of the Liquidating Trust.  The Court said it
would not approve a proposed settlement where the Administrator
did not consider a significant issue that may have impacted the
Administrator's determination of the fairness of the settlement.
A proposed settlement based upon an incomplete review of the
relevant legal issues is not in the best interests of the estate
and therefore may not be approved under section 9019 of the
Bankruptcy Code.

A copy of the Court's Dec. 22, 2011 Order and Opinion is available
at http://is.gd/Iajgcmfrom Leagle.com.

                       About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy were
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.  Lawyers at Arent Fox represent the
Liquidating Trust.


ROSEWOOD AT PROVIDENCE: Plan Confirmed After BB&T Vote Nixed
------------------------------------------------------------
Bankruptcy Judge James D. Walker, Jr., confirmed Rosewood at
Providence, LLC's second amended plan of reorganization by using
cramdown provisions of the Bankruptcy Code, finding that all non-
accepting impaired classes will receive fair and equal treatment
under the plan, and there is no evidence that the plan
discriminates unfairly.

The Debtor filed its second amended plan, which is a liquidating
plan, and accompanying disclosure statement on March 14, 2011.
The Debtor's remaining condominium units, along with certain other
claims and interests of the Debtor will be transferred to Newco, a
newly created limited liability company.  Newco will be owned by
the secured lenders on the effective date of the plan in pro-rata
shares equal to each lender's interest in a 2006 construction loan
agreement.  The secured lenders will receive the LLC membership
shares in exchange for full satisfaction of their claims and the
assumption of exit financing.  MV Rosewood, which succeeded
Regions Bank, N.A. and PNC Bank, N.A., in the prepetition loan,
will provide $2.25 million in exit financing to the Debtor, which
will be secured by a first priority lien in the remaining units.
In addition, the plan provides for the release of all liens on the
condominium units other than the Class 1A mechanics' liens and the
exit financing lien.

Star Electric Company, Batson-Cook Company, the Debtor's general
contractor, and Rosewood at Providence Homeowner's Association,
Inc., filed objections to confirmation based on unresolved water
intrusion issues affecting the condominium units and voted to
reject the plan.  Branch Banking & Trust Company filed an
objection alleging multiple failures to comply with the
confirmation requirements and other provisions of the Bankruptcy
Code.  BB&T also voted to reject the plan.

The Court held a hearing on the plan and disclosure statement on
April 20, 2011, during which Debtor introduced evidence of the
plan's compliance with the requirements for confirmation.  At the
Debtor's behest, the Court granted continuance and reconvened the
hearing on Oct. 19, 2011. At that time, Debtor the announced a
resolution with Star Electric, Batson-Cook, and the HOA, each of
which withdrew its objection and changed its vote to accept the
plan.  The only remaining objection outstanding is that of BB&T.

BB&T does not dispute that MV Rosewood is both the administrative
agent and the required lender under the 2006 Loan Agreement.
Furthermore, BB&T does not dispute that MV Rosewood, as the
required lender, has approved the administrative agent to vote on
and to accept the plan on behalf of all the secured lenders.
Therefore, the Court said, MV Rosewood is authorized to vote on
behalf of all the secured lenders, including First Tennessee Bank
and BB&T.  Any separate votes cast by those lenders are of no
consequence and will not be included in the tally of votes.

Even if BB&T held a separate and independent claim and had voted
against the plan, the Court said BB&T will receive more under the
plan that it would in a liquidation.  The liquidation value of the
units would be substantially less than the present value of $15.5
million.  Under the plan, BB&T will have an interest in the
remaining condominium units (via its membership in the Newco LLC),
which can be sold in a finished state, free from water intrusion
defects, and free from obstacles to retail financing.  By
contrast, in a liquidation, BB&T would merely receive a share in
the proceeds from unfinished, defective units.  Even taking into
account the $2.25 million exit financing lien on the units, the
Court is persuaded the plan offers a better value to BB&T than
Chapter 7 liquidation would.

A copy of the Court's Dec. 27, 2011 Memorandum Opinion is
available at http://is.gd/Z6Cgznfrom Leagle.com.

                   About Rosewood at Providence

Rosewood at Providence LLC operates a single-asset real estate
development consisting of medium-rise luxury condominiums in
Charlotte, North Carolina.  It filed a voluntary Chapter 11
petition (Bankr. M.D. Ga. Case No. 10-50418) on Feb. 11, 2010.


SAND TECHNOLOGY: Reports C$6.7-Mil. Net Income in Q1 Fiscal 2012
----------------------------------------------------------------
SAND Technology Inc. reported net income and comprehensive income
of C$6.76 million on C$600,341 of revenue for the three months
ended Oct. 31, 2011, compared with a net loss and comprehensive
loss of C$24,730 on C$1.53 million of revenue for the same period
a year ago.

The Company's balance sheet as at Oct. 31, 2011, showed C$8.40
million in total assets, C$4.48 million in total liabilities and
C$3.92 million shareholders' equity.

A full-text copy of the interim financial results is available at:

                       http://is.gd/gInbLH

                      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.

The Company reported 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.


SB PARTNERS: Cancels Proposed 1-for-20 Reverse Split
----------------------------------------------------
SB Partners, on Nov. 23, 2011, mailed letters to the Limited
Partners in connection with a proposed 1-for-20 reverse split,
which would have involved the cashing out of fractional units
below a specified size, but which would also have extended to
certain Limited Partners who otherwise would have been cashed out
an option to round up to a full unit, thus enabling those Limited
Partners to remain in the Partnership.

After the mailing was released, the Partnership received a comment
letter from the Securities and Exchange Commission.  In the course
of reviewing the SEC's comments, it became clear that the round-up
option the Company had expected to make available could have been
deemed to involve a public offering, requiring the filing of a
registration statement with the SEC.  Since that was not
economically feasible, and since the Company was not prepared to
proceed with the Reverse Split without being able to offer to at
least some of the Limited Partners who wanted to remain in the
Partnership the opportunity to do so through the round-up option,
the Company has concluded that it should not proceed at this time
to implement the Reverse Split.

Accordingly, the Reverse Split described in the November 23rd
letter will not take place.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

As reported by the TCR on June 23, 2011, Dworken, Hillman, LaMorte
and Sterczala, P.C., in Shelton, Connecticut, did not include a
substantial doubt qualification in its report on the Company's
2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

The Company reported a net loss of $750,526 on $1.89 million of
total revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $468,171 on $1.96 million of total revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$18.34 million in total assets, $20.75 million in total
liabilities and a $2.41 million total partners' deficit.


SENESCO TECHNOLOGIES: NYSE Amex Accepts Plan of Compliance
----------------------------------------------------------
Senesco Technologies, Inc. disclosed that on Dec. 22, 2011, it
received notice from the NYSE Amex LLC stating that the exchange
had accepted the Company's compliance plan and granted it an
extension until July 20, 2012 to regain compliance with the NYSE's
continued listing standards.  As previously disclosed, Senesco is
not in compliance with Section 1003(a)(iii) of the NYSE company
guide with stockholder's equity of less than $6,000,000 and losses
from continuing operations and/or net losses in its five most
recent fiscal years.  Based on this, the Company submitted a plan
advising the NYSE of action it will take, that the Company
believes would bring Senesco into compliance with the NYSE's
continued listing standards by the end of the extension period.

During the extension period, the Company remains subject to
periodic review by NYSE Staff.  Failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in Senesco being delisted from the NYSE.

                   About Senesco Technologies

Senesco Technologies, Inc. is leveraging proprietary technology
that regulates programmed cell death, or apoptosis.  Accelerating
apoptosis may have applications in treating cancer, while delaying
apoptosis may have applications in treating certain inflammatory
and ischemic diseases.  The Company has initiated a clinical study
in multiple myeloma with its lead therapeutic candidate, SNS01-T.
Senesco has already partnered with leading-edge companies engaged
in agricultural biotechnology and is entitled to earn research and
development milestones and royalties if its gene-regulating
platform technology is incorporated into its partners' products.


SNOKIST GROWERS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Snokist Growers filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

   Name of Schedule                       Assets    Liabilities
   ----------------                       ------    -----------
A - Real Property                    $14,400,000
B - Personal Property                $55,167,846
C - Property Claimed as Exempt               N/A
D - Creditors Holding Secured
    Claims                                          $40,766,738
E - Creditors Holding Unsecured
    Priority Claims                                    $315,381
F - Creditors Holding Unsecured
    Nonpriority Claims                              $32,310,787
                                    ------------    -----------
          TOTAL                      $69,567,846    $73,392,906

                       About Snokist Growers

Yakima, Washington-based Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  The
petition was signed by Jim Davis, president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq. -- leavertonb@lanepowell.com -- at
Lane Powell, P.C., in Seattle.


SNOKIST GROWERS: Taps Bailey & Busey as Bankruptcy Counsel
----------------------------------------------------------
Snokist Growers is hiring lawyers at Bailey & Busey PLLC to
represent it in the bankruptcy case at these hourly rates:

         Roger W. Bailey, Esq.            $225 per hour
         Joshua J. Busey, Esq.            $200 per hour
         Legal Assistants                  $60 per hour

The Debtor has paid the firm $100,000 as initial retainer.  As of
the petition date, $95,438 remains in trust.

                       About Snokist Growers

Yakima, Washington-based Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq. -- leavertonb@lanepowell.com -- at
Lane Powell, P.C., in Seattle.


SNOKIST GROWERS: Sec. 341 Creditors' Meeting Set for Jan. 12
------------------------------------------------------------
The U.S. Trustee will hold a First Meeting of Creditors pursuant
to Sec. 341(a) of the Bankruptcy Code in the Chapter 11 case of
Snokist Growers on Jan. 12, 2012, at 2:30 p.m. at Red Lion Hotel
Yakima Center, 607 E Yakima Ave, in Yakima, Washington.

The Debtor's representative must be present at the meeting to be
questioned under oath by the U.S. Trustee and by creditors.
Creditors are welcome to attend, but are not required to do so.

Proofs of claim are due in the case by April 11, 2012.

                       About Snokist Growers

Yakima, Washington-based Snokist Growers -- http://www.snokist.com
-- is a century-old cooperative of fruit growers.  Snokist
provides fresh and processed pears, apples, cherries, plums, and
nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor estimated assets and debts of $50 million
to $100 million.  The petition was signed by Jim Davis, president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq. -- leavertonb@lanepowell.com -- at
Lane Powell, P.C., in Seattle.


SPECTRAWATT INC: IP Goes for $30,000; Confirmation Set for Jan. 25
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SpectraWatt Inc. was authorized last week to sell
intellectual property for $30,000, the high bid at a Dec. 15
auction.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company's manufacturing facility in Hopewell Junction is
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.
SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.  Mark W. Wege, Esq., and Eric
M. English, Esq., at King & Spalding LLP, in Houston, Texas, and
Scott I. Davidson, Esq., at King & Spalding LLP, in New York,
represent the Debtor as counsel.

SpectraWatt won approval in October to sell the physical assets
for $4.3 million to Canadian Solar Inc.

There will be a confirmation hearing on Jan. 25, 2012 in U.S.
Bankruptcy Court in Poughkeepsie, New York, for approval of a
liquidating Chapter 11 plan.  The plan promises 11.8% recovery for
holders of secured notes with $41.1 million in claims.  As the
result of a settlement with noteholders, cash has been carved out
from the sale so unsecured creditors with as much as $2.3 million
in claims will recover as much as 11.8 percent, so long as the
class votes in favor of the plan.


STATE FAIR OF VIRGINIA: Can Use ArborOne Cash Thru March 7
----------------------------------------------------------
The Bankruptcy Court signed off on a consent order between The
State Fair of Virginia Inc. and ArborOne ACA that permits SFVA to
use cash collateral to fund actual and necessary expenses
according to a budget.  The Debtor's authorization to use Cash
Collateral terminates on March 7, 2012 at 5:00 p.m. EST.  A Final
Hearing will be convened on Jan. 18, 2012 at 2:00 p.m.

At the onset of the bankruptcy case, ArborOne asked the Court to
prohibit the Debtor from using its cash collateral, in whatever
account held, on the grounds that the value of its cash collateral
is being severely eroded by the Debtor and the Debtor is unable to
provide ArborOne with any type of adequate protection or a
suitable replacement lien as all of its assets are encumbered.

The Debtor obtained financing for a new state fairgrounds facility
located on the Debtor's fairgrounds facility on Dec. 21, 2007.  In
conjunction with the financing, the Debtor authorized the
creation, execution and delivery of $25.8 million in direct
corporate bond obligations.  The Corporate Bonds were issued
pursuant to three separate Trust Indentures; one for the Series A
and B Bonds, one for the Series C & D Bonds, and one for the
Series E and F Bonds, each dated as of Dec. 21, 2007.  ArborOne is
Lender of Record and Servicer, and Regions Bank is Bond Trustee.

As additional security for the Debtor's obligations under the
Corporate Bonds, the United States Department of Agriculture,
acting through the United States Department of Agriculture - Rural
Development issued to ArborOne certain Loan Note Guaranties to
guarantee payment of up to 90% of the principal and interest on
the Series 2007A Bonds, the Series 2007C Bonds, and the Series
2007E Bonds.

In addition to the Corporate Bonds, the Industrial Development
Authority of the County of Caroline, Virginia, issued its
$33,670,000 Variable Rate Demand Economic Development Revenue
Bonds, Series 2007G and its $16,120,000 Variable Rate Demand
Economic Development Revenue Bonds, Series 2007H.  The proceeds of
the Tax-Exempt Bonds were loaned by the Authority to the Debtor
pursuant to a loan agreement between the Authority and the Debtor
dated Dec. 21, 2007, for construction of certain public buildings
to be included in the Project.

All right, title and interest of the Authority under and to the
Loan Agreement were assigned to the Bond Trustee to the Tax-Exempt
Bonds under the Tax-Exempt Bonds Indenture as additional security
for the Tax-Exempt Bonds.

In addition to the Corporate Bonds and the Tax-Exempt Bonds, on
June 26, 2008, the Debtor obtained two direct loans from the USDA-
RD, one in the principal amount of $4,999,000, and the other in
the principal amount of $1,554,000.

On Aug. 11, 2009, the Debtor further obtained additional financing
from the USDA to complete the Project and to pay debt service on
the Bonds and the USDA issued a $3,000,000 line of credit to the
Debtor.  As security for the USDA Direct Loans and the USDA Line
of Credit, the USDA holds lien rights with respect to the Real
Property pari passu with ArborOne and Regions Bank.

As of Nov. 29, 2011, ArborOne was owed $25,909,326 under the
Corporate Bonds, and $49,102,411 under Tax-Exempt Bonds, in an
aggregate amount of $75,011,737, which amount is exclusive of
attorney's fees, costs, and additional interest which continues to
accrue after that date.

                          About SFVA Inc.

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
Curry A. Roberts signed the Petition as president.  State Fair
officials said they hope to emerge on a better financial footing
and to do so within 60 days to 90 days.

The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman
Sanders LLP.  Lender ArborOne ACA is represented by:

          Michael D. Mueller, Esq.
          CHRISTIAN & BARTON, LLP
          909 East Main Street, Suite 1200
          Richmond, VA 23219-3095
          Tel: (804) 697-4147
          Fax: (804) 697-6396
          E-mail: mmueller@cblaw.com

               - and -

          Christine L. Myatt, Esq.
          Elizabeth M. Brantley, Esq.
          NEXSEN PRUET, PLLC
          701 Green Valley Road, Suite 100
          Post Office Box 3463
          Greensboro, NC 27402
          Tel: (336) 373-1600
          E-mail: cmyatt@nexsenpruet.com
                  EBrantley@nexsenpruet.com


TECHNEST HOLDINGS: Amends 25.8 Million Common Shares Offering
-------------------------------------------------------------
Technest Holdings, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to Form S-1 registration
statement relating to the resale of up to 25,800,000 shares of the
Company's common stock, par value $0.001 per share, by Southridge
Partners II, LP, which are Put Shares that the Company will put to
Southridge pursuant to the Equity Purchase Agreement.

The Equity Purchase Agreement with Southridge provides that
Southridge is committed to purchase up to $5 million of our common
stock. We may draw on the facility from time to time, as and when
we determine appropriate in accordance with the terms and
conditions of the Equity Purchase Agreement.

Southridge is an "underwriter" within the meaning of the
Securities Act in connection with the resale of the Company's
common stock under the Equity Purchase Agreement.  No other
underwriter or person has been engaged to facilitate the sale of
shares of our common stock in this offering.  This offering will
terminate 24 months after the registration statement to which this
prospectus is made a part is declared effective by the SEC.  For
each share of the Company's common stock purchased under the
Equity Purchase Agreement, Southridge will pay the Company 95% of
the average of the lowest closing bid price of the Company's
common stock reported by Bloomberg Finance LP in any three trading
days, consecutive or inconsecutive, of the five consecutive
trading day period commencing the date a put notice is delivered.

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


The Company's common stock is quoted on the OTCBB under the symbol
"TCNH.OB."  The shares of the Company's common stock registered
hereunder are being offered for sale by Selling Security Holder at
prices established on the OTCBB during the term of this offering.
On Dec. 15, 2011, the closing bid price of the Company's common
stock was $0.008 per share.  These prices will fluctuate based on
the demand for the Company's common stock.

Neither the SEC nor any state securities commission has approved
or disapproved of these securities or determined if this
prospectus is truthful or complete.  Any representation to the
contrary is a criminal offense.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/gLv2mu

                      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.

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 as of Sept. 30, 2011, showed $5.51
million in total assets, $6.21 million in total liabilities and a
$700,374 total stockholders' deficit.


TELIPHONE CORP: Delays Form 10-K for Fiscal 2011
------------------------------------------------
Teliphone Corp. was unable to compile the necessary financial
information required to prepare a complete filing of its Annual
Report for the fiscal year ended Sept. 30, 2011.  Thus, the
Company was unable to file its Annual Report in a timely manner
without unreasonable effort or expense.  The Company expects to
file within the extension period.

                       About Teliphone Corp.

Montreal, Canada-based Teliphone Corp. (OTCQB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform.

The Company's balance sheet at June 30, 2011, showed US$2.85
million in total assets, US$986,359 in total liabilities and
US$1.87 million total stockholders' equity.


As reported in the Troubled Company Reporter on Jan. 5, 2011,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2010.  The
independent auditors noted that the Company has sustained
operating losses and significant working capital deficits in the
past few years.


TRANS NATIONAL: Court Denies Hiring of Q Advisors
-------------------------------------------------
Bankruptcy Judge William C. Hillman denied the request of Trans
National Communications International, Inc., to employ Q Advisors
"as investment banker in connection with marketing the Debtor's
business operations."  Judge Hillman said the proposed services by
Q Advisors appear to be duplicative of those expected of already-
employed professionals, and that Q Advisors is merely acting as a
broker.

Judge Hillman also admonished the Debtor for choosing to hire Q
Advisors, in part, because of its cheap rate, which prompted the
judge to quote English essayist John Ruskin: "There is scarcely
anything in the world that some man cannot make a little worse,
and sell a little more cheaply.  The person who buys on price
alone is this man's lawful prey."

The Debtor proposes to pay Q Advisors a $10,000 monthly fee, with
a cap of $50,000; and a "Transaction Fee," earned on "consummation
of a Sale Transaction with the potential purchaser who has been
introduced by Q Advisors" of 2.5% of the first $30 million dollars
and 4.5% of amounts over $30 million.  The minimum fee will be
$400,000.

"As to it being the cheapest game in town, I find this a dubious
basis for hiring a professional," Judge Hillman said.  ""While
price is not the sole criterion used by Debtor in selecting Q
Advisors, it is certainly a major one. And I am not certain that
it will necessarily be that inexpensive."

The Committee pointed out the $400,000 minimum fee sought by the
firm means that the Debtor would have to sell its assets for $16
million in order for Q Advisors to earn the minimum fee.  Anything
below $16 million, the minimum fee provision kicks in.  The
Committee noted there has been no valuation so it is unclear how
much the company would fetch.  Judge Hillman agreed, saying absent
any valuation information, he could not make an informed decision
on compensation.

A copy of the Court's Dec. 27, 2011 decision is available at
http://is.gd/lkRwgJfrom Leagle.com.

Trans National Communications International, Inc., provides local
and long distance phone services as well as data communication
services (primarily viewed as telephone and internet services) to
small and medium sized businesses throughout the United States.
The Company purchases services in high volume from larger telecom
network carriers such as Sprint, Qwest (Century Link), AT&T,
Verizon and numerous others and engineers solutions utilizing the
services of one or more of these underlying carriers to provide
individual end-user customers with competitive solutions to meet
their communications services needs.  The Company supports the
processing of more than 150+ million phone calls each month and
provides voice and data communication services for more than
18,000 customers' service connections, issuing monthly invoices
for roughly 25,000 billing locations.

               About Trans National Communications

Based in Boston, Massachusetts, Trans National Communications
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 11-19595) on Oct. 9, 2011, estimating $1 million to $10
million in assets and $10 million to $50 million in debts.  Judge
William C. Hillman oversees the case.  Harold B. Murphy, Esq. and
Christopher M. Condon, Esq. -- hbm@murphyking.com and
cmc@murphyking.com -- at Murphy & King, serve as the Debtor's
counsel.  Verdolino & Lowey, P.C. -- klowey@vlpc.com -- serves as
the Debtor's financial advisors.  Mintz Levin Cohn Ferris Glovsky
and Popeo PC serves as the Debtor's special telecommunications
counsel.  The Staten Group and Bruce E. Rogoff --
info@statengroup.com -- as chief restructuring officer and
advisor.

Anthony L. Gray, Esq. -- tgray@pollackandflanders.com -- at
Pollack & Flanders, LLP; and Kenneth M. Misken, Esq. --
kmisken@milesstockbridge.com -- at Miles & Stockbridge, P.C.,
represent the Official Committee of Unsecured Creditors.


TURKPOWER CORP: Signs Agreement to Acquire Zavyalov Square
----------------------------------------------------------
TurkPower Corporation has entered a binding purchase agreement to
purchase the Zavyalov Square of the Toguchino Coal Field located
in the Toguchino District of Novosibirsk Region, Russia.  Zavyalov
decrees over 100 million tonnes of forecasted extractable quantity
of coal.  As part of the transaction the Company receives
inventory of coking coal worth in excess of $20 million, which the
Company expects to ship in the first quarter of 2012.

Coal at Zavyalov is typically humic with relative low moisture
(max 6%), volatile matters (avg. 20%) and GCV of 7990 - 8680
Kcal/kg.  The grades of coal are fit for processing into hard
coking coal and metallurgical coke, which are both in perpetual
short supply and which trade at a high premiums to "regular" coal.

The Company will inform about its revised business plan and
forecasts, its planned name change as well as management and board
of directors additions in the coming weeks.

                    About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $10.09
million in total assets, $3.71 million in total liabilities and
$6.37 million in total stockholders' equity.

MaloneBailey LLP, in Houston, Texas, noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2011, which raises substantial doubt about its
ability to continue as a going concern.


TURKPOWER CORP: Inks Pact to Acquire All Capitalization of BEST
---------------------------------------------------------------
Turkpower Corporation, on Dec. 20, 2011, entered into an Agreement
and Plan of Share Exchange with BEST, LLC, and the equityholders
of BEST to acquire all of the capitalization of BEST in a
subsidiary to be formed for that purpose, in exchange for an
aggregate of:

   (i) 120,000,000 newly issued shares of the Company's common
       stock, par value $0.001 per share;

  (ii) 1,000 shares of a newly-created Series A Convertible
       Preferred Stock, par value $0.0001 per share which are
       convertible into and vote as 260,000,000 shares of Common
       Stock; and

(iii) 1,000 shares of a newly-created Series B Perpetual,
       Convertible Preferred Stock, par value $0.0001 per share
       which are convertible into and vote as 100,000,000 shares
       of Common Stock, have a liquidation preference of $25,000
       per share.

The Agreement contains customary representations, warranties and
covenants of the Registrant, BEST and the BEST equityholders for
like transactions.

BEST is a company organized under the laws of the Russian
Federation and is the holder of a forty-nine (49) year lease to
develop operate and mine Zavyalov Square, Part 1 at the Toguchina
Coal Filed, located in Novosibirsk, Russia with a minimum
forecasted extractable quantity of coal of 100,000,000 metric tons
of coal and the owner of saleable coking coal stock of at least
$20,000,000.

                   About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $10.09
million in total assets, $3.71 million in total liabilities and
$6.37 million in total stockholders' equity.

MaloneBailey LLP, in Houston, Texas, noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2011, which raises substantial doubt about its
ability to continue as a going concern.


VALENCE TECHNOLOGY: Amends 2005 Loan Pact with iStar, et al.
------------------------------------------------------------
Valence Technology, Inc., entered into an Amendment No. 4 to Loan
and Security Agreement and Other Loan Documents with iStar Tara
LLC, and Carl E. Berg, the Chairman of the Company's Board of
Directors and the Company's principal stockholder, to amend the
Loan and Security Agreement dated as of July 13, 2005, among the
Company, iStar and Mr. Berg.  Pursuant to the terms of the
Original Loan Agreement, iStar's predecessor in interest, SFT 1,
Inc., extended a $20,000,000 loan to the Company, which Loan is
guaranteed by Mr. Berg and secured by certain of Mr. Berg's
assets.  The outstanding principal balance on the Loan was $3.0
million as of Dec. 9, 2011.  The Amendment is effective as of
Dec. 9, 2011.

The Amendment extends the maturity date of the three remaining
amortization payments of $1 million each (due in December 2011,
January 2012 and February 2012) such that $1.5 million will be due
on March 10, 2012, and the final $1.5 million will be due on
April 10, 2012.  The remainder of the principal and any other
outstanding obligations under the Loan will be payable in full on
the New Maturity Dates.

In connection with the Loan, the Company had previously issued to
iStar two Warrants to Purchase Common Stock of Valence Technology,
Inc., pursuant to which iStar may purchase up to 100,000 shares of
the Company's common stock, par value $0.001 per share, at an
exercise price of $1.45 per share and up to 115,000 shares of the
Company's Common Stock at an exercise price of $1.00 per share on
or before Jan. 11, 2014, and March 30, 2013, respectively.  The
terms of the two warrants that iStar or its affiliates hold will
each be extended for one year to Jan. 11, 2015, and to March 30,
2014, respectively.

A full-text copy of the 4th Amendment to Loan and Security
Agreement is available for free at http://is.gd/DGEiFR

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$41.23 million in total assets, $89.47 million in total
liabilities, $8.61 million in redeemable convertible preferred
stock, and a $56.84 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VILLAGE RESORTS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Village Resorts, Inc.
          aka Purple Hotel
        3654 W. Jarvis
        Skokie, IL 60076

Bankruptcy Case No.: 11-50965

Chapter 11 Petition Date: December 21, 2011

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Carolina Y. Sales, Esq.
                  BAUCH & MICHAELS, LLC
                  53 W. Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  E-mail: csales@bauch-michaels.com

                         - and ?

                  Kenneth A. Michaels, Jr., Esq.
                  BAUCH & MICHAELS, LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  E-mail: kmichaels@bauch-michaels.com

                         - and ?

                  Paul M. Bauch, Esq.
                  BAUCH & MICHAELS LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  E-mail: pbauch@bauch-michaels.com

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

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

The petition was signed by Kun Chae Bae, president.

Debtor's List of Its 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kun Chun Bae                       --                  $24,000,000
19 Rolling Ridge
Northfield, IL 60093

On Command Video                   --                     $164,625
4610 South Ulster, Suite 600
Denver, CO 80237

ComEd                              --                      $70,000
P.O. Box 6112
Carol Stream, IL 60197-6112

Hotel Employees and Restaurant     --                      $58,193
Employees

North Shore Gas                    --                      $55,000

Crump Insurance Inc.               --                      $50,000

Don Vogel, Esq.                    --                      $35,000

Donald Bae                         --                      $33,340

Pacific Life                       --                      $12,000

Schindler Elevator Corporation     --                       $6,902

Charles R. Gryll                   --                       $5,036

Chicago Title Land Trust Company   --                       $3,420

Allocco, Miller & Cahill, P.C.     --                       $3,043

Johnson, Goldberg & Brown, Ltd.    --                       $3,000

Neal, Gerber & Eisenberg, LLP      --                       $1,281

Metge Spitzer                      --                         $990

Howard Simon                       --                         $825

8288 Village of Lincolnwood        --                         $499

Penn-American Insurance            --                           $1


VITRO SAB: Bondholder Victory Over Vitro Reinstated Temporarily
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a victory by Mexican glassmaker Vitro SAB over
bondholders was short-lived.  Barely one day after the U.S.
Bankruptcy Court in Texas prevented the bondholders from enforcing
a ruling in their favor from a state court in New York, a U.S.
District Judge in Dallas temporarily reinstated the state court
order until a hearing later Dec. 27.

The report relates that Vitro won what could have been a major
victory on Dec. 22 when U.S. Bankruptcy Judge Harlin "Cooter" Hale
said a state court in New York violated the so-called automatic
stay in bankruptcy by compelling non-bankrupt Vitro subsidiaries
to withdraw approval of the parent's reorganization plan in a
court in Mexico.

Mr. Rochelle reports that the bondholders, who are seeking to
collect on $1.2 billion in defaulted bonds, immediately filed an
appeal to the U.S. District Court. On the morning of Dec. 23, U.S.
District Judge Royal Ferguson in Dallas halted enforcement of
Hale's ruling.  Meanwhile, the ruling of the New York court
remains in effect, Judge Ferguson said.

According to the report, Judge Ferguson directed Vitro and the
bondholders to appear at a hearing at 5 p.m. Dec. 27 in Dallas to
argue whether Hale's ruling should be stayed pending the
bondholders' appeal.

The bondholders previously won a ruling in New York state court
saying that the Vitro subsidiaries can't use Mexican law to escape
liability for their guarantees of the bonds.  Although Judge Hale
believed it was improper for the New York court to tell Vitro
subsidiaries how to act in the parent's bankruptcy, he said Vitro
"very well may win the battle here and yet lose the war."

                           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% to 54% 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.


WAVE SYSTEMS: Former Novell CEO Robert Frankenberg Joins Board
--------------------------------------------------------------
Wave Systems Corp. named Robert Frankenberg, 64, to the Company's
Board of Directors, increasing Wave's Board to six members.  Mr.
Frankenberg's decades of management experience in the software
industry will help guide the Company's business development
strategy across key verticals including government, technology,
healthcare, financial services, industrial and energy.

"Bob's extensive leadership experience and  track record of
success make him an ideal addition to our Board," commented John
E. Bagalay, Jr. Ph.D. Chairman of Wave.  "He has built a diverse
and impressive rolodex of relationships across the public and
private sectors.  Of greatest significance, he shares our
excitement and passion for the company's technology and is eager
to help increase awareness of our security solutions as Wave
enters a new phase of accelerated expansion and growth."

Mr. Frankenberg heads NetVentures, a management consulting firm he
founded that focuses on the high tech industry.  He was previously
chairman of Kinzan, a leading provider of Internet services
platforms that was sold in 2004.  He served for four years as
chairman, president, and CEO of eBusiness software and services
provider Encanto Networks through the sale of its major business
to Avaya.  And for three years Mr. Frankenberg was Chairman and
CEO of Novell, one of the  largest networking software companies
in the world, where he lead the businesses through a major
strategy change.

Prior to Novell, Mr. Frankenberg was the V.P. & Group General
Manager of Hewlett-Packard's Personal Information Products Group,
responsible for the personal computer, server, networking, and
other office software and consumer product lines.  Under his
leadership HP's PC business moved from #26 in market share to #7,
and the team he built took HP to the #1 position after he left for
Novell.  Mr. Frankenberg joined HP as a manufacturing technician
and moved up through engineering and management positions to
become general manager of the Personal Information Products Group.

Mr. Frankenberg is on the board of directors of Nuance
Communications, Veracity Networks, SQLStream, Sylvan Source and
the Sundance Institute.  He also chairs the Westminster College
Board of Trustees.  He is a former member of the following boards:
San Jose State University Advisory, Stanford Business School
Alumni, National Semiconductor, AOL, Daw Technologies,
Electroglas, Extended Systems, PowerQuest, Secure Computing,
Starlight Networks and Wall Data.

Mr. Frankenberg earned a bachelor's degree in Computer Engineering
from San Jose State University, is a graduate of Stanford's
Graduate School of Business executive program and served four
years in the U.S. Air Force. He is widely published; a frequent
speaker, holds several computer design patents and has received
the following honors: Air Force Commendation Medal, Smithsonian
Jefferson Scholar, Distinguished Utahan, the SJSU College of
Engineering Distinguished Graduate and is a recent inductee to the
Silicon Valley Engineering Hall of Fame.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


ZOTA PETROLEUMS: Landlord's Lawyer Awarded $6,978 in Fees
---------------------------------------------------------
Chief Bankruptcy Judge Douglas O. Tice, Jr., granted CowanGates,
PC, attorney for Telford LLC, $6,500 in attorney fee plus $478 in
expenses as part of Telford LLC's allowed administrative rent
expense, as landlord, in the bankruptcy case of Zota Petroleums,
LLC.  The Court held that under the circumstances of the tenant's
bankruptcy filing, the landlord's actions in this case constitute
both "demand" and "enforcing the lease," thus satisfying Sec.
26(f) of the lease, which provides that upon demand the landlord
is entitled to reasonable attorney's fees "incurred by Landlord in
enforcing this lease."  Telford asserts an administrative expense
claim for past due rent, unpaid real property taxes, and
CowanGates' fee and expenses.  A copy of the Court's Dec. 9
memorandum opinion and order is available at http://is.gd/3PRZ0v
from Leagle.com.

Telford is represented by:

          Tessie O. Barnes Bacon, Esq.
          Frank F. Rennie, IV, Esq.
          COWANGATES, PC
          1930 Huguenot Road
          Richmond, VA 23235
          Tel: (804) 320-9100
          Fax: (804) 320-2950
          E-mail: frennie@cowangates.com

Based in Mechanicsville, Virginia, Zota Petroleums LLC filed for
Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 11-35079) on
Aug. 7, 2011.  Judge Douglas O. Tice, Jr., presides over the case.
Douglas A. Scott PLC -- BankruptcyCounsel@gmail.com -- 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 Shashikant Zota, managing member.

Keith L. Phillips was appointed as chapter 11 trustee in the case
and is represented by:

          Ellen L. Valentine, Esq.
          Kimberly A. Pierro, Esq.
          Loc Pfeiffer, Esq.
          Peter Barrett, Esq.
          KUTAK ROCK LLP
          Bank of America Center, Suite 800
          1111 East Main Street
          Richmond, VA 23219-3500
          Tel: (804) 644-1700
          Fax: (804) 783-6192
          E-mail: Ellen.Valentine@KutakRock.com
                  Kimberly.Pierro@KutakRock.com
                  Loc.Pfeiffer@KutakRock.com
                  Peter.Barrett@KutakRock.com


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Arturo Villanueva
   Bankr. C.D. Calif. Case No. 11-15569
      Chapter 11 Petition filed December 7, 2011

In Re Bruce Mulhearn
   Bankr. C.D. Calif. Case No. 11-59911
      Chapter 11 Petition filed December 7, 2011

In Re Gloria Montano
   Bankr. C.D. Calif. Case No. 11-15585
      Chapter 11 Petition filed December 7, 2011

In Re Roubik Barkhordarian
   Bankr. C.D. Calif. Case No. 11-24089
      Chapter 11 Petition filed December 7, 2011

In Re Letora Barrett
   Bankr. S.D. Fla. Case No. 11-43591
      Chapter 11 Petition filed December 7, 2011

In Re Christopher Bell
   Bankr. D. Mass. Case No. 11-21395
      Chapter 11 Petition filed December 7, 2011

In Re Timothy Williams
   Bankr. N.D. Miss. Case No. 11-15655
      Chapter 11 Petition filed December 7, 2011

In Re Thomas Kidd
   Bankr. E.D. N.C. Case No. 11-09306
      Chapter 11 Petition filed December 7, 2011

In Re John Shaw
   Bankr. W.D. Pa. Case No. 11-71216
      Chapter 11 Petition filed December 7, 2011

In Re Isidoro Gonzalez Guerrido
   Bankr. D. Puerto Rico Case No. 11-10467
      Chapter 11 Petition filed December 7, 2011

In Re Dwight McMillan
   Bankr. D. S.C. Case No. 11-07582
     Chapter 11 Petition filed December 7, 2011

In Re Douglas Copenhaver
   Bankr. N.D. W.Va. Case No. 11-02078
     Chapter 11 Petition filed December 7, 2011

In Re James Gard
   Bankr. D. Ariz. Case No. 11-33453
     Chapter 11 Petition filed December 8, 2011

In Re Subha Mukherjee
   Bankr. D. Ariz. Case No. 11-33465
     Chapter 11 Petition filed December 8, 2011

In Re Jessica Shafer
   Bankr. M.D. Fla. Case No. 11-08885
     Chapter 11 Petition filed December 8, 2011

In Re Jason Zabaleta
   Bankr. S.D. Fla. Case No. 11-43685
     Chapter 11 Petition filed December 8, 2011

In Re Penny Nittolo
   Bankr. N.D. Ga. Case No. 11-14070
     Chapter 11 Petition filed December 8, 2011

In Re Jose Castillo
   Bankr. D. Nev. Case No. 11-28876
     Chapter 11 Petition filed December 8, 2011


In Re Jeen Jimenez
   Bankr. C.D. Calif. Case No. 11-60160
     Chapter 11 Petition filed December 9, 2011

In Re Liana Munden
   Bankr. C.D. Calif. Case No. 11-60267
     Chapter 11 Petition filed December 9, 2011

In Re In The Zone Sports Bar And Grill, Inc.
   Bankr. D. Colo. Case No. 11-38584
      Chapter 11 Petition filed December 9, 2011
         See http://bankrupt.com/misc/cob11-38584.pdf
         represented by: Philipp C. Theune, Esq.
                         E-mail: ptheune@powelltheune.com

In Re Highland Park Animal Clinic, P.A.
        dba The Animal Care Center of Topeka
   Bankr. D. Kan. Case No. 11-42003
      Chapter 11 Petition filed December 9, 2011
         See http://bankrupt.com/misc/ksb11-42003.pdf
         represented by: Tom R. Barnes, II, Esq.
                         E-mail: tom@stumbolaw.com

In Re Leon Conner
   Bankr. D. Kan. Case No. 11-42004
     Chapter 11 Petition filed December 9, 2011

In Re Benjamin Brown
   Bankr. D. Mont. Case No. 11-62288
     Chapter 11 Petition filed December 9, 2011

In Re S Bar S Construction, Inc.
   Bankr. D. Mont. Case No. 11-62291
      Chapter 11 Petition filed December 9, 2011
         See http://bankrupt.com/misc/mtb11-62291.pdf
         represented by: Gary S. Deschenes, Esq.
                         E-mail: descheneslaw@dslawoffices.net

In Re William Rodgers
   Bankr. D. Nev. Case No. 11-28915
     Chapter 11 Petition filed December 9, 2011

In Re National Unlimited Properties, LLC
   Bankr. W.D.N.Y. Case No. 11-14215
      Chapter 11 Petition filed December 9, 2011
         filed pro se

In Re Farid Saker Rodriguez
   Bankr. D. Puerto Rico Case No. 11-10539
     Chapter 11 Petition filed December 9, 2011

In Re Jesus Castillo Ortiz
   Bankr. D. Puerto Rico Case No. 11-10530
     Chapter 11 Petition filed December 9, 2011

In Re Raisa Musa Quinones
   Bankr. D. Puerto Rico Case No. 11-10523
     Chapter 11 Petition filed December 9, 2011

In Re Whole House Audio & Video, Inc.
   Bankr. D. S.C. Case No. 11-07631
      Chapter 11 Petition filed December 9, 2011
         See http://bankrupt.com/misc/scb11-07631.pdf
         represented by: Reid B. Smith, Esq.
                         Price Bird Smith & Boulware PA
                         E-mail: reid@pricebirdlaw.com

In Re Dwight Collins
   Bankr. E.D. Tenn. Case No. 11-52687
     Chapter 11 Petition filed December 9, 2011

In Re Meredith McCullar
   Bankr. N.D. Texas Case No. 11-10456
     Chapter 11 Petition filed December 9, 2011

In Re Abolfazl Shajari
   Bankr. C.D. Calif. Case No. 11-24193
     Chapter 11 Petition filed December 10, 2011

In Re Shelbyville Warehouse, LLC
   Bankr. M.D. Tenn. Case No. 11-12199
      Chapter 11 Petition filed December 9, 2011
         See http://bankrupt.com/misc/tnmb11-12199.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In Re Brake Madness Inc.
   Bankr. C.D. Calif. Case No. 11-60339
      Chapter 11 Petition filed December 10, 2011
         See http://bankrupt.com/misc/cacb11-60339.pdf
         represented by: David S. Lee, Esq.
                         Law Offices of David S Lee & Associates
                         E-mail: dlee@davidsleelaw.com

In Re Sheridan Rehabilitative & Wellness Center, Inc.
   Bankr. D. D.C. Case No. 11-00921
      Chapter 11 Petition filed December 10, 2011
         See http://bankrupt.com/misc/dcb11-00921.pdf
         represented by: Thomas W. Felder, II, Esq.
                         Law Office of Thomas Felder
                         E-mail: tfelder@bluechiptitle.com

In Re C & J Regional Properties, LLC
   Bankr. E.D. Tenn. Case No. 11-16852
      Chapter 11 Petition filed December 10, 2011
         See http://bankrupt.com/misc/tneb11-16852.pdf
         represented by: Kyle R. Weems, Esq.
                         E-mail: weemslaw@earthlink.net

In Re Javier Mendoza
   Bankr. C.D. Calif. Case No. 11-47273
     Chapter 11 Petition filed December 11, 2011

In Re Rossiter's Bay Area Construction, Inc.
   Bankr. M.D. Fla. Case No. 11-22586
      Chapter 11 Petition filed December 11, 2011
         See http://bankrupt.com/misc/flmb11-22586.pdf
         represented by: Rosalind R. Griffie, Esq.
                         The Law Office of Rosalind R. Griffie PA
                         E-mail: griffielaw@aol.com

In Re Andy Valiente Caballero
   Bankr. D. Puerto Rico Case No. 11-10551
     Chapter 11 Petition filed December 11, 2011


In Re Briggs Paving, Inc.
   Bankr. S.D.N.Y. Case No. 11-38395
      Chapter 11 Petition filed December 11, 2011
         See http://bankrupt.com/misc/nysb11-38395.pdf
         represented by: Thomas Genova, Esq.
                         Genova & Malin, Attorneys
                         E-mail: genmallaw@optonline.net

   In Re Briggs Rental, Inc.
      Bankr. S.D.N.Y. Case No. 11-38396
         Chapter 11 Petition filed December 11, 2011

      In Re A Better Paving Co., Inc.
         Bankr. S.D.N.Y. Case No. 11-38397
            Chapter 11 Petition filed December 11, 2011


In Re Jackson Whaley Enterprises, Inc.
   Bankr. M.D. Ala. Case No. 11-12218
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/almb11-12218.pdf
         represented by: Cameron A. Metcalf, Esq.
                         Espy, Metcalf & Espy, P.C.
                         E-mail: cam@espymetcalf.com

In Re 18 TITUS RIVER, LLC
   Bankr. D. Ariz. Case No. 11-33662
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/azb11-33662.pdf
         represented by: Jerry L. Cochran, Esq.
                         Cochran Law Firm, PC
                         E-mail: jcochran@cochranlawfirmpc.com

In Re Jimmy McKinney
   Bankr. W.D. Ark. Case No. 11-75425
     Chapter 11 Petition filed December 12, 2011

In Re Kenneth Schacter
   Bankr. C.D. Calif. Case No. 11-60372
     Chapter 11 Petition filed December 12, 2011

In Re Marilyn Epperson
   Bankr. C.D. Calif. Case No. 11-60393
     Chapter 11 Petition filed December 12, 2011

In Re Philip Davidson
   Bankr. C.D. Calif. Case No. 11-60542
     Chapter 11 Petition filed December 12, 2011

In Re Edward Esmaili
   Bankr. E.D. Calif. Case No. 11-94224
     Chapter 11 Petition filed December 12, 2011

In Re Kurt Huffine
   Bankr. E.D. Calif. Case No. 11-48710
     Chapter 11 Petition filed December 12, 2011

In Re Rafael Garcia
   Bankr. E.D. Calif. Case No. 11-48737
     Chapter 11 Petition filed December 12, 2011

In Re SDK Contessa Inc.
        dba American Gasoline
   Bankr. E.D. Calif. Case No. 11-48703
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/caeb11-48703.pdf
         represented by: Robert P. Huckaby, Esq.

In Re Denise Schmidt
   Bankr. S.D. Calif. Case No. 11-20004
     Chapter 11 Petition filed December 12, 2011

In Re Mid-America Waffles, Inc.
   Bankr. D. Kan. Case No. 11-23774
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/ksb11-23774.pdf
         represented by: Eric C. Rajala, Esq.
                         E-mail: eric@ericrajala.com

In Re Goel Enterprise, Inc.
   Bankr. D. Md. Case No. 11-34134
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/mdb11-34134.pdf
         represented by: Craig Palik, Esq.
                         McNamee Hosea PA
                         E-mail: cpalik@mhlawyers.com

In Re D & L Auto, Inc.
   Bankr. D. N.H. Case No. 11-14499
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/nhb11-14499.pdf
         represented by: Eleanor Wm Dahar, Esq.
                         E-mail: edahar@att.net

In Re Congregation Mishmeres Shulem
   Bankr. S.D.N.Y. Case No. 11-24406
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/nysb11-24406.pdf
         represented by: Allen A. Kolber, Esq.
                         Law Offices Of Allen A. Kolber, Esq.
                         E-mail: akolber@kolberlegal.com

In Re Greater New Testament Holy Church Min.
   Bankr. E.D. N.C. Case No. 11-09381
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/nceb11-09381.pdf
         represented by: Michael P. Peavey, Esq.
                         E-mail: mpeavey@peaveylaw.com

In Re LCDC Corporation
   Bankr. D. Puerto Rico Case No. 11-10569
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/prb11-10569.pdf
         represented by: Carmen D. Conde Torres, Esq.
                         E-mail: notices@condelaw.com

In Re Vista Bahia Culebra Inc.
   Bankr. D. Puerto Rico Case No. 11-10567
      Chapter 11 Petition filed December 12, 2011
         See http://bankrupt.com/misc/prb11-10567.pdf
         represented by: Agustin Diaz Garcia, Esq.

In Re Paul Marciano
   Bankr. N.D. Texas Case No. 11-46906
     Chapter 11 Petition filed December 12, 2011


In Re E. SDSD, Inc.
   Bankr. C.D. Calif. Case No. 11-60677
      Chapter 11 Petition filed December 13, 2011
         See http://bankrupt.com/misc/cacb11-60677.pdf
         represented by: M Jonathan Hayes, Esq.
                         Law Office of M Jonathan Hayes
                         E-mail: jhayes@hayesbklaw.com

In Re Steve Giannecchini
   Bankr. E.D. Calif. Case No. 11-48764
     Chapter 11 Petition filed December 13, 2011

In Re Adalberto Oliveira
   Bankr. N.D. Calif. Case No. 11-61371
     Chapter 11 Petition filed December 13, 2011

In Re HLCT Danbury, LLC
   Bankr. D. Conn. Case No. 11-52453
      Chapter 11 Petition filed December 13, 2011
         See http://bankrupt.com/misc/ctb11-52453.pdf
         represented by: Mark M. Kratter, Esq.
                         Kratter & Gustafson, LLC
                         E-mail:  laws4ct@aol.com

In Re John Stanton
   Bankr. M.D. Fla. Case No. 11-22675
     Chapter 11 Petition filed December 13, 2011

In Re Sunrise Estates & Properties, LLC
   Bankr. M.D. Fla. Case No. 11-18568
      Chapter 11 Petition filed December 13, 2011
         See  http://bankrupt.com/misc/flmb11-18568.pdf
         represented by: Eric D. Frommer, Esq.
                         Fisher & Frommer PLLC
                         E-mail: efrommer@fisherfrommer.com

In Re Mark Maher
   Bankr. S.D. Fla. Case No. 11-44057
     Chapter 11 Petition filed December 13, 2011

In Re Yvette Ans
   Bankr. S.D. Fla. Case No. 11-44112
     Chapter 11 Petition filed December 13, 2011

In Re George Benson
   Bankr. D. Md. Case No. 11-34194
     Chapter 11 Petition filed December 13, 2011

In Re James Lincoln
   Bankr. D. Nev. Case No. 11-29034
     Chapter 11 Petition filed December 13, 2011

In Re Ohio Made Tires LLC
   Bankr. E.D.N.Y. Case No. 11-50396
      Chapter 11 Petition filed December 13, 2011
         See http://bankrupt.com/misc/nyeb11-50396.pdf
         represented by: Wayne M. Greenwald, Esq.
                         Wayne Greenwald, PC
                         E-mail: grimlawyers@aol.com

In Re QMR Consulting, LLC
        QMR Fine Arts Consulting, LLC
   Bankr. W.D. Pa. Case No. 11-27459
      Chapter 11 Petition filed December 13, 2011
         See http://bankrupt.com/misc/pawb11-27459p.pdf
         See http://bankrupt.com/misc/pawb11-27459c.pdf
         represented by: Marvin Leibowitz, Esq.
                         E-mail: marvleibo@yahoo.com

In Re Jorge Medina Ramirez
   Bankr. D. Puerto Rico Case No. 11-10625
     Chapter 11 Petition filed December 13, 2011

In Re The Hospice Center, Inc.
   Bankr. S.D. Texas Case No. 11-40601
      Chapter 11 Petition filed December 13, 2011
         See http://bankrupt.com/misc/txsb11-40601.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         E-mail: margaret@mmmcclurelaw.com

In Re Thi Doan
   Bankr. C.D. Calif. Case No. 11-27126
     Chapter 11 Petition filed December 14, 2011

In Re William Beinbrink
   Bankr. C.D. Calif. Case No. 11-27169
     Chapter 11 Petition filed December 14, 2011

In Re Valente De Leon
   Bankr. N.D. Calif. Case No. 11-61415
     Chapter 11 Petition filed December 14, 2011

In Re Deborah Koons
   Bankr. M.D. Fla. Case No. 11-22759
     Chapter 11 Petition filed December 14, 2011

In Re Jean Rios Trust
   Bankr. S.D. Fla. Case No. 11-44162
      Chapter 11 Petition filed December 14, 2011
         filed pro se

In Re Richard Pleban
   Bankr. S.D. Fla. Case No. 11-44227
     Chapter 11 Petition filed December 14, 2011

In Re Sagamore Investments, Inc.
   Bankr. S.D. Fla. Case No. 11-44233
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/flsb11-44233.pdf
         represented by: Douglas J. Snyder, Esq.
                         E-mail: djspa@aol.com

In Re Carlos Skeete
   Bankr. N.D. Ga. Case No. 11-85885
     Chapter 11 Petition filed December 14, 2011

In Re Louis Lenfant
      Angelina Lenfant
   Bankr. E.D. La. Case No. 11-14061
     Chapter 11 Petition filed December 14, 2011

In Re Rafael Lemus
   Bankr. D. Mass. Case No. 11-21634
     Chapter 11 Petition filed December 14, 2011

In Re Villet Corp.
   Bankr. W.D. Mich. Case No. 11-12295
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/miwb11-12295.pdf
         represented by: John W. Raven, Esq.
                         Fisher & Frommer PLLC
                         E-mail: court@ravenlaw.net

In Re Beth Heilman
   Bankr. D. Nev. Case No. 11-29114
     Chapter 11 Petition filed December 14, 2011

In Re James Spickelmier
   Bankr. D. Nev. Case No. 11-29093
     Chapter 11 Petition filed December 14, 2011

In Re Blair House of Cherry Hill, Inc.
   Bankr. D. N.J. Case No. 11-45493
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/njb11-45493.pdf
         represented by: Barry W. Frost, Esq.
                         Teich Groh
                         E-mail: bfrost@teichgroh.com

In Re Blair House of PA, Inc.
   Bankr. E.D. Pa. Case No. 11-19498
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/paeb11-19498.pdf
         represented by: Carol L. Knowlton, Esq.
                         E-mail: cknowlton@teichgroh.com

In Re J & S Properties, LLC
   Bankr. W.D. Pa. Case No. 11-71247
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/pawb11-71247.pdf
         represented by: James R. Huff, II, Esq.
                         Sullivan Forr Stokan & Huff
                         E-mail: jhuff@sfshlaw.com

In Re H&H Tire Service, Inc.
   Bankr. W.D. Pa. Case No. 11-71248
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/pawb11-71248.pdf
         represented by: James R. Huff, II, Esq.
                         Sullivan Forr Stokan & Huff
                         E-mail: jhuff@sfshlaw.com

In Re Instrumentation Corps, Inc.
   Bankr. D. Puerto Rico Case No. 11-10645
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/prb11-10645.pdf
         represented by: Jaime Rodriguez Rodriguez, Esq.
                         Rodriguez & Asociados
                         E-mail: rodriguezyasociadoscsp@yahoo.com

In Re Kike Transport Inc.
   Bankr. D. Puerto Rico Case No. 11-10626
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/prb11-10626.pdf
         represented by: Maria Mercedes Figueroa Y Morgade, Esq.
                         Figueroa Y Morgade Legal Advisors
                         E-mail: figueroaymorgadelaw@yahoo.com

In Re Reliable Industrial Services, Inc.
   Bankr. D. Puerto Rico Case No. 11-10629
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/prb11-10629.pdf
         represented by: Francisco J Ramos Gonzalez, Esq.
                         Figueroa Y Morgade Legal Advisors
                         E-mail: fjramos@coqui.net

In Re Spare Time, Inc.
        dba Spare Time Bowl
   Bankr. W.D. Wash. Case No. 11-49658
      Chapter 11 Petition filed December 14, 2011
         See http://bankrupt.com/misc/wawb11-49658.pdf
         represented by: Jared D. Bellum, Esq.
                         Law Offices of Richard D. Seward PC
                         E-mail:  jbellum@gmail.com

In Re Assyrian Babylon, LLC
        dba Ron's Place
        dba Rumors Sports Bar And Grill
   Bankr. D. Ariz. Case No. 11-34059
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/azb11-34059.pdf
         represented by: Dennis M. Breen, III, Esq.
                         Breen & Olson, PLC
                         E-mail: dennis@botlawfirm.com

In Re Michael Walton
   Bankr. D. Ariz. Case No. 11-34028
     Chapter 11 Petition filed December 15, 2011

In Re Roger Stidham
   Bankr. D. Ariz. Case No. 11-34108
     Chapter 11 Petition filed December 15, 2011

In Re State Electrical Contractors, Inc.
   Bankr. D. Ariz. Case No. 11-34066
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/azb11-34066.pdf
         represented by: Donald W. Powell, Esq.
                         Carmichael & Powell, P.C.
                         E-mail: d.powell@cplawfirm.com

In Re George Burgos
   Bankr. C.D. Calif. Case No. 11-61020
     Chapter 11 Petition filed December 15, 2011

In Re Luis The Chef, Inc.
        dba Misto Caffe and Bakery
   Bankr. C.D. Calif. Case No. 11-61069
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/cacb11-61069.pdf
         represented by: Michael Jay Berger, Esq.
                         E-mail:
michael.berger@bankruptcypower.com

In Re Minou Hedayat
   Bankr. C.D. Calif. Case No. 11-27208
     Chapter 11 Petition filed December 15, 2011

In Re Ruben Bacilio
   Bankr. C.D. Calif. Case No. 11-27194
     Chapter 11 Petition filed December 15, 2011

In Re William Fox
   Bankr. C.D. Calif. Case No. 11-61017
     Chapter 11 Petition filed December 15, 2011

In Re Encinal Real Estate, Inc.
   Bankr. N.D. Calif. Case No. 11-61446
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/canb11-61446.pdf
         represented by: Ralph P. Guenther, Esq.
                         Law Offices of Duffy and Guenther
                         E-mail:  rguenther@duffyguenther.com

In Re AA Hospitality Group Inc.
   Bankr. D. D.C. Case No. 11-00928
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/dcb11-00928.pdf
         represented by: Michael R. Murphey, Esq.
                         E-mail:  murpheyusa@aol.com

In Re Richard Johnson
   Bankr. M.D. Fla. Case No. 11-22787
     Chapter 11 Petition filed December 15, 2011

In Re Kenneth Fleming
   Bankr. S.D. Fla. Case No. 11-44362
     Chapter 11 Petition filed December 15, 2011

In Re John Parker
   Bankr. W.D. La. Case No. 11-51765
     Chapter 11 Petition filed December 15, 2011

In Re Raintree Aero Corporation
   Bankr. D. Md. Case No. 11-34343
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/mdb11-34343.pdf
         represented by: Dennis King, Esq.
                         E-mail: dking@dkhlaw.com

In Re Chase Group LLC
        aka Chase Group of Michigan, LLC
   Bankr. E.D. Mich. Case No. 11-71762
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/mieb11-71762.pdf
         represented by: Coral M. Watt, Esq.
                         Fisher & Frommer PLLC
                         E-mail: attywatt@aol.com

In Re Troy Carl
   Bankr. D. N.M. Case No. 11-15366
     Chapter 11 Petition filed December 15, 2011

In Re Anthony Giorgianni
   Bankr. E.D.N.Y. Case No. 11-50433
     Chapter 11 Petition filed December 15, 2011

In Re American Artists Representatives, Inc.
   Bankr. S.D.N.Y. Case No. 11-24418
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/nysb11-24418.pdf
         represented by: Dawn K. Arnold, Esq.
                         Rattet Pasternak, LLP
                         E-mail: darnold@rattetlaw.com

In Re Deaf and Hard of Hearing Interpreting Services, Inc.
   Bankr. S.D.N.Y. Case No. 11-15747
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/nysb11-15747.pdf
         represented by: Joel M. Shafferman, Esq.
                         Shafferman & Feldman, LLP
                         E-mail: joel@shafeldlaw.com

In Re Land Pride Services, Inc.
   Bankr. S.D.N.Y. Case No. 11-38438
      Chapter 11 Petition filed December 15, 2011
         See http://bankrupt.com/misc/nysb11-38438.pdf
         represented by: Thomas Genova, Esq.
                         Genova & Malin, Attorneys
                         E-mail: genmallaw@optonline.net

In Re Ali Tahir
   Bankr. W.D. Okla. Case No. 11-16739
     Chapter 11 Petition filed December 15, 2011

In Re Exterra Energy, Inc.
   Bankr. N.D. Texas Case No. 11-46956
      Chapter 11 Petition filed December 15, 2011
         filed pro se

In Re HB Smith
   Bankr. D. Ariz. Case No. 11-34158
     Chapter 11 Petition filed December 16, 2011

In Re Romano & Son Trucking, Inc.
   Bankr. D. Ariz. Case No. 11-34141
      Chapter 11 Petition filed December 16, 2011
         See http://bankrupt.com/misc/azb11-34141.pdf
         represented by: Allan D. Newdelman, Esq.
                         Allan D. Newdelman PC
                         E-mail:  anewdelman@qwestoffice.net

In Re Elizabeth Barry
   Bankr. C.D. Calif. Case No. 11-61134
     Chapter 11 Petition filed December 16, 2011

In Re Henry Curameng
   Bankr. C.D. Calif. Case No. 11-27288
     Chapter 11 Petition filed December 16, 2011

In Re Nana Baidoobonso-Iam
   Bankr. C.D. Calif. Case No. 11-61110
     Chapter 11 Petition filed December 16, 2011

In Re Osman Othman
   Bankr. N.D. Calif. Case No. 11-73081
     Chapter 11 Petition filed December 16, 2011

In Re Cornelis Stoutenburg
   Bankr. S.D. Calif. Case No. 11-20190
     Chapter 11 Petition filed December 16, 2011

In Re FMP Tennessee LLC
   Bankr. D. Colo. Case No. 11-38993
      Chapter 11 Petition filed December 16, 2011
         See http://bankrupt.com/misc/cob11-38993.pdf
         represented by: David Warner, Esq.
                         E-mail: david.warner@sendwass.com

In Re Amir Mohit-Kermani
   Bankr. S.D. Fla. Case No. 11-44415
     Chapter 11 Petition filed December 16, 2011

In Re Smith Audio Visual, Inc.
   Bankr. D. Kan. Case No. 11-42026
      Chapter 11 Petition filed December 16, 2011
         See http://bankrupt.com/misc/ksb11-42026.pdf
         represented by: Charles T. Engel, Esq.
                         Engel Law, P.A.
                         E-mail: chuck@engellawpa.com

In Re Easley's Auction Co. and Liquidators, L.L.C
   Bankr. W.D. Mo. Case No. 11-45773
      Chapter 11 Petition filed December 16, 2011
         See http://bankrupt.com/misc/mowb11-45773.pdf
         represented by: Joel Pelofsky, Esq.
                         Berman DeLeve Kuchan & Chapman, LC
                         E-mail: jpelofsky@bdkc.com

In Re Ronell Curtis
   Bankr. D. Nev. Case No. 11-29214
     Chapter 11 Petition filed December 16, 2011

In Re Donald Defoe
   Bankr. D. Ore. Case No. 11-40618
     Chapter 11 Petition filed December 16, 2011

In Re Dewey Spittler
   Bankr. W.D. Pa. Case No. 11-27532
     Chapter 11 Petition filed December 16, 2011

In Re Caribbean Finest Security & Investigatio
   Bankr. D. Puerto Rico Case No. 11-10736
      Chapter 11 Petition filed December 16, 2011
         See http://bankrupt.com/misc/prb11-10736.pdf
         represented by: Ruben Gonzalez Marrero, Esq.
                         E-mail: rgm@microjuris.com

In Re Mayaguez Taco Maker Corp.
   Bankr. D. Puerto Rico Case No. 11-10710
      Chapter 11 Petition filed December 16, 2011
         See http://bankrupt.com/misc/prb11-10710.pdf
         represented by: Antonio I Hernandez Santiago, Esq.
                         Antonio I Hernandez Santiago Law Of
                         E-mail: ahernandezlaw@yahoo.com

   In Re Plaza Del Caribe Taco Maker Corp.
      Bankr. D. Puerto Rico Case No. 11-10712
         Chapter 11 Petition filed December 16, 2011
            See http://bankrupt.com/misc/prb11-10712.pdf
             represented by: Antonio I Hernandez Santiago, Esq.
                             Antonio I Hernandez Santiago Law Of
                             E-mail: ahernandezlaw@yahoo.com

      In Re Ponce Taco Maker Corp.
         Bankr. D. Puerto Rico Case No. 11-10713
            Chapter 11 Petition filed December 16, 2011
               See http://bankrupt.com/misc/prb11-10713.pdf
               represented by: Antonio I Hernandez Santiago, Esq.
                               Antonio I Hernandez Santiago Law Of
                               E-mail: ahernandezlaw@yahoo.com

In Re James Millican
   Bankr. S.D. Texas Case No. 11-40666
     Chapter 11 Petition filed December 16, 2011

In Re Jeffrey Scarboro
   Bankr. E.D. Va. Case No. 11-75535
     Chapter 11 Petition filed December 16, 2011

In Re Rulon Huntsman
   Bankr. D. Utah Case No. 11-37714
     Chapter 11 Petition filed December 16, 2011

In Re Ramon Ferra
   Bankr. S.D. Fla. Case No. 11-44487
     Chapter 11 Petition filed December 17, 2011

In Re Patrick Rassier
   Bankr. C.D. Calif. Case No. 11-61450
     Chapter 11 Petition filed December 19, 2011

In Re Johnny Lingbanan
   Bankr. N.D. Calif. Case No. 11-73169
     Chapter 11 Petition filed December 19, 2011

In Re J. Walker Realty, LLC
   Bankr. D. Conn. Case No. 11-52488
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/ctb11-52488p.pdf
         See http://bankrupt.com/misc/ctb11-52488c.pdf
         represented by: Anthony S. Novak, Esq.
                         Lobo & Novak, LLP
                         E-mail: AnthonySNovak@aol.com

In Re All Smiles Atlanta Inc.
        dba TL Jones, DDS and Associates Inc.
   Bankr. N.D. Ga. Case No. 11-86206
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/ganb11-86206.pdf
         represented by: Paul Reece Marr, Esq.
                         Paul Reece Marr, P.C.
                         E-mail:  pmarr@mindspring.com

In Re Gatling's Charter, Inc.
   Bankr. N.D. Ill. Case No. 11-50671
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/ilnb11-50671.pdf
         represented by: Thomas W. Lynch, Esq.
                         Thomas W. Lynch & Associates PC
                         E-mail: twlpc@worldnet.att.net

In Re Eastpointe Manor Realty, LLC
   Bankr. E.D. Mich. Case No. 11-71977
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/mieb11-71977.pdf
         represented by: Michael A. Greiner, Esq.
                         Financial Law Group, P.C.
                         E-mail: mike@financiallawgroup.com

In Re Products That Perform, Inc., a New Mexico Domestic Profit
        aka Products That Perform, Inc., dba B Mobile
        aka Products That Perform, Inc. dba Got Mobile
   Bankr. D. N.M. Case No. 11-15415
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/nmb11-15415p.pdf
         See http://bankrupt.com/misc/nmb11-15415c.pdf
         represented by: William F. Davis, Esq.
                         E-mail: daviswf@nmbankruptcy.com

In Re SAEntertainment, Inc.
   Bankr. N.D. Texas Case No. 11-37972
      Chapter 11 Petition filed December 19, 2011
         filed pro se

In Re M-10 Tires and Wheels Corp.
   Bankr. W.D. Texas Case No. 11-32486
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/txwb11-32486.pdf
         represented by: Cheryl S. Davis, Esq.
                         The Law Offices of Cheryl S. Davis, P.C.
                         E-mail:leslieandlay@aol.com

In Re GFI Trucking LLC
        dba Green Mountain
        aka GFI Logistics, LLC
   Bankr. W.D. Wash.  Case No. 11-24553
      Chapter 11 Petition filed December 19, 2011
         See http://bankrupt.com/misc/wawb11-24553.pdf
         represented by: Larry B. Feinstein, Esq.
                         Vortman & Feinstein
                         E-mail:feinstein2010@gmail.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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