TCR_Public/120109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 9, 2012, Vol. 16, No. 6

                            Headlines

1225 MCBRIDE: Case Summary & 20 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Court Rules Yu-Gi-Oh! is Debtor's Asset
AFFINITY GROUP: Extends Payments of AGRP Holding Promissory Note
AM CASTLE: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
AMBASSADORS INT'L: Windstar Given Nod for Whippoorwill Settlement

AMERICAN APPAREL: Reports $56.3-Mil. Total Net Sales in December
AMERIGAS PARTNERS: Moody's Rates $1.55-Bil. New Notes at 'Ba2'
AMERICAN AIRLINES: Reports December Traffic
AMERICAN AIRLINES: AA and LAN Ecuador Inks Codeshare Agreement
ARCTIC GLACIER: Fund Listing Moves to CNSX After Default

ATRINSIC INC: To Issue Common Shares to Pay Down Promissory Notes
AUTOCHINA INT'L: Appeals Nasdaq Suspension, Submits Required Data
AVISTAR COMMUNICATIONS: G. Burnett Discloses 40.4% Equity Stake
BERNARD L. MADOFF: Feeder Fund Investors Can't File Separate Claim
BERNARD L. MADOFF: Picard Wants AG Suit v. Chais Estate Halted

BERNARD L. MADOFF: Customer Gears up Test Case in District Court
BIG M INC: Annie Sez Chain Owner Said to Plan Bankruptcy
BONDS.COM GROUP: Terminates Notes, Warrants and Rights
CANO PETROLEUM: Voluntarily Delists Common Stock from NYSE Amex
CASCADE BANCORP: Terry Zink Elected to Board of Directors

CHESAPEAKE RECYCLING: Case Summary & 20 Largest Unsec Creditors
CHESHIRE BRIDGE: Case Summary & 2 Largest Unsecured Creditors
CIRCLE STAR: Colonial to Buy 100% Interests in JHE Holdings
CLARE AT WATER TOWER: Houlihan Lokey OK'd as Financial Advisor
CNS RESPONSE: John Pappajohn Discloses 46% Equity Stake

COACH AMERICA: Wins Interim Approval of $14.8 Million Loan
COLONIAL BANCGROUP: District Court Vacates Cash Use Ruling
COSTA DORADA: Settlement with Scotiabank de Puerto Rico Okayed
EASTMAN KODAK: Bankruptcy Risk Cues Moody's Downgrade to 'Caa3'
EASTMAN KODAK: Cut by S&P to 'CCC-' Amid Substantial Challenges

ELITE PHARMACEUTICALS: Secures $5 Million Funding Commitment
EMDEON BUSINESS: Withdraws 'B+' Corporate Credit Rating
EMDEON INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
EMMIS COMMUNICATIONS: 6.3% of Outstanding Pref. Shares Tendered
EMPRESAS INTEREX: Section 341(a) Meeting Rescheduled to Jan. 23

EPICEPT CORP: Names Alan Dunton as Non-Executive Board Chairman
EVERGREEN ENERGY: Common Stock Delisted from NYSE Arca
FX 4 LLC: No Committee for Owner of 55 Arby's Restaurants
FUEL DOCTOR: Enters Into Agency Agreement with Ma Song
GAC STORAGE: Sec. 341 Creditors' Meeting Set for Jan. 11

GALENA MARKET: Case Summary & 4 Largest Unsecured Creditors
GARY-WILLIAMS ENERGY: S&P Withdraws 'B+' Corporate Credit Rating
GELTECH SOLUTIONS: LPC Agrees to Buy $5 Million Common Shares
GENERAL MOTORS: S&P Raises Long-Term Issuer Credit Rating to 'BB'
GEORGES MARCIANO: Trustee Ordered to Appear in Canadian Court

GRAND RIVER: Files Schedules of Assets and Liabilities
GRAND TRAVERSE: S&P Lowers Rating on Series 2007 Bonds to 'BB+'
GREAT LAKES: Voluntary Chapter 11 Case Summary
GRUBB & ELLIS: Common Stock Suspends Trading on NYSE
HANMI FINANCIAL: To Hold Annual Vote on Executive Compensation

HOMELAND SECURITY: To Halt Contingent Payment Under Default APA
IMAGE METRICS: Suspending Filing of Reports with SEC
INTEGRATED BIOPHARMA: Forbearance Agreement to Expire by Jan. 10
INT'L ENVIRONMENTAL: Court Dismisses Ch. 11 Reorganization Case
JAZARCO INTERNATIONAL: Voluntary Chapter 11 Case Summary

KINGSBURY CORP: Wants to Use Cash Collateral Pending Sale Outcome
KINGSBURY CORP: Auction for Real Estate, et al., Set for Jan. 26
KOREA TECHNOLOGY: Deadline This Week on Reply to Sale Protest
LA VILLITA: Has Access to ORIX Cash Collateral Until Jan. 31
LAND OF KANAAN: Case Summary & 5 Largest Unsecured Creditors

LANDMARK INVESTORS: Voluntary Chapter 11 Case Summary
LAST MILE: Final Hearing Thursday on Cash Collateral Use
LIBERATOR INC: Taps Trilogy to Lead Investor Relations Drive
LITHIUM TECHNOLOGY: Amends Securities Purchase Pact with Cicco
LODGENET INTERACTIVE: Mast Capital Discloses 9.6% Equity Stake

LOMBARD PUBLIC: S&P Lowers Rating on $53.995-Mil. Bonds to 'CCC'
M&T GONZALEZ: Voluntary Chapter 11 Case Summary
MERCHANTS MORTGAGE: Securities Holders Accept Prepackaged Plan
MUNICIPAL MORTGAGE: MuniMae Agrees to Buy $20 Million Securities
NEBRASKA BOOK: Closes 7 Underperforming Off-Campus Stores

NEXSTAR BROADCASTING: Receives $6.7MM from Sale of Four Points
NORGATE METAL: Chapter 15 Case Summary
NORTHCORE TECHNOLOGIES: Completes Acquisition of Discount This
NORTHWESTERN COMMERCIAL: Case Summary & 4 Largest Unsec. Creditors
OPEN RANGE: Hires Counsel RB and Heritage Global as Auctioneers

OPTIMUMBANK HOLDINGS: Larry Willis Resigns as Director
OSI RESTAURANT: Elizabeth Smith Elected as Board Chairperson
PENINSULA HOSPITAL: Richard J. McCord OK'd as Chapter 11 Examiner
PHILLIPS RENTAL: Taps Bearfield & Assoc. to Probe Causes of Action
POMPANO CREEK: U.S. Trustee's Dismissal Plea Has Jan. 17 Hearing

PRESIDENTIAL REALTY: C. Singley Holds 15% of Class B Shares
PROTEONOMIX INC: UMK-121 Clinical Trial Receives IRB Approval
PROTEONOMIX INC: Amends Series A1 and B Preferred Stock Classes
QUANTUM I-10: Voluntary Chapter 11 Case Summary
R.E. LOANS: Taps Latham & Watkins LLP as Special Counsel

REAL MEX: Debtor & Lenders Oppose Lawsuit by Creditors' Panel
REDDY ICE: Common Stock Begins Trading on OTCQB Marketplace
REDDY ICE: Alan Bernon Discloses 10.5% equity Stake
ROOMSTORE INC: Liquidators Guarantee 81.25% Cost of Goods
SEARS HOLDINGS: S&P Lowers Corporate Credit Rating to 'CCC+'

SECURITY NATIONAL: Morris Nichols OK'd as Gen. Bankruptcy Counsel
SECURITY NATIONAL: Hearing on Schedules Filing Set for Jan. 12
SOL LLC: Case Summary & 3 Largest Unsecured Creditors
STERLING INFOSYSTEMS: Moody's Assigns 'B2' Corp. Family Rating
STERLING INFOSYSTEMS: S&P Assigns Prelim. B Corporate Rating

TARGA RESOURCE: Moody's Lifts Corporate Family Rating to 'Ba2'
THERMOENERGY CORP: Amends Warrant Agreements with 21 Investors
TOTAL SAFETY: Moody's Says 'B2' Unaffected by Sale to W3
TTC PLAZA: Court OKs Vista Brokerage as Real Estate Agent
UTSTARCOM INC: Tianruo Pu Appointed Fifth Independent Director

UTSTARCOM INC: Jack Lu Appointed as Board Chairman
VENTURE COMMUNICATIONS: Case Summary & 20 Largest Unsec Creditors
VILLAGE OF OVERLAND: Case Summary & 11 Largest Unsecured Creditors
VILLAGE SHOPS: Case Summary & 7 Largest Unsecured Creditors
VIRTUALSCOPICS INC: Gets Nasdaq Minimum Bid Price Notice

WJO INC: Court OKs Patrick Yun as Financial Adviser
WESTMORELAND COAL: Jeffrey Gendell Discloses 22.2% Equity Stake
WINDRUSH SCHOOL: Wells Fargo Cash Collateral Access Ends Jan. 15
WOONSOCKET CITY: Moody's Reviews 'Ba1' Tax Rating for Downgrade
Z TRIM HOLDINGS: Agrees to $500,000 Credit Line with ANP

* Taxes on Late Returns Aren't Discharged in Bankruptcy

* Missed Payments Led Global Corporate Defaults in 2011
* S&P: Three Most Stressed Sectors Continue Slow Recovery

* Cadwalader Elevates George Davis to Leadership Team

* BOND PRICING -- For Week From Jan. 2 - 6, 2012



                            *********

1225 MCBRIDE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1225 McBride Avenue, LLC
        1225 McBride Avenue
        Woodland Park, NJ 07424

Bankruptcy Case No.: 12-10258

Chapter 11 Petition Date: January 5, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Charles A. Stanziale, Jr., Esq.
                  MCCARTER & ENGLISH, LLP
                  Four Gateway Center
                  100 Mulberry Street
                  Newark, NJ 07102
                  Tel: (973) 622-4444
                  Fax: (973) 624-7070
                  E-mail: cstanziale@mccarter.com

                         - and ?

                  Scott H. Bernstein, Esq.
                  MCCARTER & ENGLISH, LLP
                  100 Mulberry Street
                  Four Gateway Center
                  Newark, NJ 07102
                  Tel: (973) 639-2007
                  Fax: (973) 297-3797
                  E-mail: SBernstein@mccarter.com

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

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

The petition was signed by Om Prakash, managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Brand-X-Cavating                   Site Work              $175,500
352 Oldham Road
Wayne, NJ 07470-2209

Scarinci & Hollenbeck, LLC         Legal Services         $148,711
P.O. Box 790
Lyndhurst, NJ 07071-3620

Urethane Inc.                      Roofing                 $67,854
310-314 Elizabeth Avenue
Newark, NJ 07112

Feinstein, Raiss, Kelin & Booker   Legal Services          $30,000

United Federated System, Inc.      Access, Security,       $24,317
                                   Fire Alarms

Accurate Door & Hardware           Building Materials      $15,426

BLS Pavement Marking, LLC          Snow Removal            $13,712

Piro, Zinna, Cifelli, Paris &      Legal Services          $11,885
Genitempo, PC

Century 21                         Broker Commission       $11,441
Barone, Slezak & Associates

Takeform Architectural Graphics    Signs & Architectural    $7,764
                                   Graphics

Levine Jacobs & Company, LLC       Accounting Services      $5,910

Stafford Glass                     Glazier                  $3,340

Dresdner Robin                     Engineering              $2,869

R & J Controls                     Generator Systems        $2,834

Sponzilli Landscape Group, Inc.    Landscaping              $2,782

T. Farese & Sons                   Garbage/Recycling        $2,475

Glenn Milgraum PC                  Legal Services           $2,269

Total Cleaning Service             Contract Cleaning        $2,188
                                   Common

Buldoc Sanitation & Excavation     Waste Management         $1,665

Caprica Plumbing and Heating       Plumbing                 $1,410


4KIDS ENTERTAINMENT: Court Rules Yu-Gi-Oh! is Debtor's Asset
------------------------------------------------------------
4Kids Entertainment, Inc., disclosed that the U.S. Bankruptcy
Court for the Southern District of New York ruled in favor of
4Kids in the first phase of the trial of the lawsuit brought by
the licensors of the Yu-Gi-Oh! property, Asatsu-DK Inc. and TV
Tokyo Corporation, against 4Kids.

In its 154-page decision, the Court ruled that the Yu-Gi-Oh!
property license agreement between the Plaintiffs and 4Kids was
not effectively terminated by the Plaintiffs prior to the 4Kids'
bankruptcy filing on April 6, 2011; rather, the Yu-Gi-Oh!
Agreement remains in full force and effect and is property of the
4Kids' bankrupt estate.  In addition, the Court's opinion
carefully considered each of the Plaintiffs' nine audit findings
totaling over $4.8 million and concluded that audit findings
totaling approximately 99% of the amount claimed by the Plaintiffs
were "meritless."  The remaining two audit claims totaling
$47,825, which 4Kids does not dispute, were offset by the roughly
$1.8 million credit balance in favor of 4Kids as of
March 24, 2011, the date that the Plaintiffs sent 4Kids the notice
of termination.

The decision also questioned the Plaintiffs' "good faith" in
purporting to terminate the Yu-Gi-Oh! Agreement on the basis of
dubious audit claims and dismissed the Plaintiffs' breach of trust
allegation against 4Kids commenting that "if anyone is the victim
of a breach of trust in this matter it is 4Kids."  The second
phase of the trial to determine the damages payable to 4Kids
arising from Plaintiffs' purported termination of the Yu-Gi-Oh!
Agreement has not been scheduled but is expected to commence as
early as the first quarter of 2012.

"We are very pleased with the Court's decision which confirms that
the Plaintiffs' purported termination of the Yu-Gi-Oh! Agreement
was wrongful and that the Plaintiffs' audit claims were baseless,"
said Michael Goldstein, interim Chairman of 4Kids. "We are hopeful
that members of the Yu-Gi-Oh! Consortium will take note of the
Court's detailed findings and work with 4Kids to put this matter
behind us so that all parties can work together constructively for
the continued success of the Yu-Gi-Oh! brand.  We would also like
to thank our many clients and business partners for their support
and understanding," concluded Goldstein.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for Chapter 11 to protect its most valuable asset --
its rights under an exclusive license relating to the popular
Yu-Gi-Oh! series of animated television programs -- from efforts
by the licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids, along with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6,
2011.  Kaye Scholer LLP is the Debtors' restructuring counsel.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice
agent.  BDO Capital Advisors, LLC, is the financial advisor and
investment banker.  EisnerAmper LLP fka Eisner LLP serves as
auditor and tax advisor.  4Kids Entertainment disclosed
$78,397,971 in assets and $86,515,395 in liabilities as of the
Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.


AFFINITY GROUP: Extends Payments of AGRP Holding Promissory Note
----------------------------------------------------------------
Good Sam Enterprises, LLC, formerly known as Affinity Group, Inc.,
on Dec. 29, 2011, amended a promissory note dated Dec. 5, 2001, in
the original amount of $4,835,000 issued by AGRP Holding Corp., a
corporation controlled by Stephen Adams who indirectly owns a
controlling interest in the Company.  The Note was made in
connection with the sale of certain real estate by the Company to
AGRP and the leaseback of the AGRP Sites pursuant to leases with
unexpired terms of 15 years or more.  The Company and AGRP are
also parties to a management agreement dated Dec. 6, 2001,
pursuant to which the Company agreed to manage the AGRP Sites on
behalf of AGRP and AGRP agreed to pay the Company a management fee
equal in amount to the difference between the base rent payable
under the Leases and the amount of AGRP's debt service for the
AGRP Sites.  AGRP's debt service was scheduled to increase on
Jan. 1, 2012, by $506,563 annually, which would have resulted in
an increase in net rent of $506,563 annually.

In consideration of AGRP's agreement to amend the Management
Agreement to provide that the Management Fee payable to the
Company by AGRP will not be reduced on account of changes in debt
service on AGRP's indebtedness, the amendment to the Note extends
all payments of principal and interest on the Note until maturity,
whether by acceleration or otherwise, of the Company's 11.50%
Senior Secured Notes Due 2016.

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp, a
privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

The Company also reported net income of $4.57 million on
$362.26 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.24 million on $361.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$233.96 million in total assets, $487.09 million in total
liabilities and a $253.12 million total stockholder's or member's
deficit.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


AM CASTLE: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Oak Brook, Ill.-based A.M. Castle & Co. (Castle).
"At the same time, we assigned a 'B+' issue-level rating to
Castle's $225 million 12.75% senior secured notes due 2016. The
recovery rating is '4', indicating our expectation of average (30%
to 50%) recovery in the event of a payment default. The outlook is
stable," S&P said.

The notes were sold pursuant to Rule 144A with registration
rights. Proceeds from the financing, combined with the sale of a
$50 million 7% convertible note offering due 2017 (not rated),
were used to fund the $165 million purchase of Tube Supply Inc.,
repay Castle's existing debt, and fund associated transaction fees
and expenses.

"The corporate credit rating on Castle reflects our view of the
company's business risk profile as 'weak' and financial risk
profile as 'aggressive' (as our criteria define the terms). These
assessments are based on its relatively modest size; its exposure
to volatile metal prices; a high dependence on the cyclical oil,
gas, and aerospace end markets for a large portion of its
earnings; and its relatively aggressive financial policy," said
Standard & Poor's credit analyst Gayle Bowerman. "Still, we
believe the company maintains some end-market diversity, has long-
standing supplier relationships, faces minimal capital expenditure
requirements, and possesses the ability to generate cash from
working capital during periods of soft end markets. Castle
is also currently benefiting from favorable end market demand in
the energy and aerospace sectors."

"The rating and outlook incorporate our expectation that Castle's
2012 EBITDA, which includes the contribution from recently
acquired Tube Supply, is likely to be $90 million to $100 million.
This uses our base case scenario, which calls for slow growth in
the U.S. economy overall but assumes sustained growth in the
company's key end markets. We estimate that Castle's adjusted debt
to EBITDA should be below 4x and funds from operations (FFO) to
adjusted debt should be about 12% in 2012, assuming adjusted debt
is maintained below $400 million," S&P said.

"We view Castle's financial risk profile as aggressive, reflecting
its volatile earnings and cash flow during a cycle. Prices for the
company's raw materials, both metals and plastics, are also
volatile. Although the company intends to secure a stable material
margin, failure to adjust its operating cost or pass through raw
material price changes to customers on a timely basis can pressure
short-term profitability. This was evidenced by the weak margins
in 2009 when product prices and demand declined rapidly while the
company still held high-cost metals inventory. Likewise, lower
volumes in a down cycle can also result in lower earnings," S&P
said.

Castle generated about $1.1 billion of revenue and $43 million of
adjusted EBITDA for the 12 months ended Sept. 30, 2011.
Approximately 50% of revenues are on a transactional basis and
consist mostly of standardized products; the balance is non-
transactional or program sales designed to meet customer
specifications and may include value-added services such as
thermal treatment, cutting, and grinding. Roughly 90% of its
revenues are generated in North America. The company's competitors
include large national service centers, smaller independent
producers and processors and, to a lesser degree, integrated mills
and mini-mills.

"The stable rating outlook reflects our expectation that Castle's
near-term operating performance will benefit from slowly improving
economic conditions and relatively strong performance in its key
end markets. In addition, we expect the acquisition of Tube Supply
will improve Castle's scale and expand its product offering. As a
result, we expect credit measures to remain in-line with our view
of its aggressive financial risk profile at this point in the
cycle, with adjusted debt to EBITDA of 3x to 4x and FFO to
adjusted debt of 10% to 15%. We also expect the company to
maintain adequate liquidity to fund its obligations," S&P said.

"A negative rating action could occur if operating results
deteriorate due to a significant weakening in demand from the
company's key end markets," Ms. Bowerman continued, "specifically
if total adjusted debt leverage rises above 4.5x. If Castle were
to pursue a large debt-financed acquisition, the rating could come
under downward pressure."

"We consider a positive rating action less likely in the coming
months, given Castle's weak business risk profile arising from its
exposure to raw materials price volatility, cyclical end-market
demand, and competitive product markets. However, a positive
rating action could occur if the company were to reduce and
sustain debt leverage below 3x while at the same time
strengthening its business risk profile by improving its operating
diversity, size, and earnings stability," S&P said.


AMBASSADORS INT'L: Windstar Given Nod for Whippoorwill Settlement
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former owner of Windstar Cruises overcame
objections from the creditors' committee at a Jan. 4 hearing and
prevailed on the judge to approve a settlement with secured
creditor Whippoorwill Associates Inc.

The report relates that under the settlement, Whippoorwill will
provide $500,000 toward payment of professional fees. Whippoorwill
will release claims against the company and in return will receive
a release of claims and dismissal of the committee's lawsuit.
Later, the Chapter 11 case will be dismissed or converted to a
liquidation in Chapter 7.

Mr. Rochelle recounts that the creditors' committee had sued
Whippoorwill, contending it controlled Windstar, fabricated the
basis for an otherwise unnecessary Chapter 11 filing, and arranged
the sale so the price would be enough to cover the debt it was
owed plus counsel fees, "but not a dollar more."

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.

Under a court-approved sale, Windstar's three luxury sailing
yachts has been sold to Anschutz Corp. for $35 million in cash.


AMERICAN APPAREL: Reports $56.3-Mil. Total Net Sales in December
----------------------------------------------------------------
American Apparel, Inc., provided an update related to December
2011 sales in anticipation of its presentation at the ICR Xchange
Conference on Jan. 12, 2012.

The Company reported that for the month of December 2011, total
net sales increased 15% to $56.3 million.  For the same period,
comparable store sales increased 12% and wholesale net sales
increased 25%.

"In December, we continued to build momentum in our business,"
said Dov Charney, Chairman and CEO.  "Our sales exceeded plan in
all channels and we saw good progress in our wholesale channel
across a broad spectrum of customers.  Our retail sales increases
were also broad based with notably large increases in the US, in
all Asian markets, and in Australia.  Our product is resonating
well with our customers both in stores and online.  During the
quarter we opened three new stores in the UK, including one in
Westfield, London and two store-in-store locations at the
venerable Selfridges department store chain.  We are excited about
our progress in 2011 and expect to build on our recent successes
in the coming year."

Separately, the Company announced that John Luttrell, chief
financial officer, will present at the 14th Annual ICR XChange
Conference on Thursday, Jan. 12, 2012, at 2:00 p.m. ET at The
Fontainebleau Hotel in Miami Beach.  The audio portion of the
presentation will be webcast live at www.americanapparel.net under
the Investor Relations section.  An archived replay will be
available two hours after the conclusion of the live event.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


AMERIGAS PARTNERS: Moody's Rates $1.55-Bil. New Notes at 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to AmeriGas
Partners, L.P.'s proposed $1.55 billion of new notes. At the same
time Moody's affirmed Amerigas' Ba2 Corporate Family Rating (CFR),
Ba2 Probability of Default Rating and the Ba3 rating on the
existing 6.25% and 6.50% senior unsecured notes. The outlook is
stable.

RATINGS RATIONALE

Net proceeds from the offering will be used to fund the cash
component of the acquisition price for Energy Transfer Partners,
L.P.'s (ETP, Baa3, negative) propane operations (Heritage
Operating, L.P. and Titan Energy Partners, LLC - collectively
"Heritage"). The new notes will be co-issued by two wholly-owned
finance subsidiaries of AmeriGas, AmeriGas Finance Corp. and
AmeriGas Finance LLC (Fin LLC). Fin LLC will then loan the note
proceeds to AmeriGas pursuant to an intercompany loan, the terms
of which will mirror the notes. ETP will enter into a contingent
residual support agreement (CRSA) with AmeriGas, Fin LLC and UGI
Corporation to support these intercompany loans contingent upon a
number of events.

The new senior unsecured notes are rated Ba2,one notch above the
existing senior unsecured notes (Ba3). The one notch differential
reflects the CRSA provided by ETP through the inter-company loan
structure. In the event of an AmeriGas default, once all remedies
against AmeriGas have been exhausted following a bankruptcy
proceeding, Fin LLC will have the right to claim any unpaid inter-
company loan principal amount from ETP.

Apart from the CRSA, the new notes have substantially similar
terms and conditions as AmeriGas's existing 6.25% notes and 6.50%
notes. The new notes as well as the existing notes (together
"senior notes") do not have upstream subsidiary guarantees and are
unsecured. While the $325 million credit facility at the operating
partnership, AmeriGas Propane, L.P (OLP) is also unsecured, the
senior notes are structurally subordinated to all debt, including
trade claims, of the OLP. The credit facility will be upsized to
approximately $500 million as the Heritage acquisition is
conditioned on AmeriGas increasing its facility commitment amount
prior to closing. Under Moody's Loss Given Default (LGD)
methodology, the structural subordination of the senior notes and
the size of the senior unsecured facilitu's potential claim to the
OLP's assets results in the 6.25% and 6.50% notes being notched
one rating below the Ba2 CFR to Ba3. The new $1.5 billion senior
notes are rated Ba2 as described above.

The stable outlook reflects AmeriGas's leading market position,
broadly diversified geographic presence, and Moody's expectation
that the company will look to reduce leverage towards its
historically conservative levels.

If AmeriGas can successfully integrate Heritage's operations and
achieve moderate growth in EBITDA leading to Debt/EBITDA
approaching 3.5x, the ratings could be upgraded.

The ratings could be downgraded if leverage rises from post-
acquisition levels through debt funded acquisitions or
distributions or a fundamental change in business conditions. A
downgrade could occur if leverage rises above 4.5x.

The principal methodology used in rating AmeriGas Partners was the
Global Midstream Energy Industry Methodology, published December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

AmeriGas Partners, L.P. is a publicly traded master limited
partnership that is the largest retail propane distributor in the
United States based on volumes of propane distributed annually.


AMERICAN AIRLINES: Reports December Traffic
-------------------------------------------
American Airlines reported a December load factor of 80.8%, an
increase of 0.2 points versus the same period last year.  Capacity
was lower by 1.2%, while traffic was lower 0.9% year-over-year.

International traffic increased 3.7% relative to last year as
capacity increased 3.4%, resulting in an increase in international
load factor of 0.2 points versus December of last year.  Domestic
load factor was 81.1 %, an increase of 0.2 points year-over-year.
Domestic capacity and traffic were lower by 4.2 and 3.9% year-
over-year respectively.

American boarded 7.0 million passengers in December.

A full text copy of the airline's detailed traffic and capacity
are available free at:

             http://ResearchArchives.com/t/s?7776

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

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

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN AIRLINES: AA and LAN Ecuador Inks Codeshare Agreement
--------------------------------------------------------------
American Airlines and LAN Ecuador have received approval from the
United States Department of Transportation and Ecuadorean
authorities for authorization to begin codeshare cooperation.  The
agreement, which will also strengthen the oneworld(R) alliance,
will provide customers of both airlines more choices and greater
connectivity when traveling between the United States and Ecuador
and across each airline's global network.  Sales started and
travel begins Jan. 9.

This codeshare relationship will allow American to place its code
on LAN Ecuador flights, and LAN to place its code on American
Airlines flights.  The placement of American's code on LAN Ecuador
flights will provide American's customers seamless connecting
service to three new cities in Ecuador not currently served by
American.

At the same time, placing LAN Ecuador codes on American Airlines
flights will offer LAN customers new destinations in the U.S. such
as Atlanta, Boston, Dallas/Fort Worth, Charlotte, N.C., Denver,
Fort Lauderdale, Fla., Houston, New Orleans, Philadelphia,
Phoenix, San Diego, San Francisco and Seattle.

American will codeshare on the following LAN Ecuador flights:

International flights between:

John F. Kennedy International Airport (JFK) and Jose Joaquin de
Olmedo International Airport (GYE) in Guayaquil

Miami International Airport (MIA) and Jose Joaquin de Olmedo
International Airport (GYE)

Miami International Airport (MIA) and Mariscal Sucre International
Airport (UIO) in Quito

Domestic flights within Ecuador between the following
destinations:

Jose Joaquin de Olmedo International Airport (GYE) and Baltra
Airport (GPS)

Jose Joaquin de Olmedo International Airport (GYE) and Mariscal
Sucre International Airport (UIO)

Mariscal Sucre International Airport (UIO) and Baltra Airport
(GPS)

Mariscal Sucre International Airport (UIO) and Cuenca Airport
(CUE)

Jose Joaquin de Olmedo International Airport (GYE) and San
Cristobal Airport (SCY)

LAN Ecuador will codeshare on the following American flights:

International flights between:

Miami International Airport (MIA) and Jose Joaquin de Olmedo
Airport (GYE)

Miami International Airport (MIA) and Mariscal Sucre International
Airport (UIO)

Connecting service between:

Miami International Airport (MIA) and John F. Kennedy
International Airport (JFK)

"By strengthening and broadening our relationship with oneworld
partner LAN, we are able to offer our customers more travel
options and are better positioned to deliver enhanced benefits
across our respective networks," said Kenji Hashimoto, American's
Vice President - Strategic Alliances.

"This agreement will improve connectivity between the two
countries with access to more destinations by providing flight
connections and therefore promoting trade and tourism," said
Maximiliano Naranjo, LAN Ecuador's General Manager.

Additionally, members of the American Airlines AAdvantage(R)
program and LAN's frequent flyer program, LANPASS, will be able to
earn miles on the codeshare flights, providing customers another
benefit of the enhanced relationship.  The two airlines are
exploring other ways to augment their cooperation to provide
passengers more choices and benefits when traveling throughout
North and South America.

                      About LAN Ecuador

LAN Ecuador -- http://www.lan.com/-- is one of the leading
passenger and cargo airlines in Ecuador.  The Company serves
directly five domestic destinations (Quito, Guayaquil, Cuenca,
Baltra and San Cristobal in the Galapagos islands), plus six other
international destinations (Madrid, New York, Miami, Lima, Buenos
Aires and Santiago, Chile).

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

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

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


ARCTIC GLACIER: Fund Listing Moves to CNSX After Default
--------------------------------------------------------
Arctic Glacier Income Fund disclosed that the Canadian National
Stock Exchange has agreed to list the units of the Fund effective
at the commencement of trading on Monday, Jan. 9, 2012.

The units will trade under the symbol AG.UN, unchanged from the
current listing on the Toronto Stock Exchange.

In conjunction with the CNSX listing, the TSX will delist the
units effective at the close of trading on Friday, Jan. 6, 2012.

The TSX delisting was to occur by Jan. 19, 2012, and was imposed
due to (i) the Fund's difficult financial condition, including its
current default under its credit facilities with lenders, and (ii)
the trading price of the Fund's units has been so reduced as to
not warrant continued listing.

                     About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
39.0 million trust units outstanding.  Following the issuance of
units to the Debenture holders on August 2, 2011, there will be
350.3 million trust units outstanding.


ATRINSIC INC: To Issue Common Shares to Pay Down Promissory Notes
-----------------------------------------------------------------
Atrinsic, Inc., on May 31, 2011, sold to investors Secured
Convertible Promissory Notes in the original aggregate principal
amount of $5,813,500, which Notes are convertible into shares of
the Company's common stock.  The Company is authorized to issue up
to an aggregate of 100,000,000 shares of common stock.

As of the close of business on Jan. 3, 2012, the Company had
received Note conversion requests from certain Buyers such that
all of the Company's remaining authorized but unissued shares will
be issued to those Buyers to partially pay down their Notes in
accordance with their terms.

As of the close of business on Dec. 30, 2011, the Company had
47,654,144 shares issued and outstanding and as of the close of
business on Jan. 5, 2012, the Company had 87,060,096 shares issued
and outstanding, which share numbers include 681,509 shares held
in treasury by the Company.  Since the close of business on
Dec. 27, 2011, the Company has issued an aggregate of 68,935,900
shares of its common stock to certain Buyers to partially pay down
their Notes.

                        About Atrinsic Inc.

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


AUTOCHINA INT'L: Appeals Nasdaq Suspension, Submits Required Data
-----------------------------------------------------------------
AutoChina International Limited continues to provide necessary
information to the appeals panel at the Nasdaq Stock Market.
Since Oct. 4, 2011, the Company's shares have been suspended from
trading on Nasdaq and have traded on the OTC Pink market.
On Dec. 1, 2011, the Company appeared before a Nasdaq hearing
panel to appeal the suspension and subsequently submitted
information requested by the panel.  The Company is waiting for a
decision from the panel.  There is no assurance that the Company
will succeed in appealing Nasdaq's delisting determination.

The Company also disclosed that it is continuing to work with its
legal counsel and advisors regarding the Securities and Exchange
Commission's investigation of AutoChina.  As previously reported
and voluntarily disclosed by AutoChina in a press release on
June 30, 2011, and in its Form 20-F for the year ended Dec. 31,
2010, AutoChina and one of its officers received subpoenas for
information as part a non-public inquiry.  The Company's legal
counsel subsequently received a notification, commonly referred to
as a "Wells Notice," from the Staff of the SEC related to trading
activity in the Company's ordinary shares and Section 13(k) of the
Exchange Act.

The Wells Notice indicates that the Staff is considering
recommending to the SEC that the SEC file a civil injunction
action against the Company and certain AutoChina officers.  Under
the SEC's procedures, the Wells Notice afforded the Company an
opportunity to present information and defenses in response to the
allegations in the Wells Notice prior to the Staff making a formal
recommendation on whether any action should be authorized.
AutoChina has submitted a response to the Wells Notice.  While the
Company voluntarily provided information beyond that formally
requested by the SEC staff in an effort to assist in an
expeditious conclusion of the staff's investigation, it cannot
predict with certainty the extent of its ultimate liability, if
any, with respect to the investigation and any or all future
securities matters.


AVISTAR COMMUNICATIONS: G. Burnett Discloses 40.4% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gerald J. Burnett disclosed that, as of
Dec. 23, 2011, he beneficially owns 15,946,700 shares of common
stock of Avistar Communications Corporation representing 40.4% of
the shares outstanding.  As previously reported by the TCR on
April 27, 2011, Mr. Burnett disclosed beneficial ownership of
16,414,700 shares of common stock or 42% equity stake.  A full-
text copy of the the amended schedule 13D is available at no
charge at http://is.gd/qiVEBA

                    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.


BERNARD L. MADOFF: Feeder Fund Investors Can't File Separate Claim
------------------------------------------------------------------
U.S. District Judge Denise Cote in Manhattan ruled Thursday that
people who invested with Bernard Madoff through feeder funds can't
seek to recover their lost investments from the bankruptcy estate.

The Wall Street Journal's Chad Bray reports that Judge Cote's
decision upholds a prior determination by Irving Picard, the
trustee for Bernard L. Madoff Investment Securities, that a group
of about 1,700 investors in 16 feeder funds were ineligible to
separately file claims against the Madoff bankruptcy estate.  A
bankruptcy judge agreed with the trustee's conclusions in June.

According to The Journal report, Judge Cote said the investors
didn't have investments in their own names at the Madoff firm, nor
did the firm directly "receive, acquire or possess" any property
of the investors.  As a result, they didn't qualify as customers
under the Securities Investor Protection Act -- which governs the
liquidation of brokerage firms -- and were ineligible to seek a
recovery.

The Journal report notes the investors had argued the Madoff
trustee has alleged the feeder funds were "partners," "co-
conspirators" or "aiders-and-abettors" of Mr. Madoff's fraud
through their solicitation of investor money.  As a result, the
investors directly entrusted their funds to Mr. Madoff's firm and
were owed a fiduciary duty by the firm, they claimed.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Judge Cote's opinion is important because individual
investors in feeder funds stand to realize a smaller recovery if
their claims must be made through the feeder funds than if they
all had direct claims against the Madoff firm. The investors have
the right to appeal to the U.S. Court of Appeals.

The 16 feeder-fund investors filing appeals included the Trustees
of Tufts College, Axa Private Management, National Bank of Kuwait
SAK, and Aozora Bank Ltd.

WSJ says Richard A. Cirillo, Esq., a lawyer representing some of
the investors, declined to comment Thursday.

                   About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Picard Wants AG Suit v. Chais Estate Halted
--------------------------------------------------------------
The Wall Street Journal's Chad Bray reports that Irving Picard,
the trustee for Bernard L. Madoff Investment Securities, brought a
lawsuit Wednesday to block litigation by California Attorney
General Kamala D. Harris and others against the estate of Stanley
Chais, one of largest feeders of investor funds to Mr. Madoff's
firm.

According to the report, Mr. Picard, in his own lawsuit, is
seeking to recover $1.1 billion from Mr. Chais's estate, his
family or entities he controlled.  Mr. Chais, who died in
September 2010, denied wrongdoing before his death.

WSJ says Ms. Harris's office declined to comment, saying the
office was still reviewing the lawsuit.


                   About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Customer Gears up Test Case in District Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer representing more than 80 customers being
sued by the trustee for Bernard L. Madoff Investment Securities
Inc. filed a motion late last week in U.S. District Court aimed at
precluding recovery from anyone who didn't know there was a Ponzi
scheme afoot.

Mr. Rochelle recounts that in late November, U.S. District Judge
Jed Rakoff removed the 28 lawsuits from bankruptcy court where
Madoff trustee Irving Picard was attempting to recover so-called
fictitious profits.  In Mr. Picard's theory, fictitious profits
represent cash taken out in excess of cash invested and are
automatically fraudulent transfers, even if the customer was
unaware of fraud.

In the test case, called Picard v. Hein, all the customers are
represented by Carole Neville, a lawyer from SNR Denton US LLP in
New York.

Judge Rakoff, according to the report, said he will use the Hein
case to make several rulings applicable to hundreds of Mr.
Picard's lawsuits.  The first question is whether the customers
can offset fraudulent transfer claims with amounts shown owing on
account statements.  Judge Rakoff will also use the case to decide
if his ruling in the Fred Wilpon case applies, so Mr. Picard can
only look back two years in his suits, not six.

Ms. Neville is asking Judge Rakoff to rule that Mr. Picard can't
recover money that older investors were in effect required to take
out as a result of tax laws compelling elderly people to draw down
some portion of individual retirement accounts every year.
Ms. Neville also contends that the bankruptcy court lacks power
to preside over fraudulent-transfer suits as the result of a
June decision from the U.S. Supreme Court in a bankruptcy case
called Stern v. Marshall.

The lawsuit in district court is Picard v. Hein, 11-04936,
U.S. District Court, Southern District of New York (Manhattan).

                   About Bernard L. Madoff

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

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

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

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

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

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

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


BIG M INC: Annie Sez Chain Owner Said to Plan Bankruptcy
--------------------------------------------------------
Big M Inc., the owner of the Annie sez and Mandee clothing chains,
may seek protection from creditors, according to reporting by
Lauren Coleman-Lochner and Tiffany Kary at Bloomberg News, citing
two people familiar with the matter.

The company, which operates more than 150 stores, is seeking to
reorganize, shut some locations and possibly move all of the
stores under the Mandee name, Bloomberg quoted one of the people
as saying.

Big M was founded by the Mandelbaum family in 1948, according to
Mandee's Web site.  Mandee sells clothing aimed at women aged 16
to 35, while Annie sez offers designer merchandise at discounts,
targeting women 25 and older.

Alan Mandelbaum, son of company co-founder Max Mandelbaum, became
CEO in September, according to an October report in The Record, a
newspaper in northern New Jersey.

Annie sez, with a contact address in Secaucus, New Jersey, opened
in 1974 and has 14 stores in New York and 16 in New Jersey,
according to its Web site. Other stores are in Connecticut,
Florida, Michigan and Pennsylvania.

Bloomberg News notes that the U.S. economic slowdown since 2008
has helped to drive other retailers into bankruptcy, including
Loehmann's Holdings Inc., Circuit City Stores Inc. and Borders
Group Inc.


BONDS.COM GROUP: Terminates Notes, Warrants and Rights
------------------------------------------------------
Bonds.com Group, Inc., and its wholly-owned subsidiary Bonds.com
Holdings, Inc., entered into and consummated a Repayment and
Termination Agreement with certain holders of outstanding
securities and rights issued by the Company.  Immediately prior to
the consummation of the transactions contemplated by the Repayment
and Termination Agreement, the Holders held:

   (a) secured convertible promissory notes evidencing an
       aggregate of $1,111,655 principal and accrued interest
       outstanding, which were issued by the Company and Holdings
       pursuant to a Secured Convertible Note and Warrant
       Purchase Agreement, dated on or about Sept. 24, 2008, and
       a Secured Convertible Note and Warrant Purchase Agreement
       dated on or about June 8, 2009;

   (b) warrants to purchase an aggregate of 583,344 shares of the
       Company's common stock also issued pursuant to the
       September 2008 Purchase Agreement and the June 2009
       Purchase Agreement; and

   (c) contingent rights to receive up to an aggregate of
       3,541,667 shares of the Company's common stock based on the
       Company's revenue for the twelve-month period ending in
       February 2012, which rights were granted by the Company
       pursuant to the Amendment No. 1 to Secured Convertible
       Notes dated as of Oct. 12, 2010, and Amendment No. 2 to
       Secured Convertible Promissory Notes dated as of Oct. 19,
       2010.

Pursuant to the Repayment and Termination Agreement, the Company
paid the Holders an aggregate of $873,039 and, in exchange, the
Holders irrevocably agreed that (a) the Notes were cancelled,
retired, terminated, satisfied in full and no longer outstanding;
(b) the Warrants and rights to Contingent Performance Shares were
terminated, cancelled and of no further force or effect; and (c)
all obligations of the Company to any Holder under the Notes, the
Warrants, the September 2008 Purchase Agreement, the June 2009
Purchase Agreement and the Second Amended and Restated Security
Agreement dated as of May 28, 2009, were terminated and deemed
satisfied in full.

                         Accountant Resigns

On Dec. 28, 2011, Daszkal Bolton LLP, the independent accounting
firm previously engaged as the principal accountants to audit the
Company's financial statements, notified the Company that it was
resigning as the Company's independent auditors.  The Former
Accountant will complete certain non-audit services it was
providing the Company related to state income tax returns.  The
Audit Committee of the Company's Board of Directors will be
interviewing new independent accounting firms and the Company
anticipates they will engage a new principal independent auditor
promptly.

The Former Accountant's report on the Company's financial
statements for the fiscal years ended Dec. 31, 2010, and 2009, did
not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or
accounting principles, except as follows: The Former Accountant's
reports on the Company's audited financial statements for the
fiscal years ended Dec. 31, 2010, and Dec. 31, 2009, contained the
following statement: "The accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern.  As discussed in Note 3 to the financial statements, the
Company has sustained recurring losses and has negative cash flows
from operations that raise substantial doubt about the Company's
ability to continue as a going concern.  The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty."

During the six month period ending June 30, 2011, the Company and
the Former Accountant disagreed regarding the appropriate GAAP
accounting treatment of the Company's issuance of Series D
Convertible Preferred Stock and related common stock warrants
during such period. Specifically, the disagreement related to the
application of GAAP to certain price protection features of such
securities.  The Audit Committee of the Company's Board of
Directors discussed the accounting treatment with the Company's
management and the Former Accountant.  The difference of opinion
was resolved to the Former Accountant's satisfaction.  The Company
has authorized the Former Accountant to respond fully to any
inquiries of the Company's successor accountant concerning the
subject matter of this disagreement.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


CANO PETROLEUM: Voluntarily Delists Common Stock from NYSE Amex
---------------------------------------------------------------
Cano Petroleum, Inc., filed a Form 25 with the U.S. Securities and
Exchange Commission notifying of its voluntary withdrawal of its
common stock under the NYSE Amex.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company reported a net loss of $185.70 million on
$26.12 million of total operating revenues for the year ended
June 30, 2011, compared with a net loss of $11.54 million on
$22.85 million of total operating revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$65.43 million in total assets, $118.80 million in total
liabilities, and a $53.36 million total stockholders' deficit.

Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

                       Bankruptcy Warning

In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost.  Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy.  The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.


CASCADE BANCORP: Terry Zink Elected to Board of Directors
---------------------------------------------------------
Terry E. Zink began serving as the President and Chief Executive
Officer of Cascade Bancorp and Bank of the Cascades, a wholly-
owned subsidiary of Bancorp.  On Jan. 3, 2012, Mr. Zink was
elected to the board of directors of Bancorp and the Bank.  Mr.
Zink will not be joining any committees of Bancorp's board of
directors.

On Jan. 3, 2012, having received the necessary regulatory
approvals, J. LaMont Keen also joined the board of directors of
Bancorp.  The board committees Mr. Keen will serve on have not
been determined.  Neither of the recently elected directors had a
direct or indirect interest in any transaction with Bancorp that
would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K.

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company also reported a net loss of $21.36 million on
$52.18 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $15.05 million on
$65.60 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.39 billion in total assets, $1.23 billion in total liabilities,
and $158.51 million in total stockholders' equity.


CHESAPEAKE RECYCLING: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Chesapeake Recycling, Inc
        P.O. Box 160
        Winamac, IN 46996-0160

Bankruptcy Case No.: 12-30005

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Hunter J. Reece, Esq.
                  BARCE & REECE PC
                  Box 252
                  Fowler, IN 47944
                  Tel: (765) 884-0383
                  Fax: (765) 884-0445
                  E-mail: ecf@barcereecelaw.com

Scheduled Assets: $700,498

Scheduled Liabilities: $2,078,775

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb12-30005.pdf

The petition was signed by Edward Shank, president.


CHESHIRE BRIDGE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cheshire Bridge Holdings, LLC
        1739 Cheshire Bridge Road
        Atlanta, GA 30324

Bankruptcy Case No.: 12-50059

Chapter 11 Petition Date: January 2, 2012

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

Debtor's Counsel: Howard P. Slomka, Esq.
                  SLOMKA LAW FIRM
                  2nd Floor
                  1069 Spring Street, NW
                  Atlanta, GA 30309
                  Tel: (770) 590-7707
                  Fax: (770) 590-3116
                  E-mail: howie@slomkalawfirm.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-50059.pdf

The petition was signed by Jay Nault, manager.


CIRCLE STAR: Colonial to Buy 100% Interests in JHE Holdings
-----------------------------------------------------------
Circle Star Energy Corp. entered into a Membership Interest
Purchase Agreement with Colonial Royalties, LLC, on Dec. 30, 2011,
whereby Colonial will purchase 100% of the Company's interests in
JHE Holdings, LLC, and the retained 10% contractual profits
interest in JHE, held by High Plains Oil, LLC, an entity wholly
owned by S. Jeffrey Johnson, a director and the Chief Executive
Officer of the Company, in consideration for $9,350,000.  The
first payment, $100,000, was received on Dec. 30, 2011.  The
subsequent payments will be made based on the following schedule:

   (a) $2,100,000 on Jan. 29, 2012;
   (b) $3,200,000 on Feb. 26, 2012; and
   (c) $3,950,000 on March 29, 2012.

The Company's interest in JHE will not be transferred to Colonial
until March 29, 2012.  The Purchase Agreement has an effective
date of Jan. 1, 2012.

All cash receipts including all revenues, payments, royalties and
distributions received by JHE from the Effective Date will be held
by JHE for the benefit of Colonial to be disbursed to Colonial
contingent on timely payment of the Acquisition Payments.  The
Cash Receipts (i) for the month of January will be paid to
Colonial on Feb. 1, 2012, contingent upon timely payment of the
Second Payment; (ii) for the month of February shall be paid to
Colonial on March 1, 2012, contingent upon timely payment of the
Third Payment; and (iii) all accounts for the Company shall be
transferred to Colonial upon timely payment of the Final Payment.

Pursuant to the Purchase Agreement, High Plains, a related party
to the Company, will receive $935,000 for the High Plains
Interest, paid on the Closing Date.

The Company obtained written consents of the majority of its
shareholders to approve the Colonial Transaction.

A full-text copy of the Membership Interest Purchase Agreement is
available for free at http://is.gd/XF2zG4

                        Auditor Termination

Effective on or about Oct. 17, 2011, the Company terminated the
services of its principal independent auditor, Silberstein Ungar,
PLLC CPAs and Business Advisors of Bingham Falls, Michigan.

In the Former Accountant's principal accountant reports on the
Company's financial statements for each of the past two years, no
adverse opinion was issued and no opinion of the Former Accountant
was modified as to audit scope or accounting principles.  The
Company's principal accountant report on the Company's financial
statements for the years-ended April 30, 2010, and 2011, as
reported in the Company's Form 10-K/A filed with the Securities
and Exchange Commission on Aug. 16, 2011, and Form 10-K filed with
the SEC on June 18, 2010, contained a disclaimer paragraph
concerning uncertainty as to the Company's ability to continue as
a going concern.  The financial statements did not include any
adjustments that might have resulted from the outcome of this
uncertainty.

The change in auditor was recommended, approved and ratified by
the Company's Board of Directors.

During the fiscal year ended April 30, 2011, and any interim
period preceding such dismissal, the Company is not aware of any
disagreements with the Former Accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of the Former Accountant,
would have caused it to make references to the subject matter of
the disagreements in connection with its report.

The Company is not aware of any reportable events that have
occurred during the two most recent fiscal years and the interim
period preceding the dismissal of the Former Accountant.

The Company has engaged Hein & Associates LLP, Houston, Texas, as
its new principle independent accountant effective Nov. 1, 2011,
to audit the Company's financial records.  During the two most
recent fiscal years and the interim period preceding the
appointment of the New Accountant, we have not consulted the New
Accountant regarding either: the application of accounting
principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on
our financial statements, and neither a written report nor oral
advice was provided to the Company that the Company considered an
important factor in reaching a decision as to the accounting or
financial reporting issue; or any matter that was either the
subject of a disagreement or event.  The New Accountant has
audited the financial statements of JHE, a wholly owned subsidiary
of the Company, during the previous two most recent fiscal years.

                         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 AT WATER TOWER: Houlihan Lokey OK'd as Financial Advisor
--------------------------------------------------------------
The Clare at Water Tower has obtained permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.

As a result of its prepetition work performed on behalf of the
Debtor, Houlihan Lokey has acquired knowledge of the Debtor and
its business and is intimately familiar with the Debtor's
financial affairs, debt structure, operations and related matters.

In addition to providing any additional investment banking and
financial advisory services as the Debtor may request from time to
time, Houlihan Lokey will assist in the evaluation of strategic
alternatives and render investment banking and financial advisory
services to the Debtor in connection with this chapter 11 case,
including, without limitation:

   a) conducting immediate and comprehensive due diligence
      on the operations, assets and claims (priorities and
      collateral);

   b) reviewing the transaction timeline and assisting the
      company in obtaining necessary creditor support and
      liquidity for the process;

   c) assisting the Company in the development, preparation
      and distribution of selected information, documents
      and other materials in an effort to create interest
      in and to consummate any Transaction(s), including,
      if appropriate, advising the Company in the preparation
      of any teaser summary materials, confidentiality
      agreements, offering memoranda, data rooms, etc.;

   d) soliciting and evaluating indications of interest and
      proposals regarding any Transaction(s) from current
      and/or potential lenders, equity investors, acquirers
      and/or strategic partners;

   e) assisting the Company with the development, structuring,
      negotiation and implementation of any Transaction(s),
      including participating as a representative of the
      Company in negotiations with creditors and other parties
      involved in any Transaction(s);

   f) evaluating all strategic alternatives available to the
      Company throughout the process;

   g) providing expert advice and testimony regarding financial
      matters related to any Transaction(s);

   h) advising and attending meetings of the Company?s Board
      of Directors, creditors groups, official constituencies
      and other interested parties, as the Company and Houlihan
      Lokey determine to be necessary or desirable; and

   i) providing such other financial advisory and investment
      banking services as may be agreed upon by Houlihan Lokey
      and the Company.

In its order approving the engagement, the court made these
modifications on the fee structure provided for the engagement
agreement:

   a) The final sentence of Section 3(i) (Monthly Fees) shall
      be replaced with these sentence:

      "Fifty percent (50%) of all Monthly Fees after the third
       Monthly Fee, that are payable hereunder to Houlihan
       Lokey, shall be credited against a Restructuring
       Transaction Fee or Sale Transaction Fee to which Houlihan
       Lokey becomes entitled, it being understood and agreed
       that no Monthly Fee shall be credited more than once and
       in no event shall a Restructuring Transaction Fee or a
       Sale Transaction Fee be reduced below zero."

   b) The table at the end of Section 3(ii)(b) shall be replaced
      with these:

        i) For AGC from $80 million to $95 million: 1.25% of
           such incremental AGC;

       ii) For AGC from $100 million to $120 million: 2% of
           such incremental AGC; and

      iii) For AGC in excess of $120 million: 4% of such
           incremental AGC.
    c) At the end of the final sentence of Section 3(ii)(c), these
       shall be inserted:

       "provided, however, that $50,000 of the Financing
        Transaction Fee paid to Houlihan Lokey and attributable
        to the Debtor in Possession Loan raised from Redwood
        Capital Investments, LLC, shall be credited against a
        Restructuring Transaction Fee or a Sale Transaction
        Fee to which Houlihan Lokey becomes entitled, it being
        understood and agreed that such credit shall occur only
        once and in no event shall a Restructuring Transaction
        Fee or a Sale Transaction Fee be reduced below zero."

   d) Section 3(11)(d) shall be deleted in its entirety.

   e) In Section 6(iii), the definition of Financing Transaction
      shall be amended to insert after the final sentence, this:

       "Notwithstanding the foregoing definition of Financing
        Transaction, in order for the capital raised or
        Committed in a Financing Transaction to be considered
        for the purposes of determining the amount of a
        Financing Transaction Fee payable to Houlihan Lokey,
        at least 51% of such capital committed shall be
        provided by parties who are, at the time, not lenders
        to the Company, and such capital shall not be a result
        of a conversion of existing debt into new debt
        securities."

   f) This sentence shall be added at the end of Section 7
      (Aggregate Gross Consideration): "Further, solely for
      purposes of determining the actual AGC used in
      calculating a Sale Transaction Fee, AGC shall include
      neither the amount of assumed resident deposit
      liabilities nor the value of the unmodified ground
      lease (excluding the present value of any modifications
      thereto, if any)."

   g) In the final sentence of the Section 9 (Characterization
      of Multiple and/or Complex Transactions), after the
      words "For the avoidance of doubt" insert this:

      "(a) in the event that the Company consummates a Sale
       Transaction and Houlihan Lokey is paid a Sale Transaction
       Fee in accordance with such Sale Transaction, thereafter
       if the Company elects to consummate a Restructuring
       Transaction as a means to distribute the proceeds of
       such Sale Transaction, Houlihan Lokey shall not be paid
       a Restructuring Transaction Fee in addition to the Sale
       Transaction fee, and (b)."

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


CNS RESPONSE: John Pappajohn Discloses 46% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John Pappajohn disclosed that, as of Dec. 27,
2011, he beneficially owns 40,177,268 shares of common stock of
CNS Response, Inc., representing 46% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/qcJcKS

                        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.

The Company reported 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.


COACH AMERICA: Wins Interim Approval of $14.8 Million Loan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coach America Holdings Inc. was given interim
permission Jan. 5 to take a $14.8 million loan provided by some of
the first-lien lenders.  At a final financing hearing Jan. 27, the
loan is scheduled for increase to $30 million.

                         About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
approximately 6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.

In connection with the filing, Coach America has obtained a
commitment for $30 million of debtor-in-possession financing from
a steering committee of its existing senior lenders.  The loan was
arranged by JPMorgan Securities LLC.  JPMorgan Chase Bank N.A. is
the DIP agent.

Coach America's investment banker is Rothschild Inc., legal
counsel is Lowenstein Sandler PC, and its financial advisor is
Alvarez & Marsal North America LLC.   BMC Group Inc. is the claims
agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan
Chase Bank NA as agent.  Second-lien debt, with Bank of New York
Mellon Corp. as agent, is $30.5 million.


COLONIAL BANCGROUP: District Court Vacates Cash Use Ruling
----------------------------------------------------------
District Judge Myron H. Thompson vacated two rulings entered in
January last year by the Bankruptcy Court of the Middle District
of Alabama, based on a finding that the Federal Deposit Insurance
Corp. as receiver for Colonial Bank, may not exercise setoff
rights in six demand-deposit accounts owned by Colonial BancGroup,
Inc., the bankruptcy debtor, and transferred by the FDIC-Receiver
to Branch Banking and Trust Company.

The Jan. 24, 2011 decision denied the receiver's motion for relief
from automatic stay, and the Jan. 25, 2011 ruling granted Colonial
BancGroup's motion to use cash in one of these accounts to pay
BancGroup's operating expenses and the fees and expenses of
professionals.

Colonial Bank was the largest bank to fail in 2009, and the FDIC
estimates that the failure of the bank and its holding company
BancGroup will cost the FDIC and American taxpayers approximately
$5 billion.  BancGroup's principal place of business was in
Montgomery, Alabama, and its principal operating subsidy was, at
99.3 % of its consolidated assets, Colonial Bank.

On Aug. 14, 2009, Colonial Bank was closed by its state regulatory
authorities, and the FDIC was appointed its receiver. With this
appointment, the FDIC-Receiver succeeded by operation of law to
"all rights, titles, powers, and privileges of" the bank.  That
same day, the FDIC-Receiver entered into a purchase and assumption
agreement with the FDIC (in its corporate capacity) and BB&T.
Pursuant to the P&A Agreement, the FDIC-Receiver transferred
nearly all of Colonial Bank's assets to BB&T.  Among these assets
were six demand-deposit accounts owned by BancGroup, with the
largest being BancGroup's so-called "operating account."

On Aug. 17, the first business day following the bank's shut-down,
the FDIC-Receiver placed an administrative hold on all six
accounts.  Eleven days after Colonial Bank failed, BancGroup filed
for Chapter 11 bankruptcy.

In addition to the administrative hold the FDIC-Receiver had
already entered, an automatic stay was placed on the demand-
deposit accounts.  As of the Chapter 11 petition date, the holding
company's deposit accounts totaled $38.41 million, and the
"operating" account, in particular, had a balance of $14.38
million.

On Oct. 5, 2009, the FDIC-Receiver filed a motion seeking relief
from the automatic stay so as to exercise rights against the
deposit balances in these accounts pursuant to 11 U.S.C. Sec.
365(o).  The bankruptcy court denied the motion on Aug. 31, 2010,
and the FDIC-Receiver's appeal of that order is pending before the
District Court.

In the meantime, the FDIC-Receiver filed a proof of claim against
BancGroup on Nov. 30, 2009.  The rights asserted in the FDIC-
Receiver's proof of claim form the basis for its second, and
currently pending before the District court, motion for relief
from the automatic stay, which was submitted in September 2010.
Though the amount of the FDIC-Receiver's claim far exceeds the
aggregate deposit balances of all of the accounts, BB&T did not
object to the FDIC-Receiver's motion because it was limited to the
portion of the deposit balances that are not needed to pay BB&T's
security claim (which, by agreement, is in the other accounts and
not the operating account at issue.  The FDIC-Receiver seeks to
setoff the amount in the operating account and whatever money, if
any, would be left-over in the case that BB&T is over-secured by
the balances in the other accounts.

In response, BancGroup sought to use deposit balances in the
operating account to pay administrative expenses, which the FDIC-
Receiver opposed.

On Jan. 24, 2011, the bankruptcy court denied the FDIC-Receiver's
second motion for relief and held that the receiver did not have a
right to setoff BancGroup's debts with the deposit accounts
because the receiver lost the "mutuality" required to have a
setoff once it transferred BancGroup's accounts to BB&T.  Further,
the bankruptcy court found that any attempt to get that money
back, through provisions of the P&A Agreement, would constitute a
post-petition incurrence of liability and be therefore ineligible
for setoff.

The next day the bankruptcy court granted BancGroup's motion "to
use cash in [BancGroup]'s operating account to pay [BancGroup]'s
operating expenses and the fees and expenses of professionals."
The bankruptcy court briefly reasoned that, by its Jan. 24
decision, it had "held that the FDIC has no right to offset the
funds in the account."

The District Court, however, concluded that the transfer of
BancGroup's demand-deposit accounts from the FDIC-Receiver to BB&T
pursuant to the P&A Agreement did not destroy the mutuality
between the FDIC-Receiver and BancGroup.  According to the
District Court, regardless of the terminology employed -- whether
the P&A Agreement was an "assignment," a "transfer," or a
"delegation" of the account -- one important fact is clear: the
P&A Agreement did not extinguish the FDIC-Receiver's liability in
the deposit accounts to BancGroup.

Judge Thompson, however, noted that the District Court cannot say
its conclusion that the P&A Agreement did not destroy mutuality,
in itself, means that the bankruptcy court erred by denying the
automatic stay and by granting use of the operating account to pay
BancGroup's operating expenses and fees.  These determinations are
questions that belong in the bankruptcy court in the first
instance.  Judge Thompson said the bankruptcy court's decisions
will be vacated and the matter is remanded to allow the bankruptcy
judge to reconsider and determine how, consistent with the
District Court's opinion, the case should proceed.

The District Court case is FEDERAL DEPOSIT INSURANCE CORPORATION,
as Receiver for Colonial Bank, Appellant, v. THE COLONIAL
BANCGROUP, INC., et al., Appellees, Civil Action No. 2:11cv133
(M.D. Ala.).  A copy of Judge Thompson's Jan. 4 judgment is
available at http://is.gd/7f7e9K

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.

In June 2011, the Bankruptcy Court confirmed Colonial BancGroup's
revised Chapter 11 liquidation plan over the FDIC's objection.
Kevin O'Halloran was appointed as Plan trustee.  He has tapped
Quinn Emanuel Urquhart & Sullivan LLP to serve special litigation
and conflicts counsel.


COSTA DORADA: Settlement with Scotiabank de Puerto Rico Okayed
--------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico approved a settlement agreement/
stipulation for the payment of Costa Dorada Apartments Corp.'s
loan to Scotiabank "within the process of its Chapter 11 Plan."

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
stipulation was entered between the Debtor and secured creditor
Scotiabank de Puerto Rico.

Scotiabank is a secured creditor of the Debtor as the holder in
due course of three mortgage notes that were given in pledge to
warrant a commercial loan originated for the principal sum of
$2,500,000 and later increased to $3,150,000.  The loan is secured
by a first mortgage on two (2) properties of the Debtor.

The agreement was reached under these terms:

  (a) The Debtor accepts that as of Sept. 15, 2011, it owes
      Scotiabank $1,100,441 for principal, accrued interest in the
      amount of $171,068, $95,547 for escrow account and $315,000
      for prepetition attorney fees.  Interest will increase at a
      rate of $158.28 daily.

  (b) The Debtor has agreed to pay this debt thorough the Chapter
      11 plan.  Notwithstanding, in the event the instant case is
      dismissed, Scotiabank may continue with this agreement,
      subject to Debtor's compliance.  Otherwise, Scotiabank may
      modify or terminate it.

  (c) The Debtor will have a term of twenty four (24) months,
      counted from the date the agreement is signed, to sell the
      units and complete the payment in full of Scotiabank's loan.

  (d) All units will be sold for a price of no less than $150,000
      unless the parties mutually agree to a different price.

  (f) If the Debtor is not able to sell enough units to complete
      the payment of Scotiabank's loan within the twenty four
      months period it will agree to the lifting of the stay in
      favor of Scotiabank on all the unsold units that are part of
      the collateral.  The stay will be lifted to allow the bank
      to continue with its foreclosure action now pending on the
      State Court.  The stay will be lifted upon a written
      certification to the Court that the sale period has elapsed
      and the loan remains unpaid.

   g) A realtor will be retained for the marketing and sale of
      apartment units.  It will be hired by mutual agreement of
      the parties.  In case the parties are not able reach an
      agreement on the hiring of the realtor the matter will be
      taken to the consideration of the Court.  Each party will
      submit a candidate from which the court will make a final
      determination.

  (h) While the sale of the apartment units is being completed the
      Debtor will make monthly post-petition adequate protection
      payments to Scotiabank in the amount of $6,000 starting with
      the signature of this stipulation and every months
      thereafter.

  (i) All payments received by Scotiabank from the monthly
      payments and the proceeds of the sales will be first applied
      to the accrued interest of the loan.  The rest will be
      applied to the principal of the loan.

  (j) This stipulation will become integral part any
      reorganization plan the Debtor submits for the approval of
      the Court and its creditors.

Pursuant to Rule 4001 of the Federal Rules of Bankruptcy Procedure
(FRBP), the movants request that should no objection to this
agreement be filed within twenty one (21) days from notice of the
same, an Order approving all the terms and conditions above stated
be entered.

A copy of the Secured Debt Stipulation is available for free at:

          http://bankrupt.com/misc/costadorada.dkt65.pdf

                About Costa Dorada Apartments Corp.

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


EASTMAN KODAK: Bankruptcy Risk Cues Moody's Downgrade to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service lowered all ratings of Eastman Kodak
Company, including: the corporate family and probability of
default to Caa3 from Caa2, the senior unsecured to Ca from Caa3,
the senior secured to Caa1 from B3 and the Speculative Grade
Liquidity rating to SGL-4 from SGL-3. The outlook remains
negative.

The rating downgrade reflects a heightened probability of a
bankruptcy over the near term as a result of a deteriorating
liquidity outlook, which Moody's believes is posing additional
challenges to consummating the sale or licensing agreements of
Kodak's key digital patents. The negative outlook reflects Kodak's
eroding liquidity position and the higher probability of a
bankruptcy filing.

Moody's believes Kodak's ability to sell or license some of its
key digital patents may be negatively affected by the possibility
of a Kodak bankruptcy filing over the near term. A bankruptcy
court-approved sale of Kodak's patents, however, could have more
certainty of being sustained, leading, in Moody's view, to a
higher likelihood of reaching a deal.

Additionally, an administrative judge overseeing the dispute at
the U.S. International Trade Commission (ITC) between Kodak and
smartphone makers Apple Inc. and Research In Motion Ltd. recently
extended its target date to render a decision to September 21,
2012 from an earlier December 30, 2011 expectation.

As a result of the delayed ITC timeline and Moody's expectations
that Kodak's core operations will continue to burn cash, Moody's
believes there is a heightened probability that Kodak could file
for bankruptcy in order to improve its prospects of achieving more
favorable terms in the licensing or sale of its digital patents.

RATINGS RATIONALE

The Caa3 corporate family rating reflects a heightened probability
of a debt restructuring over the near term. Because Kodak's core
operations consume cash, and particularly during the first nine
months of each year, "we project domestic cash could be depleted
by mid-2012 absent material IP licensing income and the successful
execution of non-strategic assets sales" said Moody's senior vice
president, Richard Lane.

As of September 2011, Kodak maintained approximately $632 million
of cash in international locations, over half of which was in
China. While Kodak's foreign operations have been able to loan or
repatriate some of these monies, $310 million during the first
nine months of 2011, a good portion of overseas cash is needed for
local operations, or access to this liquidity is limited by local
law or regulation and/or subject to cash taxes upon permanent
repatriation.

To the extent that Kodak executes a sale or licensing agreement,
with after-tax proceeds in excess of $1 billion, the rating
outlook could stabilize. A ratings upgrade could be triggered by
the receipt of $2 billion or more in after tax proceeds.

Rating lowered include:

Corporate family rating to Caa3 from Caa2;

Probability of default to Caa3 from Caa2;

$500 million Senior Secured Notes due 2018, to Caa1 from B3; LGD2,
26%;

$250 million Senior Secured Notes due 2019, to Caa1 from B3; LGD2,
26%;

$3 million Senior Unsecured Notes due 2018, to Ca from Caa3; LGD5,
73%;

$10 million Senior Unsecured Notes due 2021, to Ca from Caa3;
LGD5, 73%;

$250 million Senior Unsecured Global Notes due 2013, to Ca from
Caa3; LGD5, 73%;

Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

The principal methodology used in rating Eastman Kodak was the
Global Technology Hardware Industry Methodology published in
Seotember 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Eastman Kodak Company, headquartered in Rochester, N.Y., provides
imaging technology products and services to the photographic,
graphic arts commercial printing, consumer digital, and
entertainment imaging market. Kodak reported $6.2 billion in
revenue for the twelve months ended September 2011.


EASTMAN KODAK: Cut by S&P to 'CCC-' Amid Substantial Challenges
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term ratings on
Rochester, N.Y.-based Eastman Kodak Co. (EK) to 'CCC-' from 'CCC'.
"In addition, we placed the ratings on CreditWatch with negative
implications," S&P said.

"The current rating reflects both our expectation that Kodak's
pace of cash consumption will remain high over the near term,"
said Standard & Poor's credit analyst John Moore, "and a
considerable risk that earnings and cash flow will be insufficient
to support debt through 2012." Absent a meaningful cash infusion
from asset sales or monetization of intellectual property (IP)
assets, the company could significantly deplete its liquidity with
its 2012 first-half working capital and growth investments.

Kodak has relied on IP licensing settlements and the sale of
noncore assets to fund its plan to transform from a traditional
film manufacturer into a digital technology company. The company
faces substantial challenges to fund its consumer and commercial
inkjet business growth plans given the secular decline of
traditional film, funding requirements of underfunded and unfunded
defined benefit and other postretirement benefit plans, and
protracted uncertainty relating to pending IP litigation against
Apple Inc. and Research in Motion Ltd. before the International
Trade Commission.

"We view Kodak's liquidity as 'weak' as defined in our criteria.
While we expect its December 2011 cash to have benefited from
seasonally strong fourth-quarter earnings and cash flow, we
anticipate seasonal and investing outflows in the first half of
2012 will significantly deplete cash. At Sept. 30, 2011, cash and
cash equivalents amounted to $862 million, approximately $320
million of which was held within China, where there are cash
availability limitations. Kodak's current guidance for cash at
Dec. 31, 2011 is as much as $1.4 billion. In our view,
availability under the company's ABS facility is essentially
exhausted, following a $160 million draw in the third quarter of
2011. We note that reported cash flow from operating activities
less capital expenditures amounted to negative $903 million for
the first half of 2011," S&P said.

"We will monitor the company's progress in shoring up its
liquidity before resolving the CreditWatch. The absence of
substantial asset sales or other replenishment of liquidity
renders the company vulnerable to a default," S&P said.


ELITE PHARMACEUTICALS: Secures $5 Million Funding Commitment
------------------------------------------------------------
Elite Pharmaceuticals, Inc., entered into a securities purchase
agreement with Socius CG II, Ltd., a subsidiary of Socius Capital
Group.  Socius, based in New York and Los Angeles, has an
impressive record of making investments in emerging life sciences
companies.  Under the agreement, Elite may sell up to $5 million
of non-convertible Series F Preferred Stock to Socius over a two-
year period.  Proceeds will be used for product development,
including the scale-up of products using Elite's abuse deterrent
technology, as well as other corporate purposes that management
may deem necessary and appropriate.

"With the completion of this transaction, for the first time in a
long time, management believes that it can focus its time on
growing the company and enhancing shareholder value without having
to expend an inordinate amount of time contemplating where the
capital required for growth will come from," said Elite's Chief
Executive Officer, Jerry Treppel.  "We believe this financing
arrangement will help resolve that issue."

Pursuant to the agreement, Elite has the right over a term of two
years, subject to certain conditions which include the filing and
effectiveness of a registration statement, to require Socius to
purchase up to $5 million of redeemable, non-convertible Series F
Preferred Stock, with such purchases payable in tranches at the
election of Elite.  The Series F Preferred Stock is non-voting,
not convertible into common stock and is redeemable at the option
of Elite.  It carries an annual dividend rate of 10%, with such
dividends to be paid via the issuance of Series F Preferred Stock.
Additionally, Elite may not deliver a tranche notice to Socius if
the closing bid price of Elite's common stock is less than $0.07.

In addition, with each purchase of Series F Preferred Stock, a
portion of the warrant to purchase shares of Elite's common stock
issued to Socius, with an exercise price of $0.07, will vest and
be automatically exercised in an amount equal to 35% of the dollar
amount of the Series F Preferred Stock being purchased and an
additional investment right to purchase Elite's common stock, at a
price of $0.07 per share, will be automatically exercised in an
amount equal to 100% of the dollar amount of the Series F
Preferred Stock being purchased.

Upon automatic exercise of the warrant and additional investment
right, Socius must pay for the underlying shares, at its option,
in cash or by delivering a full-recourse secured promissory note.
In connection with a redemption of the Series F Preferred Stock,
at the option of either Elite or Socius, all outstanding
promissory notes may be offset, exchanged and cancelled for all
outstanding shares of Series F Preferred Stock held by Socius such
that following such offset, exchange and cancellation, no further
amounts will be due or payable with respect to such shares of
Series F Preferred Stock or such promissory notes and all of such
shares of Series F Preferred Stock and promissory notes shall no
longer be outstanding.

Elite expects the closing to the agreement to occur within 5
business days of the execution of the agreement.

A full-text copy of the Form 8-K is available at:

                        http://is.gd/OkHiCy

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company reported a net loss of $13.6 million on $4.3 million
of revenues for the fiscal year ended March 31, 2011, compared
with a net loss of $8.1 million on $3.3 million of revenues for
the fiscal year ended March 31, 2010.

The Company reported a net loss attributable to common
shareholders of $16.81 million on $1.26 million of total revenues
for the six months ended Sept. 30, 2011, compared with a net loss
attributable to common shareholders of $2.90 million on $1.82
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$10.83 million in total assets, $34.52 million in total
liabilities, and a $23.68 million total stockholders' deficit.


EMDEON BUSINESS: Withdraws 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on Emdeon Business Services Inc. due to refinancing
resulting from the company's sale to Blackstone Capital Partners.
"We also withdrew the 'BB' issue ratings and '2' recovery ratings
on its $855 million first-lien term loan and $50 million revolving
credit facility, along with the 'B' issue rating and '6' recovery
rating on its $170 million second-lien term loan. We will rate the
new debt issued as part of its refinancing under the new issuer,
Emdeon Inc.," S&P said.


EMDEON INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Nashville-based health care software provider
Emdeon Inc. The rating outlook is stable.

"We also assigned 'BB-' issue-level ratings and '1' recovery
ratings to Emdeon's $125 million senior secured revolving credit
facility due 2016 and $1.224 billion senior secured term loan due
2018," S&P said.

"In addition, we assigned 'CCC+' issue-level ratings and '6'
recovery ratings to the company's $375 million senior unsecured
notes due 2019 and $375 million notes due 2020," S&P said.

"The ratings reflect Emdeon's 'highly leveraged' financial risk
profile (as defined in our criteria) and its private-equity
ownership structure, which is likely to preclude sustained de-
leveraging," said Standard & Poor's credit analyst Andrew Chang.
"We calculate that adjusted leverage is in the mid-6x range, which
we consider somewhat high for the rating, but expect the company
to maintain or reduce leverage in the near term through modest
EBITDA expansion and debt reductions."

"The stable outlook reflects our expectation that operating
trends, while under some growth pressure, will remain positive as
a result of its highly recurring revenue and broad customer base
and that Emdeon will maintain adjusted leverage at or below
current levels. We would consider an upgrade if the company can
maintain its revenue growth and stable margins over time, such
that adjusted leverage declines to near the 5x range," S&P said.

On the other hand, sustained leverage above 7x due to meaningful
revenue or margin compression as a result of either disappointing
operating trends or additional debt-financed acquisitions, could
lead to lower ratings.


EMMIS COMMUNICATIONS: 6.3% of Outstanding Pref. Shares Tendered
---------------------------------------------------------------
Emmis Communications Corporation announced the final results of
its modified Dutch auction tender offer, which expired at 5:00
p.m., New York City time, on Friday, Dec. 30, 2011.

In accordance with the terms and conditions of the tender offer,
Emmis has accepted for purchase 164,400 shares of its 6.25% Series
A Cumulative Convertible Preferred Stock, par value $0.01 per
share, at a price of $15.56 per share, for an aggregate cost of
approximately $2.6 million, excluding fees and expenses relating
to the tender offer.  These shares represent approximately 6.3% of
the Preferred Shares outstanding as of Dec. 30, 2011.

Payment with respect to the Preferred Shares accepted for purchase
will be made promptly by the depositary.  As a result of the
completion of the tender offer, immediately following payment for
the tendered Preferred Shares, Emmis expects that approximately
2,448,020 Preferred Shares will be issued and outstanding.

The information agent and depositary for the tender offer is BNY
Mellon Shareowner Services.  The solicitation agent for the tender
offer is Georgeson Inc. Paul, Weiss, Rifkind, Wharton & Garrison
LLP and Taft Stettinius & Hollister LLP are acting as Emmis' legal
counsel in the tender offer.  When the tender offer commenced, the
offer to purchase and related documents were mailed to holders of
record of Preferred Shares and also were made available for
distribution to beneficial owners of Preferred Shares.  For
questions and information, please call the information agent toll
free at (866) 301-0524 or the solicitation agent toll free at
(800) 676-0281.

                     About Emmis Communications

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

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

The Company also reported a net loss attributable to common
shareholders of $13.14 million on $125.76 million of net revenues
for the six months ended Aug. 31, 2011, compared with a net loss
attributable to common shareholders of $6.24 million on $126.91
million of net revenues for the same period a year ago.

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

                           *     *     *

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

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

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


EMPRESAS INTEREX: Section 341(a) Meeting Rescheduled to Jan. 23
---------------------------------------------------------------
The U.S. Trustee for Region 21 rescheduled the meeting of
creditors of Empresas Interex Inc. to Jan. 23, 2012, at 2:30 p.m.

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

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

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-10475) on
Dec. 7, 2011.  Bankruptcy Judge Mildred Caban Flores presides
over the case.  Empresas Interex scheduled $10,372,712 in assets
and $9,668,801 in debts.  The petition was signed by Hector
Alvarez, president.


EPICEPT CORP: Names Alan Dunton as Non-Executive Board Chairman
---------------------------------------------------------------
EpiCept Corporation announced that Alan W. Dunton, M.D., has been
appointed to the Company's Board of Directors and named Non-
Executive Chairman.  Dr. Dunton replaces Bob Savage in this role,
who remains on the Board as a Director.  With the addition of Dr.
Dunton, EpiCept's Board has seven Directors.

Dr. Dunton is the Founder of Danerius, LLC, a consulting company
that advises pharmaceutical and biotechnology companies on issues
related to drug development, licensing and regulatory matters.  He
is currently a Director at Targacept, Inc., Palatin Technologies
and Oragenics, Inc.  From 2007 to 2009 Dr. Dunton served as
President and CEO of Panacos Pharmaceuticals Inc., a NASDAQ-listed
biotechnology company.  At Panacos he guided an HIV product into
late-stage clinical development and its subsequent sale.

From 2003 to 2005 Dr. Dunton was President, CEO and a Director of
Metaphore Pharmaceuticals, Inc., and served as Chairman of
ActivBiotics, Inc., in 2006 after the two companies merged.  In
2002 he was President and COO of Emisphere Technologies, Inc. From
1994 to 2002 Dr. Dunton was a senior executive in various
capacities within the Pharmaceuticals Group of Johnson & Johnson,
including President of The Janssen Research Foundation where he
was responsible for the development and regulatory activities for
such blockbuster drugs as Levaquin, Topamax and Risperdal line
extensions.  Earlier in his career he held clinical research and
clinical pharmacology positions at Syntex Corporation, Ciba-Geigy
Corporation, Hoffmann La Roche Inc. and Revlon Health Care Group.

"Dr. Dunton is a seasoned pharmaceutical executive with extensive
Board-level experience, and we are delighted that he has joined
EpiCept as Non-Executive Chairman," said Jack Talley, EpiCept's
President and CEO.  "Given the recent success with the FDA
regarding the future of AmiKet in neuropathic pain, the Board
believes that his business leadership and deep experience in
clinical development and regulatory issues makes him highly
qualified to lead the Board in its oversight and governance as
EpiCept seeks to create the greatest possible shareholder value
leveraging its product portfolio."

Dr. Dunton received his M.D. degree from New York University
School of Medicine, completed his residency in internal medicine
at NYU Medical Center and was a fellow in clinical pharmacology at
Cornell University Medical College/New York Hospital. His teaching
appointments include Stanford University School of Medicine,
Newark Beth Israel Medical Center and NYU Medical Center.

                     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.


EVERGREEN ENERGY: Common Stock Delisted from NYSE Arca
------------------------------------------------------
The NYSE Arca, Inc., notified the U.S. Securities and Exchange
Commission of the removal from listing or registration of
Evergreen Energy Inc. common stock on NYSE.

                       About Evergreen Energy

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

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

The Company also reported a net loss of $6.83 million on $325,000
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $18 million on $303,000 of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$20.25 million in total assets, $18.86 million in total
liabilities, and $1.38 million in total stockholders' equity.

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


FX 4 LLC: No Committee for Owner of 55 Arby's Restaurants
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FX4 LLC and affiliates won't be bothered by an
official creditors' committee.  No one was willing to serve,
according to the U.S. Trustee.

                           About FX 4 LLC

Three related Scottsdale, Arizona limited-liability companies that
operate 54 Arby's fast-food restaurants in Arizona and one in New
Mexico have filed for Chapter 11 bankruptcy protection in Phoenix
Bankruptcy Court (Bankr. D. Ariz. Lead Case No. 11-33622).  The
restaurants are owned by FX4 LLC, FX4A LLC and FX4B LLC, all
headed by Scottsdale businessman Charles Harmon.

The three entities claim liabilities of $21.7 million and assets
of $10.5 million.  Bradley Stevens, Esq., a Phoenix attorney
handling the bankruptcy, said the three petitions likely will be
consolidated.  Of the debt, about $15.5 million is reported to be
owned to creditors holding secured claims.  Mr. Stevens said the
principal creditor is Bank of America.

The restaurants have struggled through the economic downturn and
that the bankruptcy proceeding will allow the operator to reject
leases and close unprofitable locations.

The report notes that Mr. Stevens said the group has not
determined which restaurants it will seek to close.

Bradley Jay Stevens, Esq., at Jennings, Strouss & Salmon, P.L.C.,
serves as counsel to the Debtor.  The Debtor disclosed $2,400,442
in assets and $2,165,915 in liabilities.


FUEL DOCTOR: Enters Into Agency Agreement with Ma Song
------------------------------------------------------
Fuel Doctor Holdings, Inc., entered into an agency agreement with
Ma Song Hai/Fuel Doctor Automobile Care China Beijing Co Inc., an
unaffiliated company located in the People's Republic of China
pursuant to which the Agent will have the exclusive right and
license to sell, market and distribute the Company's fuel saving
component which reduces the utilization of fuel known as "Fuel
Doctor" to potential clients in mainland China, Hong Kong Province
and Macao Province.  The exclusivity of the Agreement is subject
to the Agent meeting certain minimum purchase orders requirements
during the Term of the Agreement.

The Agreement will have an initial term commencing on the
Effective Date and ending on Jan. 1, 2017, unless terminated (i)
by either party upon a material breach of the Agreement (ii) By
the Company upon a change of ownership of the Agent or (iii) by
mutual written agreement of the parties.  The Agent will have the
option to extend the term for an additional five-year term upon
delivery of written notice to Company no earlier than 180 days or
later than 90 days prior to the expiration of the Term.

In consideration for the grant of the exclusive license, the Agent
agreed to provide the Company with certain fees for the each
Product purchased by Agent.  The fees payable to the Company will
be for a period of 12 months after the Effective Date of the
Agreement and thereafter the Company and Agent may mutually agree
upon any price modification.  In the event that the parties fail
to agree upon such price modifications, the Agreement will be
terminated immediately.

A full-text copy of the Agency Agreement is available at:

                        http://is.gd/WhP5A1

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.9 million on $811,576 of revenues, compared with
a net loss of $1.7 million on $603,329 of revenues for the
corresponding period last year.

The Company had an accumulated deficit at Sept. 30, 2011, had a
net loss and net cash used in operating activities for the interim
period then ended.  "While the Company is attempting to generate
sufficient revenues, the Company's cash position may not be
sufficient to support the Company's daily operations," the Company
said in the filing.


GAC STORAGE: Sec. 341 Creditors' Meeting Set for Jan. 11
--------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting GAC Storage
Lansing, LLC's creditors on Jan. 11, 2012, at 1:30 p.m., at 219
South Dearborn, Office of the U.S. Trustee, 8th Floor,
Room 802, in Chicago, Illinois.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Lansing, Illinois, GAC Storage Lansing, LLC, filed for
Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on
Oct. 7, 2011.  Robert M Fishman, Esq., at SHAW GUSSIS FISHMAN
GLANTZ WOLFSON, represents the Debtor.  It estimated $1 million to
$10 million in assets and debts.  The petition was signed by


GALENA MARKET: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Galena Market, Inc.
        19990 Thomas Creek Rd
        Reno, NV 89511

Bankruptcy Case No.: 12-50006

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS - PETRONI, LTD
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-50006.pdf

The petition was signed by Ralph "Kent" Sweet, president.


GARY-WILLIAMS ENERGY: S&P Withdraws 'B+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on refiner Gary-Williams Energy Corp. at the
company's request. The company was acquired by Coffeyville
Resources LLC (Coffeyville) on Dec. 15, 2011, and Coffeyville
subsequently paid off all of Gary-Williams' debt.

"The rating action follows the completion of Coffeyville Resources
LLC's (Coffeyville's) acquisition of Gary-Williams. In conjunction
with the transaction, CVR has paid off Gary-Williams term loan,
which was about $50 million on Sept. 30, 2011. We affirmed the
ratings on Coffeyville on Dec. 9, 2011," S&P said.

Coffeyville financed the acquisition of Gary-Williams with
proceeds from its $200 million offering of additional first-lien
senior secured term notes and cash from its balance sheet,
bringing the total enterprise valuation of Gary-Williams
(excluding working capital) to $525 million.


GELTECH SOLUTIONS: LPC Agrees to Buy $5 Million Common Shares
-------------------------------------------------------------
GelTech Solutions, Inc., executed a purchase agreement, effective
Jan. 4, 2012, with Lincoln Park Capital Fund, LLC, together with a
registration rights agreement, whereby LPC has agreed to purchase
up to $5.0 million of the Company's common stock over a 30-month
period.  Under the Registration Rights Agreement, the Company
agreed to file a registration statement related to the transaction
with the U.S. Securities & Exchange Commission covering the shares
that may be issued to LPC under the Purchase Agreement.  Upon
filing the registration statement, LPC made an initial purchase of
166,667 shares of the Company's common stock for $100,000.  Five
days after the SEC has declared effective the registration
statement related to the transaction, the Company has the right
over a 30-month period to sell shares of common stock to LPC in
amounts between $30,000 and $500,000, depending on certain
conditions as set forth in the purchase agreement, up to $5.0
million.

The purchase price of the shares related to the future funding
will be based on the prevailing market prices of the Company's
shares at the time of sales without any fixed discount, and the
Company will control the timing and amount of any sales of shares
to LPC.  LPC will not have the right or the obligation to purchase
any shares of the Company's common stock on any business day that
the price of the Company's common stock is below $0.35 per share.

In consideration for entering into the $5.0 million Purchase
Agreement, the Company issued 150,000 shares of the Company's
common stock and may issue in the future up to 450,000 shares of
our common stock pro rata as LPC purchases, at the Company's sole
discretion, up to the remaining $4.9 million of the Company's
common stock.  The Purchase Agreement may be terminated by the
Company at any time at its discretion without any cost to the
Company.  There are no negative covenants, restrictions on future
fundings, penalties or liquidated damages in the agreement.  The
proceeds received by the Company under the common stock purchase
agreement will be used for working capital and general corporate
purposes.

On Sept. 1, 2010, the Company and LPC entered into a Purchase
Agreement and a Registration Rights Agreement whereby the Company
had the right to sell, at its sole discretion, to LPC up to
$5,000,000 of the Company's common stock, over a 30-month period.
Under the Prior Purchase Agreement, the Company sold 2,348,063
shares of common stock to LPC and received proceeds of $3,358,866.

On Jan. 3, 2012, the Prior Purchase Agreement and Prior
Registration Rights Agreement between the Company and LPC were
terminated by mutual agreement.

On Jan. 6, 2012, the Company filed with the SEC a Form S-1
registration statement relating to the sale of up to 4,400,000
shares of the Company's common stock which may be offered by the
selling shareholder, Lincoln Park Capital Fund, LLC.  The shares
of common stock being offered by the selling shareholder are
outstanding or issuable pursuant to the Lincoln Park Purchase
Agreement.

The Company will not receive any proceeds from the sales of the
above shares of common stock by the selling shareholder; however
the Company will receive proceeds under the Purchase Agreement if
the Company sells shares to the selling shareholder.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "GLTC".

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

                        http://is.gd/MF7m7Z

Meanwhile, on Jan. 3, 2012, Michael Becker, CPA, was appointed as
a director of GelTech and as member of the Company's Audit
Committee.

                      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.


GENERAL MOTORS: S&P Raises Long-Term Issuer Credit Rating to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term issuer
credit rating on General Motors Financial Co. Inc. (GM Financial)
to 'BB' from 'B+'. "We also raised the issue-level rating on the
company's senior unsecured debt to 'BB-' from 'B'. At the same
time, we removed the ratings from CreditWatch, where they were
placed with positive implications on Sept. 30, 2011. The outlook
is stable," S&P said.

"Our upgrade of GM Financial reflects our view that the company
remains a strategically important subsidiary of General Motors
Co.," said Standard & Poor's credit analyst Rian Pressman. "Based
on this view, the issuer credit rating on GM Financial is two
notches higher than its stand-alone credit profile (SACP) of 'b+'.
Strategically important subsidiaries can receive up to three
notches of support, but they cannot be rated the same as their
parents."

"GM Financial's SACP reflects its evolving product offerings, its
reliance on asset-backed securities markets for funding, and
encumbered balance sheet," said Mr. Pressman. "Other
considerations include GM Financial's long track record in
subprime automobile lending and improving financial performance."

"We believe that ownership of GM Financial provides General Motors
Co. (GM; BB+/Stable/--) with a dedicated source of subprime and
lease financing for the purchase and lease of new GM vehicles in
the U.S. and Canada, thus supporting our view of GM Financial as
strategically important. Prior to GM's partnership with
AmeriCredit (established in September 2009), its retail financing
penetration in subprime loans had been below the industry average.
Its current penetration in U.S. and Canadian leases remains
somewhat below industry averages, and GM Financial is assuming an
important role in filling this gap. Moreover, the planned launch
of a commercial lending platform in second-quarter 2012 will offer
GM dealers an alternative source of floor plan, real estate, and
capital improvement loans, further increasing GM Financial's
importance to GM. Although GM Financial emphasizes GM
originations, it has preserved non-GM business, including its
traditional vehicle financing for subprime consumers in the U.S.,"
S&P said.

"GM also provides some financial support to GM Financial, which
further bolsters our view of its strategic importance," S&P said.

"Although we believe that GM Financial is strategically important
to GM's overall financing strategy, we don't believe the
subsidiary is core to GM's operations. In the three months ended
Sept. 30, 2011, financing for new GM vehicles accounted for only
about 39% of total originations," S&P said.

"GM Financial's stand-alone financial performance continued to
improve through 2011, primarily because of lower credit and
funding costs and high recovery values on the sale of repossessed
vehicles. We expect credit performance to deteriorate somewhat as
these cyclical conditions abate and management selectively loosens
credit standards. However, management has proven its ability to
effectively manage its subprime business thorough numerous
economic cycles. Nonetheless, the company's evolving strategy
limits the possibility for us to raise the SACP over the next
couple of years," S&P said.


GEORGES MARCIANO: Trustee Ordered to Appear in Canadian Court
-------------------------------------------------------------
U.S. bankruptcy trustee David Gottlieb, appointed by a US court in
the involuntary bankruptcy of Georges Marciano, was served a
special order on Dec. 29, 2011, to appear in court in Canada on
charges of contempt for not complying with certain provisions of
the judgment handed down by the Honourable Mark Schrager, judge of
the Superior Court of Quebec.

On Dec. 8, 2011, Judge Schrager rejected the search warrant and
the authorization to seize the assets belonging to Georges
Marciano and third parties.  In his judgment, Judge Schrager
ordered the Gottlieb trustee to return all assets that were seized
from Mr. Marciano and other parties before the trial (artwork,
luxury vehicles, properties, jewels, etc.).

According to the documents filed in Superior Court, David Gottlieb
not only refused to comply and return the illegally obtained
documents but submitted them to a California court on behalf of
his clients for proceedings instituted against Mr. Marciano by
former employees for hurt feelings.

The Dec. 29 court order charges David Gottlieb to appear at 9 AM
on Jan. 11, 2012, in room 16.10 of the Palais de Justice de
Montr‚al, to hear the proof and assert any defences he may have to
avoid a sentence of contempt of court and a fine of up to five
thousand dollars ($5000) or imprisonment.


                      About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  As reported in the Troubled Company Reporter on
Oct. 30, 2009, three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.


GRAND RIVER: Files Schedules of Assets and Liabilities
------------------------------------------------------
Grand River Infrastructure, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $7,600,000
  B. Personal Property          $14,150,635
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,211,272
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $86,424
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,991,993
                                 -----------      -----------
        TOTAL                    $21,750,635      $9,289,690

               About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
David C. Marsh, vice president.


GRAND TRAVERSE: S&P Lowers Rating on Series 2007 Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term rating to
'BB+' from 'BBB-' on Grand Traverse Academy (GTA), Mich.'s series
2007 public school academy revenue and refunding bonds.  The
outlook is stable.

"The lowered rating reflects our view of GTA's limited balance
sheet resources and its growing dependence on state-aid
anticipation notes to cover cash flow needs," said Standard &
Poor's credit analyst Shari Sikes.  "While general fund balances
appear to have improved in fiscals 2011 and fiscal 2010 on
positive operating results, the booking of sub-lease receivables
from the academy's management company for the use of equipment and
facilities that are later netted against the company's higher fee
for service inflates the academy's actual reserve position. Timing
of state aid note payments also causes cash on hand to be somewhat
overstated. So while enrollment is growing and operations are
covering debt service by at least 1 time, we believe the school's
liquidity is weaker than it appears and is more consistent with
'BB-' rated charter school medians," added Ms. Sikes.

GTA is a public charter school located in Traverse City, Mich. and
serves approximately 1,200 kindergarten through 12th grade
students.


GREAT LAKES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Great Lakes Properties of Fenton, LLC
        12901 Fenton Heights Boulevard
        Fenton, MI 48430

Bankruptcy Case No.: 12-30005

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Raad Asmar, member.


GRUBB & ELLIS: Common Stock Suspends Trading on NYSE
----------------------------------------------------
NYSE Regulation, Inc., has determined that the common stock of
Grubb & Ellis Company (ticker symbol GBE) be suspended from
trading on the New York Stock Exchange prior to the market opening
on Friday, Jan. 6, 2012.  The Company expects to commence trading
on the over-the-counter market that same day under a symbol yet to
be determined.

NYSE Regulation has determined that the Company is no longer
eligible for listing under Section 802.01B of the NYSE Listed
Company Manual in view of the fact that it has fallen below the
NYSE's continued listing standard regarding average global market
capitalization over a consecutive 30 trading day period of less
than $15 million, which is a minimum threshold for listing.

The Company had previously fallen below the NYSE's continued
listing standard for average global market capitalization over a
consecutive 30 trading day period of less than $50 million and
latest reported shareholders' equity of less than $50 million as
well as the average closing price of less than $1.00 over a
consecutive 30 trading day period.  The Company's business plan
was previously accepted by NYSE Regulation, however, in light of
the subsequent non-compliance with the aforementioned minimum
market capitalization standard, this plan process is no longer
available.

The Company has a right to a review of this determination by a
Committee of the Board of Directors of NYSE Regulation.
Application to the Securities and Exchange Commission to delist
the issue is pending the completion of applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.  The NYSE noted that it may, at any time, suspend a
security if it believes that continued dealings in the security on
the NYSE are not advisable.

                    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.


HANMI FINANCIAL: To Hold Annual Vote on Executive Compensation
--------------------------------------------------------------
As previously reported, Hanmi Financial Corporation's stockholders
voted, on an advisory basis, to conduct future stockholder
advisory votes on the compensation of the Company's named
executive officers on an annual basis.  The Board of Directors has
determined that the Company will conduct future stockholder
advisory votes on the compensation of its named executive officers
on an annual basis until the occurrence of the next required
advisory vote on the frequency of conducting future stockholder
advisory votes on the compensation of the Company's named
executive officers, which will be no later than the Company's
annual meeting of stockholders held in 2017, or until the Board of
Directors otherwise determines that a different frequency for such
stockholder advisory votes is in the best interest of the
Company's stockholders.

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a   loan production office in Washington State.

The Company reported a net loss of $88.01 million on
$144.51 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $122.27 million
on $184.14 million during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.68 billion in total assets, $2.48 billion in total liabilities,
and $203.20 million in total stockholders' equity.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HOMELAND SECURITY: To Halt Contingent Payment Under Default APA
---------------------------------------------------------------
Homeland Security Capital Corporation entered into the First
Amendment to the Asset Purchase Agreement dated June 22, 2011, by
and among the Company, Default Servicing USA, Inc., a subsidiary
of the Company, Default Servicing, LLC, and DAL Group, LLC, the
sole member of Default.

Under the terms of the Agreement, the Company acquired all of the
assets and properties of, and assumed certain liabilities from,
Default in consideration of an aggregate purchase price of
$480,000 in cash and up to an additional $2.9 million in
Contingent Payment Amounts, subject to the achievement of
specified net revenue measurement metrics during each calendar
month through 2014.

Pursuant to the terms of the Amendment, the parties agreed to
discontinue the payment of all future Contingent Payment Amounts
relating to the period on and after Jan. 1, 2012, in consideration
of a payment by the Buyer to Default in the amount of $200,000.
In addition, and in consideration of the Termination Payment,
Default and the Member have agreed not to make any claims under
Section 9.3 of the Agreement, other than those relating to the
Assumed Liabilities, and the Company and the Buyer will not make
any claims under Section 9.2(a) of the Agreement against the
Termination Payment or the Contingent Payment Amounts.  As a
result, the parties also agreed that Default is not obligated to
fund the Escrow Amount and the Parties hereby terminate the Escrow
Agreement with SunTrust Bank.

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

                       http://is.gd/wYcmu3

Meanwhile, Philip A. McNeill resigned from his position as a
director of the Company effective Dec. 31, 2011.

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

Coulter & Justus, P.C., in Knoxville, Tennessee, noted that
related party senior notes payable totaling $19,725,040 are due
and payable, the Company has incurred a loss from operations for
year ended June 30, 2011, and has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.

As reported by the TCR on Aug. 10, 2011, Homeland Security entered
into a Forbearance Agreement by and among YA Global Investments,
L.P., as lender, Homeland Security Advisory Services, Inc.,
Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant
to which the Lender agreed to forbear from exercising its rights
and remedies under the Financing Documents and applicable law with
respect to one or more Events of Default that have occurred and
are continuing as a consequence of the Company having failed to
pay, when due at maturity, all outstanding principal and accrued
and unpaid interest under the Company's outstanding debt with the
Lender.

The Company's balance sheet at Sept. 30, 2011, showed
$39.83 million in total assets, $45.47 million in total
liabilities, $169,768 in warrants payable, and a $5.81 million
total stockholders' deficit.


IMAGE METRICS: Suspending Filing of Reports with SEC
----------------------------------------------------
Image Metrics, Inc., filed a Form 15 notifying of its suspension
of its duty under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to its common stock, par value $0.001 per share.  Pursuant to Rule
12h-3, the Company is suspending reporting because there are
currently less than 300 holders of record of the common shares.
As of Jan. 5, 2012, there were 113 holders of the Company's common
stock.

                        About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.

The Company reported net income of US$19,000 on US$7.02 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of US$9.65 million on US$5.94 million of revenue during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
US$3.72 million in total assets, US$12.55 million in total
liabilities, and a US$8.83 million total shareholders' deficit.

SingerLewak LLP, in Los Angeles, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's fiscal 2011 financial results.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency at
Sept. 30, 2011.


INTEGRATED BIOPHARMA: Forbearance Agreement to Expire by Jan. 10
----------------------------------------------------------------
Integrated Biopharma, Inc., entered into a letter agreement, dated
Dec. 29, 2011, by Imperium Advisers, LLC, as Collateral Agent on
behalf of Investors, and addressed to and acknowledged, accepted
and agreed to by the Company.  The First Amendment amended the
Forbearance Agreement, dated as of Oct. 4, 2011, by and between
the Company and the Collateral Agent, to extend the termination
date of the Forbearance Agreement from Dec. 31, 2011, to Jan. 6,
2012.

On Jan. 5, 2012, the Company entered into a letter agreement,
dated Jan. 5, 2012, by the Collateral Agent, and addressed to and
acknowledged, accepted and agreed to by the Company.  The Second
Amendment amended the Forbearance Agreement to (i) extend the
termination date of the Forbearance Agreement to Jan. 10, 2012,
and (ii) provide that any interest payments due and payable to the
Collateral Agent by the Company on or after Jan. 5, 2012, through
Jan. 10, 2012, pursuant to the terms of the 8% Senior Secured
Notes of the Company shall accrue and be due and payable on
Jan. 11, 2012.

                    About Integrated BioPharma

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

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

The Company's balance sheet at Sept. 30, 2011, showed
$13.41 million in total assets, $20.73 million in total
liabilities, all current, and a $7.32 million total stockholders'
deficiency.

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


INT'L ENVIRONMENTAL: Court Dismisses Ch. 11 Reorganization Case
---------------------------------------------------------------
International Environmental Solutions Corporation asked the U.S.
Bankruptcy Court for the Central District of California to dismiss
its request to reopen the case, and refund the $1,000 filing fee.

In a Dec. 20, hearing, the Court granted, in part, the motion to
dismiss and expunge the Debtor's Chapter 11 case.  The Court found
insufficient evidence exists to conclude that either of the
competing two groups of directors of the Debtor has been duly
constituted and elected by the shareholders of the Debtor.

Shareholder Steven Thompson filed a motion for an order to
dismiss and expunge the case.  Shareholder and unsecured creditor
Karen Bertram joined in the request.

The Court did not the request for expungement.

In its order dismissing the case, the Court ruled that the Debtor
is prohibited from filing another bankruptcy case until either
(1)(a) a duly and properly noticed shareholder meeting occurs at
which a board of directors is properly elected; and (b) that newly
elected board passes a new resolution authorizing the filing of a
new bankruptcy case; or (2) a nonbankruptcy court issues an order
affirming the power and validity of a board of directors for the
Debtor (either one of the existing competing boards or some other
new group of directors) and that group of directors approved by
the nonbankruptcy court approves the filing of another bankruptcy
case.

           About International Environmental Solutions

Headquartered in Menifee, California, International Environmental
Solutions, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-44755) on Nov. 11, 2011.  Judge Wayne E. Johnson
presides over the case.  Howard S. Levine, Esq. --
howard@cypressllp.com -- at Cypress LLP, serves as the Debtor's
counsel.  The petition was signed by Gary Allen, president.  The
Debtor disclosed $28,128,636 in assets and $11,173,895 in
liabilities as of the Chapter 11 filing.


JAZARCO INTERNATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Jazarco International, LLC
          aka Jazarco International Trust
        P.O. Box 1807
        Apache Junction, AZ 85117
        Tel: (602) 535-0002

Bankruptcy Case No.: 12-00161

Chapter 11 Petition Date: January 5, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Ian D. Quinn, Esq.
                  QUINNLAW PLLC
                  40 North Central Avenue, Suite 1400
                  Phoenix, AZ 85004
                  Tel: (602) 535-0002
                  Fax: (602) 535-0003
                  E-mail: iquinn@quinnlawnet.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Melvin Palmer, general manager.


KINGSBURY CORP: Wants to Use Cash Collateral Pending Sale Outcome
-----------------------------------------------------------------
Kingsbury Corporation, et al., ask the U.S. Bankruptcy Court for
the District of New Hampshire for authorization to continue to:
(1) borrow postpetition funds from Diamond Business Credit, LLC
pursuant to the Loan Agreement and Security Agreement by and
between Diamond and the Debtor, dated Oct. 22, 2007, as amended;
and (2) use cash collateral.

The Debtors filed their request for an authorization to obtain
funds and use cash collateral before access to cash collateral was
due to expire Dec. 30, 2011.

The Debtor requires the continued use of postpetition financing
and cash collateral to maintain operations pending the outcome of
the sale process initiated by the Debtor on Dec. 13.

                      About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.

Kingsbury Corporation and affiliate Ventura Industries, LLC, filed
Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11-
13687) on Sept. 30, 2011.  Jennifer Rood, Esq., and Robert J.
Keach, Esq., at Berstein, Shur, Sawyer & Nelson, serve as counsel
to the Debtors.  In its schedules, the Debtor disclosed
$10,134,679 in assets, and $24,534,973 in liabilities as of the
petition date.

Donnelly Penman & Partners serves as its investment banker.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Kingsbury Corporation.


KINGSBURY CORP: Auction for Real Estate, et al., Set for Jan. 26
----------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Kingsbury Corporation, et
al., to sell its assets in an auction led by Optimation
Technology, Inc., or its permitted successors and assigns (if
any).

Pursuant to the asset purchase agreement, Optimation Technology
has proposed to pay $2,600,000 in cash for the Debtors' assets.

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

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

The Debtors scheduled a Jan. 26, 2012 auction for their real
estate, M&E and personal property.  The auction will be held at
the offices of Bernstein Shur Sawyer & Nelson, P.A., 670 North
Commercial Street, Suite 108, Manchester, New Hampshire, beginning
at 10:00 a.m.  Competing bids are due Jan. 23.

The Court will consider the sale of the assets to Optimation
Technology or the winning bidder at a hearing on Jan. 30, at
10:00 a.m.  Objections, if any, are due Jan. 27, at 5:00 p.m.  Any
objection to a proposed cure amount and any objection to the
potential assumption and assignment of an executory contract or
lease must be filed with the Bankruptcy Court by Jan. 27, at
4:00 p.m.

In the event of any competing bids for the assets, resulting in
Optimation Technology not being the successful Buyer, it will
receive a breakup fee of $105,000 to be paid at the time of the
closing of the sale with such third party buyer.

                      About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.

Kingsbury Corporation and affiliate Ventura Industries, LLC, filed
Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11-
13687) on Sept. 30, 2011.  Jennifer Rood, Esq., and Robert J.
Keach, Esq., at Berstein, Shur, Sawyer & Nelson, serve as counsel
to the Debtors.  In its schedules, the Debtor disclosed
$10,134,679 in assets, and $24,534,973 in liabilities as of the
petition date.

Donnelly Penman & Partners serves as its investment banker.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Kingsbury.


KOREA TECHNOLOGY: Deadline This Week on Reply to Sale Protest
-------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah approved the stipulation extending until Jan. 13,
2012, the deadline for Korea Technology Industry America, Inc., et
al., to respond to the creditors' motion to alter and amend order
approving sale of substantially all of the Debtors' assets.

The stipulation was entered among the Debtors and creditors --
Western Energy Partners, LLC, Elgin Services Company, Inc., and
Tar Sands Holdings, LLC.

As reported in the Troubled Company Reporter on Jan. 4, 2012,
secured creditors asked the Court to amend its order approving the
sale or sales of substantially all of the assets of the Debtors to
address deficiencies in the Asset Purchase Agreement between the
Debtors, as sellers and Rutter and Wilbanks Corporation, as buyer.

The Secured Creditors told the Court that the APA was a hastily
constructed document, and that it was pieced together during the
course of an evidentiary hearing with little or no opportunity for
parties in interest to contemplate its actual implementation and
to address its many internal inconsistencies and shortcomings.
For the benefit of the Debtors estate and creditors, and to avoid
costly future litigation, according to the Secured Creditors, the
Court must amend the Sale Order to address these deficiencies:

   A. There is No Mechanism for Determining the Amount to be
      Paid.

   B. By Its Terms, the APA is Not Enforceable and May Never
      Become Enforceable.

   C. There is No Mechanism in the APA or in the Sale Order That
      Requires the Buyer to Demonstrate the Ability to Close
      Prior to The Closing Date.

   D. The Consequences of a "Force Majeure" Event are Inconsistent
      and Contradictory.

   E. There Is No Protection For Losses or Damages Caused by the
      Buyer To The Assets if the Buyer does not Close.

A copy of the motion is available for free at:

       http://bankrupt.com/misc/koreatechnology.doc214.pdf

As reported in the TCR on Nov. 18, 2011, the Debtors won
Bankruptcy Court authority to sell the Asphalt Ridge Oil Sands
Project and assign related contracts to Rutter and Wilbanks
Corporation, the stalking horse bidder for the sale.

                      About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of
Seoul-based Korea Technology Industry Co. that tried to squeeze
crude oil from Utah's sandy ridges.  Korea Technology Industry
America, Uintah Basin Resources LLC, and Crown Asphalt Ridge
L.L.C., filed separate Chapter 11 bankruptcy petitions (Bankr. D.
Utah Case Nos. 11-32259, 11-32261, and 11-32264) on Aug. 22,
2011.  The cases are jointly administered under KTIA's case.
Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., at
Durham Jones & Pinegar, P.C., in Salt Lake City, serve as the
Debtors' counsel.  The Debtors tapped DBH Consulting, LLC, as
their accountant.  The Debtors disclosed US$35,246,360 in assets
and US$38,751,528 in debts.

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


LA VILLITA: Has Access to ORIX Cash Collateral Until Jan. 31
------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas, in a tenth interim order, authorized La
Villita Motor Inns, J.V., to use the cash collateral.

Pursuant to a stipulation entered between the Debtor and ORIX
Capital Markets LLC, as special servicer for U.S. Bank National
Association, as trustee for GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 1999-C1, the
Debtor will use the cash collateral until Jan. 31, 2012.

As adequate protection from diminution in value of the lender's
interest in the cash collateral, the Debtor will:

   -- grant replacement liens on assets and property interests of
   the Debtor;

   -- maintain casualty and liability insurance policies on its
   assets without interruption;

   -- secure and maintain all its property and continue to
   market the Hotel rooms and services and collect and account for
   all income; and

   -- provide for insurance, without interruption, as required
   under the Loan Documents and to maintain an escrow for payment
   of taxes.

ORIX will also retain any rights to object to the Debtor's
continued use of cash collateral or to request further adequate
protection for the Debtor's use of cash collateral.

                  About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010.  The
Debtor estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.

The Debtor's original bankruptcy counsel was Oppenheimer, Blend,
Harrison & Tate, Inc. that subsequently merged with Strasburger &
Price, L.L.P.  ORIX filed a motion seeking to disqualify Debtor's
counsel following the merger and the Bankruptcy Court granted
ORIX's motion by order entered on Sept. 29, 2011.  Hohmann, Taube
& Summers, L.L.P., replaced OBHT as counsel.


LAND OF KANAAN: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Land of Kanaan, LLC
        214 Dory Lane
        Clayton, NC 27520

Bankruptcy Case No.: 12-00028

Chapter 11 Petition Date: January 2, 2012

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

Debtor's Counsel: R. Dannette Underwood, Esq.
                  UNDERWOOD LAW OFFICE
                  2523 Government Road
                  Clayton, NC 27520
                  Tel: (919) 585-6260
                  Fax: (919) 585-6266
                  E-mail: rduatty@yahoo.com

Scheduled Assets: $858,000

Scheduled Liabilities: $1,474,435

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-00028.pdf

The petition was signed by Kevin Bunn, owner.


LANDMARK INVESTORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Landmark Investors 2, LLC
        625 Los Cerritos Road
        Glendora, CA 91740

Bankruptcy Case No.: 12-10321

Chapter 11 Petition Date: January 4, 2012

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

Judge: Barry Russell

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H. AVER APC
                  1950 Sawtelle Boulevard, Suite 120
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

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

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

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Robert W. Bodkin, II, manager.


LAST MILE: Final Hearing Thursday on Cash Collateral Use
--------------------------------------------------------
The Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York will convene a final hearing on Jan. 12,
2012, at 10:00 a.m. (Eastern Time), to consider Last Mile, Inc.'s
request for authorization to use cash collateral.

The Debtor requested for Court's authorization to use the cash
collateral to satisfy (i) all payments required under their ground
leases; (ii) all monthly payments to be made in escrow for
insurance and taxes; and (iii) operational costs and expenses
arising in connection with the administration of the Debtor's
estate.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq, and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  The Debtor disclosed $11,757,058
in assets and $23,300,655 in liabilities as of the Chapter 11
filing.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LIBERATOR INC: Taps Trilogy to Lead Investor Relations Drive
------------------------------------------------------------
Liberator, Inc., engaged Trilogy Capital Partners to lead its
financial communications and investor relations initiatives.

Trilogy is a New York-based financial communications firm
providing strategic communications and investor relations support
for dynamic and fast growing companies.  Trilogy's mandate is to
drive investor awareness for Liberator as it capitalizes on the
rising demand for sexual wellness products online and increasingly
in mainstream retail stores in the United States and around the
world.  Trilogy will aim to generate sustainable market interest
in Liberator, Inc., while supporting Liberator's commitment to
growth in revenues, earnings and shareholder value.

"The depth of market experience represented by the Trilogy team,
combined with Liberator's high-growth focus on the sexual wellness
industry, make the timing of this relationship ideal," said Louis
Friedman, president and CEO of Liberator, Inc.  "Together with
Trilogy, we intend to use all communication channels available to
disseminate a robust stream of news and information supporting
maximum transparency so we can keep the financial community
apprised of our ongoing successes."

Trilogy's responsibilities under the agreement include ongoing
contact with prospective institutional and retail investors, as
well as the distribution of news, research and information to
Liberator's current shareholders and potential investors.  Trilogy
will also manage outreach and presentations to institutional
investors and others in the financial community through industry
meetings, as well as national and international financial
conferences.

"As a pioneer and early leader in the sexual wellness industry,
Liberator is poised to benefit from the rapid shift to mainstream
demand for bedroom products as exemplified by their expansion into
mass market retailers such as Walgreens.com, drugstore.com and
VitaminShoppe.com," said Darren Minton, President of Trilogy.  "We
are pleased to have the opportunity to work with Mr. Friedman and
his team to bring Liberator's impressive growth story to the
attention of the global investment community."

Liberator participates in the rapidly growing worldwide market of
sexual wellness, which is the movement toward personal sexual
health and the mainstream acceptance of products that were
previously only sold in adult stores.  Evolving from its iconic
Liberator shapes, the Company combines form with function to
produce contemporary furniture and accessories for bedroom play,
as well as products for major retailers which embrace the sexual
wellness category of products.  Realizing the importance of brand
awareness, the Company continues to be at the forefront of
aligning the Liberator brand with mainstream consumers, having
appeared in movies and TV shows such as Meet the Fockers, Burn
after Reading and The Real Housewives of Atlanta, in addition to
popular magazines and periodicals like Maxim, Cosmopolitan, Men's
Health and Forbes.

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.64 million in total assets, $5.44 million in total liabilities,
and $1.19 million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LITHIUM TECHNOLOGY: Amends Securities Purchase Pact with Cicco
--------------------------------------------------------------
Lithium Technology Corporation, on Dec. 30, 2011, entered into an
Amendment to the Securities Purchase Agreement with Cicco Holding
AG dated March 30, 2011, which Securities Purchase Agreement was
part of the strategic transaction with Cicco, an affiliate of
Frazer-Nash Research Ltd.  The Amendment extends the period during
which Cicco may fund the Commitment Amount under the convertible
promissory notes issuable to Cicco by the Company under the terms
of the Securities Purchase Agreement by three months, until
March 30, 2012.  A copy of the Amendment is available for free at
http://is.gd/4IGGoD

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company reported a net loss of $12.26 million on $6.06 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.52 million on $4.51 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LODGENET INTERACTIVE: Mast Capital Discloses 9.6% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mast Capital Management, LLC, and its
affiliates disclosed that, as of Jan. 5, 2012, they beneficially
own 2,425,915 shares of common stock of LodgeNet Interactive
Corporation representing 9.6% of the shares outstanding.  As
previously reported by the TCR on Nov. 28, 2011, Mast Capital
disclosed beneficial ownership of 2,421,815 shares.  A full-text
copy of the amended filing is available at http://is.gd/FZ00df

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company also reported a net loss of $1.78 million on
$321.21 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $7.32 million on
$344.91 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $408.96
million in total assets, $460.01 million in total liabilities and
a $51.05 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOMBARD PUBLIC: S&P Lowers Rating on $53.995-Mil. Bonds to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
to 'CCC' from 'B-' on Lombard Public Facilities Corp.'s (LPFC)
$53.995 million series 2005A-2 convention center and hotel first-
tier revenue bonds. "Our recovery rating on the series A bonds is
unchanged at '4', indicating an expectation of average (30% to
50%) recovery in the event of default. We believe that recovery
for the first-tier bonds would be at the lower end of the range.
At the same time, we lowered the rating to 'CCC' from 'B-' on
LPFC's $45.005 million series 2005B convention center and hotel
second-tier revenue bonds. The outlook on all ratings is
negative," S&P said.

"The rating action reflects our view of the village board's vote
in the last week of 2011 to not approve a requested payment of
$911,747.94 to cover a shortfall in the January 2012 debt service
payment," said Standard & Poor's credit analyst Ben Macdonald.

"We had previously anticipated that the village would provide as
much as $2 million annually to the project, as specified in the
project indenture and tax rebate agreement," S&P said.

The senior project bonds, series 2005A-1 and 2005A-2, are secured
by net operating revenues, a number of first-tier debt reserves,
and an annual special reserve of as much as $2 million funded by
the Village of Lombard as defined in the project tax rebate
agreement. The village payment is subject to appropriation.

This is the first time that the project has called upon the
village to make a payment on the series A bonds under the bond
documents.

The series 2005B bonds are secured by net operating revenues plus
the village's tax rebate agreement, but the rating for this series
is the same as the rating on the series 2005A-2 bonds due to
certain common events of default in the indenture of trust that
link the two series of bonds.

"The LPFC unsuccessfully tried to restructure the project debt in
March 2011, with the majority of lenders not accepting the
proposal. The LPFC believes the project, with its current capital
structure, will not be able to generate sufficient cash flow to
support ongoing obligations. The village board's decision to not
provide additional project funds in December 2011 was unanimous,
and we believe it may be an effort to encourage bondholders to
restructure the project debt. Under management projections, which
assume slow growth and stabilization at 68% in 2015, the first-
tier bonds will default at the end of 2014 or in 2015. We believe
the board will continue to take steps to restructure the debt,"
S&P said.

"The project has been operating with a debt service coverage (DSC)
ratio of less than 1x since commercial operations began in 2007.
Both the hotel and restaurant underperformed and are ramping up at
a pace that is much slower than anticipated. The recession hurt
the project, with the hotel opening just before the hospitality
sector had its worst decline in more than 40 years, and the
restaurant struggles in an extremely competitive market with fewer
people dining out," S&P said.

"The project previously drew on cash in available reserve
accounts, including the operating reserve and capitalized interest
accounts, to fund operating shortfalls to date. These accounts are
now exhausted or at minimum balances. Under the project waterfall,
the next source of funds is the Village of Lombard support amount,
followed by the first-tier debt service reserve fund. In light of
the funds that we had anticipated the village would provide, we
had projected DSC, including all furniture, fixtures, and
equipment (FF&E) spending, to increase to more than 1.00x by 2015
from 0.88x in 2012," S&P said.

"Without village support, we anticipate that the project will
achieve a DSC of 0.65x in 2012 and continue to operate with
coverage of less than 1x for the foreseeable future. We also have
no reason to anticipate that the Village will make payments under
its pledge in later payment periods. The Series A debt service
reserve fund (DSRF) was funded with $9.575 million cash as of Dec.
30, 2011 (prior to the January 2012 payment). Our base case
scenario predicts the project would default on debt service in
2015 after exhausting the DSRF to fund hotel operating shortfalls
and FF&E funding requirements. We include FF&E funding as a fixed
obligation to maintain the hotel property and meet the maintenance
requirements of Starwood, the hotel operator. Ignoring the FF&E
funding obligations, we still anticipate that the project will
deplete its reserve and default in 2019," S&P said.

"The recovery rating is unchanged at '4', indicating an
expectation of 30% to 50% recovery following default. In our
default and recovery case, we assume no payment from the village,
a reduction in occupancy to a stable rate of 55%, and an increase
in operating costs. Default occurs in 2015, and recovery comes
from the present value of future net hotel revenues after FF&E
funding obligations are paid," S&P said.

Ratings List
Downgraded; Recovery Rating Unchanged
                    To               From
Lombard Public Facilities Corp.
Senior secured     CCC/Negative     B-/Negative
  Recovery rating   4                4


M&T GONZALEZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: M&T Gonzalez Family Ltd.
        3516 West Main
        League City, TX 77573

Bankruptcy Case No.: 12-80004

Chapter 11 Petition Date: January 2, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $2,721,025

Scheduled Liabilities: 2,545,703

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

The petition was signed by Mark Gonzalez, manager of general
partner.


MERCHANTS MORTGAGE: Securities Holders Accept Prepackaged Plan
--------------------------------------------------------------
Merchants Mortgage & Trust Corporation, LLC, filed with the U.S.
Bankruptcy Court for the District of Colorado a Prepackaged
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement on Dec. 23, 2011.

The Plan places holders of the Debtor's securities under three
separate classes.  Under the Plan:

  (a) Holders of the 2012EX Subordinated Debentures, Series
      2012AEX Subordinated Debentures, and the Series 2016
      Subordinated Debentures will exchange their respective
      Debentures for newly issued preferred A Units.  Each
      Debenture will receive one Preferred A Unit for each
      $1,000.00 of Allowed Claim;

  (b) Holders of outstanding preferred units will exchange their
      respective Units for newly issued common A Units.  The
      Existing Preferred Unit Holders will receive one Common A
      Unit for each Existing Preferred Unit; and

  (c) Holders of outstanding common units will exchange their
      respective Existing Common Units for newly issued common B
      Units.

The Debtor proposes to offer 24,400.214 Preferred A Units, 98,833
Common A Units, and 1,029,529 Common B Units.

The Plan was accepted by 60.8% of debenture holders, 58.8% of the
holders of the outstanding preferred units and 66.3% of holders of
outstanding common units.

The Plan was accepted by 69.9% of the total amount of debentures,
holders of 61.7% of the total amount of outstanding preferred
units and holders of 85.3% of the outstanding common units.

The Debtor asks the Court to enter an order setting a combined
hearing on the adequacy of the Debtor's Disclosure Statement and
confirmation of the Debtor's Prepackaged Plan.

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

         http://bankrupt.com/misc/MERCHANTPlanDec.23.pdf

                    About Merchants Mortgage

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.

Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo.
Case No. 11-39455) on Dec. 22, 2011.  The Debtor estimated assets
of $50 million to $100 million and estimated debts of $50 million
to $100 million.  Gary D. Levine signed the petition as president.


MUNICIPAL MORTGAGE: MuniMae Agrees to Buy $20 Million Securities
----------------------------------------------------------------
MuniMae TEI Holdings, LLC, a subsidiary of Municipal Mortgage &
Equity, LLC, entered into a junior subordinated securities
purchase agreement with the holders of junior subordinated
securities due May 3, 2034, issued by MMA Financial Holdings,
Inc., another subsidiary of the Company, under a junior
subordinated indenture dated as of July 31, 2009, between MFH and
Wilmington Trust Company, as Trustee.

Also on Dec. 30, 2011, MFH obtained the consent of the holders of
the Securities to a proposed supplemental indenture to the
Indenture.

Under the terms of the Purchase Agreement and the Consent, the
Purchaser has agreed to purchase from the holders of the
Securities, and the holders have agreed to sell to the Purchaser
$20,000,000 of the $58,420,000 in Securities outstanding under the
Indenture for a cash purchase price of $5,000,000.  The holders
have further agreed to an amendment to the Indenture which will
extend the period during which interest is payable on the
Securities at the reduced rate of 0.75% per annum so that it
extends to February 2014 rather than the current date in February
2012, which significantly reduces the Company's cash outflows over
the next two years.  An amount equal to the interest foregone as a
result of this extension will be added to the principal amount of
Securities outstanding.

For financial reporting purposes, the transaction will have the
following effects.  On the settlement date, the Company will
reduce the carrying value of its debt by the amount of cash paid
to the Securities' holders.  The remaining $15,000,000 reduction
in principal resulting from the discounted purchase, as well as
the $6,723,500 increase in principal resulting from the foregone
interest will be recognized over the remaining life of the
Securities consistent with troubled debt restructurings.  This
will result in an $8,276,500 increase in common shareholder equity
over the remaining life of the Securities.  In addition, because
the reduction in principal from the purchase exceeds the increase
to principal from the foregone interest, the Company will accrue
and pay significantly less interest expense over the remaining
life of the Securities.

After the interest payment date in February 2014, the interest
rate on the Securities will reset to a rate of 9.5% per annum
until May 5, 2014 and (ii) after May 5, 2014 a rate, determined on
each interest payment date for the period ending on the next
interest payment date, which is equal to the greater of (a) 9.5%
per annum or (b) the rate per annum which is equal to 6.00% plus
the U.S. Treasury Rate.

The Securities will remain guaranteed by the Company as before.

It is anticipated that the purchase and sale and the entry into
the supplemental indenture described above will settle prior to
Jan. 31, 2012.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

The Company also reported a net loss of $47.59 million on
$73.87 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $69.65 million on
$80.05 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.93 billion in total assets, $1.22 billion in total liabilities
and $707.23 million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

                         Bankruptcy Warning

The Company's ability to restructure its debt is especially
important with respect to the subordinated debentures.  The
weighted average pay rate on the remaining $196.7 million (unpaid
principal balance) of subordinated debentures was 2.1% at
Sept. 30, 2011.  The Company's pay rates are due to increase in
the first and second quarters of 2012, which will bring the
weighted average pay rate to approximately 8.6%.  The Company does
not currently have the liquidity to meet these increased payments.
In addition, substantially all of the Company's assets are
encumbered, which limits its ability to increase its liquidity by
selling assets or incurring additional indebtedness.  There is
also uncertainty related to the Company's ability to liquidate
non-bond related assets at sufficient amounts to satisfy
associated debt and other obligations and there are a number of
business risks surrounding the Company's bond investing activities
that could impact its ability to generate sufficient cash flow
from the bond portfolio.  These uncertainties could adversely
impact the Company's financial condition or results of operations.
In the event the Company is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
liquidity from the sale of non-bond related assets or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing.


NEBRASKA BOOK: Closes 7 Underperforming Off-Campus Stores
---------------------------------------------------------
NBC Acquisition Corp. and its subsidiaries, including Nebraska
Book Company disclosed plans to close 7 of its off-campus
bookstore locations by filing a Notice of Rejection of Unexpired
Lease with the U.S. Bankruptcy Court for the District of Delaware.
The stores will remain open for the back-to-school rush this
January and will close in mid-to-late February 2012.  The Company
also announced that it obtained an extension from approximately 40
additional off- campus stores to continue evaluation of
performance and negotiation efforts with landlords through April
30, 2012.  The Company's on-campus bookstores are not impacted by
this announcement.

"Over the past couple of months we have been taking a close look
at our off-campus stores to study performance and future
prospects," said Barry Major, the Company's President.  "The
changes in our industry over the last few years have been
especially difficult for our off-campus bookstores and we are
taking this time to ensure that we are making decisions that
improve our bottom line."

After entering the Chapter 11 process, Nebraska Book Company
initiated a comprehensive review of its 138 off-campus bookstore
locations to ensure that each store was beneficial to the future
growth of the Company.  The Company obtained a consensual
extension of the court-ordered deadline to assume or reject real-
property releases from a number of the Company's off-campus
locations to continue reviewing performance through April 30,
2012.  "Our on-campus stores continue to perform well and it is
our plan to expand the Company in this direction. Many schools are
looking to out-source their bookstore operations and we are
excited about growing this area of our business. We currently have
approximately 170 on-campus stores and they continue to excel,"
said Major.

"Closing bookstores is not an easy decision, as our dedicated
employees and campus communities are being affected," continued
Major.  "Nonetheless, we have an obligation to do what is in the
best interest of our Company.  The Chapter 11 process allows us to
initiate store closings as it will improve our overall financial
performance; something that will be good for the company."

"Providing our customers with superior products and services has
been our primary goal from the beginning and we will not waiver,"
said Major.  "Our online business is moving forward and gaining
the momentum we knew it would and our rental business continues to
be more and more popular each semester.  We continue to rollout
technology solutions that are in demand and they have been well
received in the market.  Our company has been around nearly 100
years and in that time has developed a great reputation within the
industry that has been extremely supportive these past few months
as we have moved through this process.  We simply could not have
done this without the understanding of our business partners who
have stood by us during this effort.  They understand this is a
capital structure issue, not a fundamental business issue and we
are truly thankful for their support."

The 7 off-campus stores that will be closed include: GotUsed
Bookstore -- Pittsburgh, PA; The College Store -- Akron, OH;
Spirit Shop -- Lubbock, TX; Traditions Bookstore - Woodstone --
College Station, TX; Chattanooga Books -- Chattanooga, TN; Madison
Textbooks -- Madison, WI; and Florida Book Store Volume III --
Gainesville, FL.

                      About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.  The company's exclusive period for
proposing a plan is set to expire on Jan. 23.


NEXSTAR BROADCASTING: Receives $6.7MM from Sale of Four Points
--------------------------------------------------------------
Nexstar Broadcasting Group, Inc., received a payment of
$6.7 million comprised of management and incentive fees earned for
2011 as well as a termination payment, related to the sale of Four
Points Media Group LLC, by an affiliate of Cerberus Capital
Management, L.P., to Sinclair Broadcast Group, Inc.  Approximately
$4.7 million of the payment will be recognized in Nexstar's fourth
quarter ended Dec. 31, 2011, and the balance of approximately $2.0
will be recognized in the first quarter of 2012 (ending March 31).
Nexstar will use the payment made by Cerberus under the management
services agreement for debt reduction and general corporate
purposes.  The management services agreement with Four Points
terminated effective with the closing of the sale of its stations
to Sinclair on Jan. 3, 2012.

Nexstar Broadcasting Group Chairman, President and Chief Executive
Officer, Perry A. Sook commented, "The Four Points transaction is
the culmination of our efforts on behalf of Cerberus to improve
the market position and operating efficiencies of these stations
and create value for the group.  We are confident that under
Sinclair's management, the markets, viewers and advertisers served
by these stations will benefit from a continued focus on quality
programming and community service.  We believe the positive
outcome from this transaction for Cerberus, Four Points and
Sinclair positions us well to enter into other management services
agreements."

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $1.81 million on $313.35
million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $12.61 million on $251.97 million of
net revenue during the prior year.

The Company reported a net loss of $15.15 million on $220.28
million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $16.08 million on $216.29
million of net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$582.67 million in total assets, $769.64 million in total
liabilities and a $186.96 million total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NORGATE METAL: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: Pierre David Cloutier
                       VP, Ernst & Young, Inc.

Chapter 15 Debtor: Norgate Metal Inc.
                   9200 22nd Avenue
                   Saint-Georges
                   Quebec G5Y-7R6

Chapter 15 Case No.: 12-40016

Type of Business: The debtor is a company based in Canada that
                  Manufactures fabricators, metal fabricators and
                  Steel-plates.

Chapter 15 Petition Date: January 4, 2012

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

Judge: Melvin S. Hoffman

Debtor?s Counsel: Stacey Metro, Esq.
                  DEILY MOONEY & GLASTETTER LLP
                  8 Thurlow Terrace
                  Albany, NY 12203
                  Tel: (518) 436-0344
                  Fax: (518) 436-8273
                  E-mail: smetro@deilylawfirm.com

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

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

The Company did not file a list of creditors together with its
petition.


NORTHCORE TECHNOLOGIES: Completes Acquisition of Discount This
--------------------------------------------------------------
Northcore Technologies Inc. completed the acquisition of the
collected Intellectual Properties commonly known as the "Discount
This Platform".

Northcore now has exclusive rights to all components of the
platform, including proprietary implementations of the Dutch
Auction liquidation process as well as fully integrated social
accelerators.  The elements acquired through the acquisition will
have direct impact on Northcore's intellectual property expansion
initiative and be the subject of a focused partner outreach.

In consideration of this asset acquisition of the purchase price
of approximately C$630,000 will be satisfied by Northcore by way
of issuing 4,500,000 common shares at $0.14 per share, the closing
market price as on Dec. 28, 2011.

"This acquisition is a significant step forward for Northcore,"
said Amit Monga, CEO of Northcore Technologies.  "The evolution of
consumer commerce will be increasingly driven by online social
interactions.  We are now positioned to control several of the
most promising new innovations within the Group Purchase and
Social Commerce domains.  The closure of this transaction sustains
the momentum we achieved through the latter half of 2011.  I
expect this trend to continue to the benefit of all Northcore
stakeholders."

Northcore will be entertaining selected partnerships with
organizations positioned to exploit opportunities in next
generation social commerce.  Interested parties should contact
Northcore at 416-640-0400 or 1-888-287-7467, extension 395 or via
email at GoSocial@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NORTHWESTERN COMMERCIAL: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Northwestern Commercial Investments, LLC
        32825 Northwestern Hwy
        Farmington Hills, MI 48334

Bankruptcy Case No.: 12-40026

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-40026.pdf

The petition was signed by Raad Asmar, principal.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Great Lakes Properties of Fenton, LLC  12-30005   01/03/12


OPEN RANGE: Hires Counsel RB and Heritage Global as Auctioneers
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Open Range Communications Inc., to
hire Counsel RB Capital, LLC, and Heritage Global Partners, Inc.,
as auctioneers and sales agents, nunc pru tunc to Dec. 5, 2011.

The Debtor is seeking approval to hold an auction on Jan. 11 and
Jan. 12, 2012, for the sale of its assets.  In connection with the
auction, the Debtor has entered into the Guaranteed Sale
Agreement, whereby CRB and HGP is engaged to conduct the auction
of the Debtor's assets, subject to court approval.  The principal
terms of the Agreement states:

   a) Auction of Assets: The Auctioneers will conduct the auction
      for assets on Jan. 11 and Jan. 12, 2012.

   b) Assets: The assets include: radio access and network
      equipment packages housed on towers, spare network and
      customer premise equipment inventory, "non-network"
      assets, including, office equipment, furniture, computers
      and other personal property located at the Debtor's
      offices and main warehouse in Colorado and on towers
      and remote storage locations in approximately 12 other
      states.

   c) Excluded Assets: The assets do not include these:
      (i) service vehicles, (ii) leased assets, (iii) cash,
      (iv) accounts receivable, (v) causes of action, (vi)
      any previously disposed of or abandoned assets.

   d) Net Guaranty: The auctioneers will conduct the auction
      and provide a minimum cash guaranty to the Debtor in
      the amount of $1,000,000 payable upon entry of a final
      and non-appealable order of the Court approving this
      application.

   e) Buyer Premium: The auctioneers will charge a standard
      buyer's premium of 15% of the aggregate gross proceeds
      for the sale of an Asset or lot of Assets, payable by
      the buyers of such assets; provided, however, that
      certain buyers shall be obliged to pay: (i) an amount
      equal to 16.5% of the aggregate gross proceeds for
      internet sales since the auctioneers are obligated to
      pay its internet provider or such other third party
      a commission or internet related fee; and (ii) 18%
      of the aggregate gross sale proceeds for credit card
      purchasers (collectively, the "Buyer Premium").  The
      Debtor is not responsible for any unpaid portion of
      the Buyer Premium.

   f) Sales Commission: A sales commission equal to 2.5%
      payable to the Auctioneers for all sale proceeds in
      excess of $1,070,000.

   g) Expense Reimbursement: Reimbursement to the auctioneers of
      actually incurred and reasonable expenses (including,
      without limitation, labor, advertising, travel and lodging,
      digital photography of the assets, print and electronic
      media production, brochure and catalog production, and
      telemarketing) up to $70,000 (the "Auction Expenses").

   h) Indemnification: The auctioneers are entitled to
      indemnification as a result of the Debtor's material
      misrepresentation of the warranties described in Section 14
      of the Agreement as is limited by the terms of the order
      approving the application.

   i) Term: The term of the engagement of the auctioneers shall
      expire on Jan. 31, 2012.

Neither CRB nor HGP (a) has any present connection with Debtor,
Debtor's creditors, or other parties-in-interest or (b) holds or
represents any interest adverse to the estate.  CRB and HGP
professionals thus are disinterested within the meaning of 11
U.S.C. Sec 101(14) of the Bankruptcy Code.

                          About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range listed about $114 million in
assets and $110 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection on Oct. 6, Open Range said it
would shut down and liquidate the network if a buyer couldn't be
found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.


OPTIMUMBANK HOLDINGS: Larry Willis Resigns as Director
------------------------------------------------------
Larry Willis resigned from the Board of Directors of OptimumBank
Holdings, Inc., and its bank subsidiary, OptimumBank, effective
Jan. 1, 2012.  Mr. Willis' decision to resign was not the result
of any disagreement with the Company.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company also reported a net loss of $3.69 million on
$5.06 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.


OSI RESTAURANT: Elizabeth Smith Elected as Board Chairperson
------------------------------------------------------------
The Board of Directors of OSI Restaurant Partners, LLC, elected
Elizabeth A. Smith, the Company's chief executive officer, to the
additional office of Chairperson of the Board of Directors.  This
appointment follows the previously announced resignation of A.
William Allen, III, as a member of the Board of Directors and as
Chairman of the Board of Directors effective Jan. 1, 2012.

                       About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at Sept. 30, 2011, showed $2.32
billion in total assets, $2.37 billion in total liabilities and a
$40.30 million total deficit.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.


PENINSULA HOSPITAL: Richard J. McCord OK'd as Chapter 11 Examiner
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved the appointment of

         Richard J. McCord, Esq., member
         CERTILMAN BALIN & HYMAN, LLP
         90 Merrick Avenue
         East Meadow, NY 11554

as examiner in the Chapter 11 cases of Peninsula Hospital Center,
et al.

Tracy Hope Davis, the U.S. Trustee for Region 2, has consulted
with these parties-in-interest regarding the appointment of the
examiner:

   a. Deborah Piazza, Esq., counsel to the Debtors;
   b. Robert Hirsh, Esq., counsel to the Committee of Unsecured
        Creditors;
   c. John Weiss, Esq., counsel to pre-petition secured creditor
        JP Morgan Chase;
   d. Jonathan Flaxer, Esq., counsel to pre-petition secured
        creditor the New York State Housing Finance Agency;
   e. Suzanne Hepner, Esq., counsel to pre-petition secured
        creditor 1199 SIEU National Benefit Fund for Health and
        Human Service Employees & Peninsula Hospital Center;
   f. Neal S. Mann, Esq., counsel to the New York State Department
        of Health; and
   g. Isaac Nutovic, Esq., counsel to Revival Funding LLC,
        prepetition secured creditor and proposed debtor in
        possession secured lender.

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

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PHILLIPS RENTAL: Taps Bearfield & Assoc. to Probe Causes of Action
------------------------------------------------------------------
Phillips Rental Properties, LLC, in an amended motion, asks the
U.S. Bankruptcy Court for the Eastern District of Tennessee for
permission to employ the law firm of Bearfield & Associates as
special counsel.

The Debtor related that at the first hearing, certain of the
objecting parties noted concerns with what they characterized as
"vagueness" in the types of proposed matters for which special
counsel would be assisting the Chapter 11 Bankruptcy estate.

The Debtor relates that the counsel will investigate other
possible causes of action arising out of contracts and other
business relationships between Debtor and third parties prior to
and leading up to Bankruptcy.

As reported in the Troubled Company Reporter on Dec. 2, 2011,
Bearfield & Associates is not disinterested because it has
represented the Debtor in the past and some creditors of the
Debtor.  However, Law firm is not disqualified for employment as
special counsel by Applicant pursuant to 11 U.S.C.A. Sec. 327(e)
because of its status because, as appears from the Affidavits of
Rick J. Bearfield and Jason B. Shorter, attorneys at Bearfield &
Associates, the law firm does not represent or hold any interest
adverse to the Debtor or its estate with respect to the special
matters upon which such firm is to be employed.

The firm's rates are:

          Personnel               Rates
          ---------               ------
          Rick J. Bearfield        $225
          Jason B. Shorter         $150
          Other Associates       $125-$150
          Paralegals                $85

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


POMPANO CREEK: U.S. Trustee's Dismissal Plea Has Jan. 17 Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Jan. 17, 2012, at 10:30 a.m., to
consider the motion to dismiss or convert the Chapter 11 case of
Pompano Creek Associates, LLC, to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Nov. 30, 2011,
Donald F. Walton, U.S. Trustee for Region 21, requested for the
dismissal or conversion of the Debtor's case because:

   -- the Debtor has failed to file monthly operating reports for
      the months of July, August, and September 2011; and

   -- the case was filed over 10 months ago and the Debtor has not
      yet filed a plan of reorganization.

                About Pompano Creek Associates, LLC

Pompano Creek Associates, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 11-11989) on Jan. 26, 2011, Judge
John K. Olson presiding.  The Debtor disclosed $24,000,000 in
assets and $6,028,539 in liabilities as of the Chapter 11 filing.
The United States Trustee has not appointed a committee of
unsecured creditors.


PRESIDENTIAL REALTY: C. Singley Holds 15% of Class B Shares
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Christopher Singley and his affiliates disclosed that,
as of Dec. 31, 2011, they beneficially own 481,030 shares of Class
B common stock of Presidential Realty Corporation representing 15%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/Npmb4C

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of Sept. 30,
2011, showed $7.73 million in total assets, $3.64 million in total
liabilities and $4.09 million in net assets in liquidation.


PROTEONOMIX INC: UMK-121 Clinical Trial Receives IRB Approval
-------------------------------------------------------------
Proteonomix, Inc., announced that its clinical trial of UMK-121
has received Institutional Review Board approval and is now ready
for the recruitment of patients.

As previously announced, the Company entered into an Agreement to
conduct the clinical trial with the University of Miami.  That
Agreement required the University to pay expenses associated with
the clinical study and The Company was required to assist
financially with the clinical study which the Company has done.

Michael Cohen, President of the Company, stated: "The financing
that was required to complete the Company's obligation with
respect to the Trial was provided Friday, Dec. 23, 2011.  The
Company will work together with the University and the principal
investigators to initiate the clinical study.  The approval of the
IRB was required before the study could go forward.  The
investigators can now accept patients into the study."

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities, and a
$3.43 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


PROTEONOMIX INC: Amends Series A1 and B Preferred Stock Classes
---------------------------------------------------------------
The Series A1 and Series B Preferred Stock classes were amended by
filing with the Delaware Secretary of State's Office Amended
Certificate of Designation, Preferences and Rights of Preferred
Stock of Proteonomix, Inc.  The primary effect of the Amended
Designation is to make the existing Class A1 and Class C
Convertible Preferred Stock conversion rights protected against
dilution in most circumstances, including reverse splits in the
common stock.

On Dec. 29, 2011, Proteonomix, Inc., created a new class of
securities, the Class D Preferred Stock which was accomplished by
filing with the Delaware Secretary of State's Office a Certificate
of Designation, Preferences and Rights of Class D Preferred Stock
of Proteonomix, Inc.  The primary terms of the Class D Preferred
is that in addition to preferences upon liquidation, the Class D
is convertible at a ratio 10 common shares to 1 converted Class D
Preferred share of the Company.  The conversion may be made for a
period of one year from date of issuance.  In addition, the Class
D conversion rights are protected against dilution in most
circumstances, including reverse splits in the common stock.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$973,532 on $18,994 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss applicable to common
shares of $2.32 million on $68,972 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
million in total assets, $6.93 million in total liabilities,
and a $3.55 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


QUANTUM I-10: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Quantum I-10 Partners, Ltd.
        dba Holiday Inn Express
        16033 Champion Dr.
        Spring, TX 77379

Bankruptcy Case No.: 12-30101

Chapter 11 Petition Date: January 2, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Aroon Patel, managing member of Quantum
Hospitality, LLC, Debtor's general partner.


R.E. LOANS: Taps Latham & Watkins LLP as Special Counsel
--------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas, for permission to retain Latham &
Watkins LLP as special counsel in real estate matters, nunc pro
tunc to Nov. 16, 2011.

The Debtors wish to employ Latham as special counsel because of
Latham's extensive experience in real estate and land use matters,
and its expertise in the specialized local, California and federal
environmental, water rights and development regulations applicable
to new master planned communities.

Latham will provide advice to and represent the Debtors, as
requested by the Debtors, in connection with specific real estate
development and land use matters regarding the Debtors' loan and
foreclosure proceedings against the Rancho Las Flores property in
San Bernardino County, California (including providing such advice
concerning the bankruptcy and state court litigation arising
therefrom), and such other matters as may be requested by the
Debtors and agreed to by Latham.

During the period prior to the Petition Date, Latham received
compensation in the aggregate amount of $8,144.92 from R.E. Loans
for prepetition services rendered to R.E. Loans.  The payments to
Latham by R.E. Loans during the 12 months immediately prior the
Petition Date were made in the ordinary course of
business of R.E. Loans and Latham for services provided by Latham.
The Debtors do not owe Latham any amounts relating to services
rendered prior to the Petition Date.

Compensation will be payable to Latham on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by the Firm.  Currently, Latham's billing rates
applicable to this matter will range from $295 per hour to $1,210
per hour, depending upon the seniority and expertise of the
attorney involved.

The billing rates applicable to and negotiated for this matter of
the lead Partner, Christopher W. Garrett, and the lead
Associate, Jeffrey P. Carlin, are currently $810 and $600 per
hour, respectively. Paralegal and other, non-attorney professional
time will be billed at rates from $95 per hour to $575 per hour.
The billing rate applicable to and negotiated for this matter of
Project Analyst Cliff Williams is currently $350 per hour.

In addition, Latham will receive a $30,000 refundable general
retainer paid by the Debtors for services to be rendered and
expenses to be incurred in connection with the Debtors'
real estate and land use matters (including providing such advice
concerning the bankruptcy and state court litigation arising
therefrom) during the course of the bankruptcy proceedings.

Christopher W. Garrett, a partner of Latham and a member of
Latham's Environment, Land, and Resources department, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  The
Debtors tapped Alixpartners, LLP as noticing agent.  R.E. Loans
disclosed $713,622,015 in assets and $886,002,786 in liabilities
as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REAL MEX: Debtor & Lenders Oppose Lawsuit by Creditors' Panel
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee for Real Mex Restaurants Inc.
will face united opposition at a Jan. 10 hearing from the
restaurant operator, first-lien lenders and second-lien lenders
when the creditors' panel seeks permission to sue secured
creditors to establish defects in their collateral packages.

According to the report, Real Mex says that the cost of litigation
by the committee will eat up more than unsecured creditors stand
to recover in the Chapter 11 case, where secured debt exceeds the
value of the business.  Real Mex's business is scheduled to be
sold at auction on Jan. 26.

The Debtor, the report notes, noted that the lenders agree some
assets are not part of their collateral.  They acknowledge that
they must bid some cash for those assets, even if they purchase
the bulk of the business in exchange for secured debt, Real Mex
said.  The cash will be sopped up by liens given to finance the
Chapter 11 case, the company said.

Mr. Rochelle notes that permission to sue is also opposed by some
of the second-lien lenders, which characterized the committee as
conjuring "every conceivable roadblock to a sale in an effort to
leverage a recovery by unsecured creditors that they are not
otherwise entitled to receive."  The first-lien noteholders are
also opposed to allowing a lawsuit in advance of the auction.

                    About Real Mex Restaurants

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP and Cole, Schotz, Meisel, Forman & Leonard P.A. as
bankruptcy counsel.


REDDY ICE: Common Stock Begins Trading on OTCQB Marketplace
-----------------------------------------------------------
Trading of Reddy Ice Holdings, Inc.'s common stock on NYSE was
discontinued as of Dec. 28, 2011. Effective Dec. 29, 2011, the
Company's stock was quoted on the OTCQB Marketplace under the
symbol "RDDY".  The OTCQB is a market tier for over-the-counter-
traded companies that are registered and reporting with the
Securities and Exchange Commission.

The transition of the Company's common stock to the OTCQB is not
expected to change, affect or impact:

   -- The Company's obligation to file periodic and other reports
      with the SEC under applicable federal securities laws; or

   -- The Company's shareholder's ability to trade the Company's
      common stock on the OTCQB.

                          About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.

The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REDDY ICE: Alan Bernon Discloses 10.5% equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Alan J. Bernon disclosed that, as of Dec. 27,
2011, he beneficially owns 2,450,000 shares of common stock of
Reddy Ice Holdings, Inc., representing 10.5% of the shares
outstanding.  As reported by the TCR on Nov. 23, 2011, Mr. Bernon
disclosed beneficial ownership of 1,400,000 shares of common stock
or 6% equity stake.   A full-text copy of the amended filing is
available at http://is.gd/jDX46I

                          About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.

The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


ROOMSTORE INC: Liquidators Guarantee 81.25% Cost of Goods
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RoomStore Inc. was given approval to hire liquidators
to run going-out-of-business sales at 18 locations.  On Jan. 5,
the bankruptcy judge also gave final approval for a $14 million
revolving credit being provided by Wells Fargo Bank NA, the
current lender owed $4.3 million.  The company will self-liquidate
seven stores, according to records in U.S. Bankruptcy Court in
Richmond, Virginia.  The liquidators guarantee RoomStore will
recover 81.25 percent of the cost of inventory. In addition, the
liquidators will pay RoomStore $350,000, in part as the company's
share of additional merchandise to be sold during the GOB sales.
The liquidators include Hilco Merchant Resources LLC, SB Capital
Group LLC, and Tiger Capital Group LLC.

                      About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila deLa Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


SEARS HOLDINGS: S&P Lowers Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hoffman Estates, Ill.-based Sears Holdings Corp. to
'CCC+' from 'B'. "We removed the rating from CreditWatch, where we
had placed it with negative implications on Dec. 28, 2011. We are
also lowering the short-term and commercial paper rating to 'C'
from 'B-2'. The rating outlook is negative," S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

"We now expect EBITDA in fiscal 2011 (ending Jan. 31, 2012) to be
about $300 million compared with $1.3 billion in fiscal 2010,
based on the negative mid-single-digit same-store sales at both
Sears and Kmart for the eight-week period ended Dec. 25, 2011. As
a result of the steep decline in cash flow, we expect total debt
to EBITDA to climb to about 11x and interest coverage to dwindle
to 1.2x in fiscal 2011, compared with 4.8x and 2.6x a year ago,
respectively. Free cash flow will be negative in fiscal 2011,
given about $400 million in capital expenditures and required
pension contributions. Sears also repurchased $163 million in
shares for the nine months ended Oct. 29, 2011. Overall, given
these factors, we view Sears' financial risk profile as 'highly
leveraged' (based on our criteria)," S&P said.

"The outlook is negative. We could lower the rating if we believe
Sears' liquidity will become further constrained if the revolver
usage is faster than we expect. This could come from an
acceleration of Sears' operating decline or increasing working
capital usage. Although unlikely in the next year, we could
take a positive rating action if the company can turn its
operating performance around and achieve sustainable sales growth
and improve profitability," S&P said.


SECURITY NATIONAL: Morris Nichols OK'd as Gen. Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Security National Properties Funding III, LLC, et al., to employ
Morris, Nichols, Arsht & Tunnell LLP as general bankruptcy
counsel.

As reported in the Troubled Company Reporter on Nov. 23, 2011, the
Debtors related that prior to the commencement of these chapter 11
cases, they retained Morris Nichols to provide legal advice to the
Debtors in connection with the Debtors' restructuring efforts and,
as necessary, preparation of documents related to, and
representation in, any reorganization cases filed under chapter 11
of the Bankruptcy Code.

Prepetition, the Debtors made payments to Morris Nichols totaling
$150,000 in connection with advice and services regarding
financial restructuring, including, inter alia, the preparation
and filing of these chapter 11 cases.  Of the prepetition amounts
received by Morris Nichols, Morris Nichols applied approximately
$29,694 as payment for services rendered and expenses incurred up
to the Petition Date.  Accordingly, Morris Nichols holds a balance
of $120,305 as an advance payment for services to be rendered and
expenses to be incurred in connection with its representation of
the Debtors.

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

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.  The Debtor estimated up
to $50 million in assets and up to $500 million in debts.


SECURITY NATIONAL: Hearing on Schedules Filing Set for Jan. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the will convene a hearing on
Jan. 12, 2012, at 2:00 p.m., to consider Security National
Properties Funding III, LLC's second motion to extend deadline to
file schedules or provide required information.

As reported in the Troubled Company Reporter on Nov. 1, 2011, in
its motion, the Debtor said that the extension will enable its
staff has to compile and review a volume of material filed by more
than a thousand creditors.

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.  The Debtor estimated up
to $50 million in assets and up to $500 million in debts.


SOL LLC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Sol, LLC
        30 Bellona Arsenal Rd.
        Midlothian, VA 23113

Bankruptcy Case No.: 12-30009

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Ronald Allen Page, Jr., Esq.
                  RONALD PAGE, PLC
                  4860 Cox Road, Suite #200
                  Glen Allen, VA 23060
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-30009.pdf

The petition was signed by Leroy L. Anderson, III, manager.


STERLING INFOSYSTEMS: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Sterling
Infosystems, Inc.'s proposed $180 million senior secured credit
facilities. Proceeds from the transaction will help finance a
strategic acquisition and refinance existing credit facilities.
Moody's also assigned a B2 Corporate Family Rating and B3
Probability of Default Rating. The assigned ratings are subject to
Moody's review of the final terms and conditions of the proposed
transaction expected to close in the first quarter of 2012. The
rating outlook is stable.

Assignments:

   Issuer: Sterling Infosystems, Inc.

   -- Corporate Family Rating, Assigned B2

   -- Probability of Default Rating, Assigned B3

   -- $20 million Senior Secured Revolving Credit Facility due
      2017, Assigned B2 LGD3 32%

   -- $160 million Senior Secured Term Loan due 2018, Assigned B2
      LGD3 32%

   -- Outlook, Stable

RATINGS RATIONALE

Sterling has entered into a definitive agreement to acquire Acxiom
Information Security Services from Acxiom Corporation (Ba2,
stable) for $74 million. The transaction is expected to be funded
with a portion of the proceeds from a new $160 million senior
secured term loan and a modest draw on a new $20 million senior
secured revolving credit facility. The remaining funds will be
used to refinance existing credit facilities and pay transaction-
related fees and expenses.

The B2 CFR is constrained by high financial leverage, small scale,
narrow product focus, and an acquisitive financial philosophy.
Moody's estimates initial leverage in the mid 4 times Debt/EBITDA
range excluding the benefit of operating synergies from recent
acquisitions, which, assuming management is able to meet its
targets, reduces leverage to the mid 3 times range on a pro forma
basis. Moody's does not expect meaningful near-term improvement in
employment conditions, which limits organic growth potential, but
Sterling stands to benefit from its market position and diverse
customer base as employment measures return towards historical
levels over a longer horizon. The rating also favorably considers
the company's flexible cost structure, track record of integrating
acquired businesses, and a significant component of sponsor and
management equity in the proposed transaction.

Moody's expects free cash flow generation should provide adequate
coverage for the $1.6 million required for annual term loan
amortization and any acquisition earn-out payments. A $20 million
revolving credit facility will provide additional liquidity
support. Moody's expects a modest draw on the revolver at closing,
but Moody's does not expect Sterling will rely on revolving credit
to fund its operating needs over the next year. Moody's expects
the credit agreement to contain flexibility to pursue debt-
financed acquisitions within its financial maintenance covenants,
which could include the use of revolving credit. Moody's expects
the covenants will be set at customary levels and that the company
will maintain a good cushion of compliance over the near-term.

The stable rating outlook anticipates that the company will
successfully integrate recently acquired businesses, achieve
meaningful cost synergies, and reduce leverage towards 3.5 times
by the end of 2012. The outlook further assumes that Sterling will
be able to fund integration expenses and debt payments with free
cash flow, and will maintain an adequate liquidity position.

Moody's could take a positive action if Sterling increases its
EBITDA generation, expands its free cash flow cushion, and
improves its liquidity position. Given the scale and acquisitive
strategy, specific metrics required for an upgrade include
financial leverage approaching 3 times and free cash flow in
excess of 10% of debt. Conversely, Moody's could take a negative
action if Moody's expected financial leverage above 5 times,
minimal free cash flow, or a substantive deterioration in
Sterling's liquidity position.

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

Sterling Infosystems, Inc. provides pre and post-employment
verification services including criminal background checks, prior
employment, and other screening services. Sterling is privately
held with approximately $180 million of pro forma annual revenue.


STERLING INFOSYSTEMS: S&P Assigns Prelim. B Corporate Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to New York City-based Sterling
Infosystems Inc. The outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating to the company's proposed senior secured credit facilities,
which consist of a $160 million first-lien term loan due 2018 and
a $20 million revolving credit facility due 2017. The preliminary
recovery rating is '3', which indicates our expectation for
lenders to receive meaningful (50% to 70%) recovery in the
event of a payment default," S&P said.

"The speculative-grade ratings on Sterling reflect Standard &
Poor's business risk profile assessment of 'vulnerable' and
financial risk profile assessment of 'aggressive,' as our criteria
define the terms. Pro forma for the proposed acquisition of
Acxiom, we calculate the ratio of adjusted total debt to EBITDA
at 4.5x, EBITDA coverage of interest at 3.1x, and funds from
operations (FFO) to total debt in the low double-digits. We
forecast the ratio of adjusted total debt to EBITDA will decline
to below 4x, EBITDA coverage of interest will increase to the
high-3x area, and FFO to total debt will increase to the mid-teens
by fiscal year end 2012. This improvement will likely occur from
profit growth as opposed to debt reduction. These credit ratios
are consistent with an aggressive financial risk profile. We have
also factored into our financial risk assessment our view that the
company has an aggressive financial policy: it has grown through
acquisitions and we expect this to continue," S&P said.

"Our business risk assessment incorporates our analysis that the
company has a narrow focus in a highly fragmented industry with
intense pricing pressure, low customer switching costs, and
vulnerability to economic cycles. The company's diverse customer
base only partly offset these business risk factors," S&P said.

Sterling intends to acquire Acxiom Information Security Services,
a division of Acxiom Corp., for about $74 million. According to
Sterling's management, this merger will create the second-largest
employment and background screening company worldwide. This
acquisition provides Sterling with access to an additional 3,000
customers.

"Acquisitions will likely remain a priority over debt reduction or
dividends for the foreseeable future," said Standard & Poor's
credit analyst Linda Phelps. "We believe meaningful credit ratio
improvement would only be temporary, given the company's
aggressive growth strategy and the involvement of a financial
sponsor in the company's ownership structure."


TARGA RESOURCE: Moody's Lifts Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating for
Targa Resources Partners LP (Targa) to Ba2 from Ba3. In addition,
Moody's upgraded the senior unsecured note rating to Ba3 from B1.
The outlook is stable.

RATINGS RATIONALE

"The upgrade in the CFR reflects the progress Targa has made in
bringing down its leverage now that the asset drop down program
has been completed," said Stuart Miller, Moody's Senior Analyst.
"As the partnership continues to invest in fee generating
businesses such as NGL fractionation services, its cash flow is
becoming more durable resulting in an improving business profile."

Targa's gathering and processing business has had mixed results on
a system by system basis despite strong tailwinds provided by
relatively high oil and NGL prices and very low natural gas
prices. While some of Targa's systems have enjoyed an increase in
regional drilling activity, others have experienced a decline in
throughput volumes. However, Targa has benefited significantly
from its investments in NGL transportation, fractionation, and
distribution services. These businesses are well-positioned to
take advantage of the trend by oil and gas producers to drill for
"wet gas", or natural gas liquids-rich, production. The industry-
wide ramp in NGL production has led to high demand for Targa's
fractionation and marketing and distribution capabilities.

Over the last two years, Targa's EBITDA growth has out-paced its
debt incurrence. As a result, leverage has declined, and as of
September 30, 2011, the ratio of debt to EBITDA (with Moody's
standard adjustments) stood at 3.3x. Including the debt at Targa
Resources Corp. leverage is marginally higher at 3.4x. Despite an
aggressive capital program in 2012, Moody's projections suggest
that this level of leverage is sustainable, which is one of the
primary drivers to the rating upgrade.

The credit rating remains constrained by the commodity price risk
that is inherent in Targa's gas processing contracts and the
volume risk associated with production decline rates and drilling
activity levels. Roughly 75% of Targa's operating income is
directly exposed to commodity price volatility, although much of
the near term risk has been hedged with natural gas, crude oil,
and direct product hedges. The ratings also remain constrained by
the master limited partnership organizational structure. Like many
midstream master limited partnerships, Targa has substantial
negative free cash flow because of significant growth capital
expenditures and a high distribution payout level, both of which
increase credit risk and reliance on external capital sources.
Periodically, Targa has issued equity to finance a portion of its
growth capital expenditures; a continuation of this practice will
be an important factor to support the current credit ratings.

To satisfy its short term liquidity needs, Targa relies on its
$1,100 million senior secured revolving credit facility. The
credit facility matures in July 2015 and current availability is
about $475 million. The issuance of debt or equity is likely in
2012 to maintain liquidity at acceptable levels given Moody's
expectation that there will be a significant out-spending of
internally generated cash flow in 2012.

To be considered for any additional positive rating actions, Targa
would need to show a commitment to maintaining leverage below 3.5x
along with a significant improvement in the proportion of its
operating income being generated from fee-based arrangements.
Alternatively, a negative action could result if leverage is
maintained over 4.0x while a high percentage of operating income
is derived from less durable, non-fee based businesses.

The principal methodology used in rating Targa Resource Partners
LP was the Global Midstream Energy rating methodology published in
November 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Targa Resource Partners LP is a mid-sized midstream master limited
partnership headquartered in Houston, Texas.


THERMOENERGY CORP: Amends Warrant Agreements with 21 Investors
--------------------------------------------------------------
ThermoEnergy Corporation, on Dec. 30, 2011, entered into separate
Warrant Amendment Agreements with 21 individuals and entities who
had, on that date, acquired from five funds affiliated with
Security Investors, LLC, warrants for the purchase of an aggregate
of 27,700,000 shares of the Company's Common Stock:

Pursuant to the Agreements, the Company agreed to amend the
Warrants to change the exercise prices of the Warrants from $0.30
per share to $0.095 per share and the Investors agreed to exercise
all of the Warrants immediately for cash.

The shares of the Company's Common Stock issuable upon exercise of
the Warrants have been registered for re-sale to the public
pursuant to an effective registration statement on Form S-1 filed
under the Securities Act of 1933.  In the Warrant Amendment
Agreement, the Company agreed to prepare and file with the
Securities and Exchange Commission an amendment or supplement to
the prospectus constituting part of the Registration Statement to
identify the Investors as selling stockholder of those shares.
The Company also agreed to prepare and file with the Commission
any amendments to the Registration Statement and supplements to
the Prospectus as may be necessary to keep the Registration
Statement continuously effective and in compliance with the
provisions of the Securities Act applicable thereto so as to
permit the Prospectus to be current and useable by the Investors
for re-sales of such shares until such date as all shares covered
by the Registration Statement have been sold.

Also on Dec. 30, 2011, pursuant to the Warrant Amendment
Agreements, John Blum, Michael Brodherson, Scott E. Douglass, et
al., exercised the Warrants for the purchase of an aggregate of
27,700,000 shares of the Company's Common Stock at an exercise
price, in cash, of $0.095 per share.

Each Investor has represented that he or it is an "accredited
investor" as that term is defined in Rule 501 of Regulation D and
that he or it was acquiring his or its Warrant and would acquire
the shares of the Company's Common Stock issued upon exercise of
that Warrant for investment for his or its own account and not
with a plan or present intention to distribute those shares.

The shares of the Company's Common Stock were issued to the
Investors in a transaction not involving a public offering and
without registration under the Securities Act in reliance on the
exemption from registration provided by Section 4(2) of such Act.
For its services in connection with this transaction, the Company
paid Dawson James Securities, Inc., a registered broker-dealer, a
fee of $184,205.

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.


TOTAL SAFETY: Moody's Says 'B2' Unaffected by Sale to W3
--------------------------------------------------------
Moody's Investors Service said that W3 Holdings, Inc.'s
acquisition of safety services provider Z-Safety Services does not
immediately impact Total Safety's B2 Corporate Family Rating and
stable rating outlook.

For more information, please refer to the Issuer Comment posted on
moodys.com.

W3 Holdings, Inc. is a holding company controlling Total Safety
U.S., Inc., a global provider of integrated safety services and
products. The company offers integrated solutions incorporating
equipment rentals and sales, turnaround safety support,
respiratory services, gas detection services and systems, rescue
services, safety training, industrial hygiene, fire services,
communications systems, and engineered system design both in
upstream and downstream markets. Total Safety is privately held by
Warburg Pincus.


TTC PLAZA: Court OKs Vista Brokerage as Real Estate Agent
---------------------------------------------------------
TTC Plaza L.P. sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Dennis N. Johnson of Vista Brokerage Services, Inc., as real
estate agent of the estate in the Chapter 11 proceeding and to pay
his commission at the closing of the sale of the property.

Upon retention, the firm will, among other things:

   a. determine the market value of the property,
   b. list the property for sale, and
   c. market the property.

Mr. Johnson will be compensated at the closing of the sale in an
amount equal up to 4% of the sale price.

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

                      About TTC Plaza L.P.

TTC Plaza L.P. filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-38381) on Oct. 3, 2011, before Judge Marvin Isgur.
Jack Nicholas Fuerst, Esq., in Houston, Texas, represents the
Debtor.  The Debtor scheduled assets of $12,016,768 and
liabilities of $5,312,263. The petition was signed by William Wu,
managing partner.


UTSTARCOM INC: Tianruo Pu Appointed Fifth Independent Director
--------------------------------------------------------------
UTStarcom Holdings Corp. announced the appointment of Mr. Tianruo
(Robert) Pu as an independent director to UTStarcom's board of
directors, effective Nov. 17, 2011.

With his appointment, UTStarcom's board of directors will consist
of eight directors, including five independent directors.  Mr. Pu
will also serve on the Company's audit committee, increasing the
number of audit committee members to four from three.

Mr. Pu is currently the chief financial officer of China Nuokang
Bio-Pharmaceutical Inc. and has served in this role since
September 2008.  He successfully led Nuokang Biopharma's IPO
process and has been responsible for its M&A and corporate growth
strategy.  Prior to joining Nuokang Biopharma, Mr. Pu was the
chief financial officer of Global Data Solutions, a Chinese
information technology services outsourcing company, which he
joined in June 2006.  From September 2000 to May 2006, he worked
as a management consultant with Accenture, CSC Consulting Group
and Mitchell Madison Consulting Group.  He also worked as an
auditor at Bernstein Brown CPAs from June 1994 to May 1997.  Mr.
Pu received an MBA from Northwestern University Kellogg School of
Management in 2000, a Master of Science degree in accounting from
the University of Illinois, College of Business Administration in
1995, and a Bachelor of Arts degree in English from China Foreign
Affairs College in 1992.

"We are pleased to have Mr. Pu join our board of directors," said
Thomas J. Toy, chairman of the board of directors of UTStarcom.
"As the CFO of a U.S.-listed company, Robert brings to the board
valuable experience in accounting, corporate finance, mergers and
acquisitions, and technology.  We believe that Mr. Pu's
appointment will further enhance our audit committee, our board
and the Company."

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on
$291.53 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $225.70 million on $386.34 million of
net sales during the prior year.

The Company reported net income of $8.31 million on $237.11
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $42.10 million on $215.40 million of
net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$641.32 million in total assets, $375.41 million in total
liabilities, and $265.92 million in total equity.


UTSTARCOM INC: Jack Lu Appointed as Board Chairman
--------------------------------------------------
UTStarcom Holdings Corp. announced that on Dec. 22, 2011, the
Company's board of directors appointed Mr. Jack Lu, chief
executive officer of UTStarcom, as chairman of the Board,
effective March 31, 2012.  Mr. Lu will succeed Mr. Thomas Toy, who
has resigned as a member and chairman of the Board, effective
March 31, 2012.  Mr. Toy will remain with the Company in an
advisory role for a period of six months following the effective
date of his resignation.

"I want to thank Tom for his important contributions to
UTStarcom," said Mr. Lu.  "Tom has been a trusted partner and a
dedicated and valued Board member.  I am very pleased that as an
advisor, the Company will continue to benefit from Tom's global
vision and experience.  Moreover, the three months we will have
before the formal change will allow for a seamless transition, and
reflects the importance we place on long-term planning, good
governance and transparency."

The Board also appointed Mr. Xiaoping Li, an independent director
of UTStarcom, as its lead director, and Mr. Tianruo (Robert) Pu,
an independent director of UTStarcom, as its chairman of audit
committee effective March 31, 2012, to replace Mr. Thomas Toy on
both roles.

Additionally, on Dec. 22, 2011, Director William Wong tendered his
resignation as a member of the Board, effective Dec. 31, 2011.
Mr. Wong commented, "My departure will allow the Company to
appoint an additional independent director to further strengthen
the Company."  As a result of the changes, the Company's Board
will consist of seven directors, including five independent
directors, with one vacancy.


VENTURE COMMUNICATIONS: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Venture Communications I, Inc.
        P.O. Box 12096
        Lubbock, TX 79452

Bankruptcy Case No.: 12-50006

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: R. Byrn Bass, Jr., Esq.
                  Compass Bank Building
                  4716 4th St., Suite 100
                  Lubbock, TX 79416
                  Tel: (806) 785-1250
                  Fax: (806) 771-1260
                  E-mail: bbass@bbasslaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-50006.pdf

The petition was signed by Douglas Eric Burch, president/CEO.


VILLAGE OF OVERLAND: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Village of Overland Pointe, LLC
        9423 Nall Avenue
        Overland Park, KS 66207

Bankruptcy Case No.: 12-20009

Chapter 11 Petition Date: January 3, 2012

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX PA
                  7225 Renner Road Ste 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  E-mail: jbs@evans-mullinix.com

Scheduled Assets: $6,030,829

Scheduled Liabilities: $5,809,669

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb12-20009.pdf

The petition was signed by L. Gray Turner, member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Terra Bentley II, LLC                  09-23107   09/18/09


VILLAGE SHOPS: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Village Shops at Cedar Grove, LLC
        P.O. Box 958193
        Duluth, GA 30095

Bankruptcy Case No.: 12-50253

Chapter 11 Petition Date: January 3, 2012

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

Judge: Robert Brizendine

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-50253.pdf

The petition was signed by James C. Mynatt, Jr., managing member.


VIRTUALSCOPICS INC: Gets Nasdaq Minimum Bid Price Notice
--------------------------------------------------------
VirtualScopics, Inc. received a notice from the NASDAQ Stock
Market indicating that the Company's minimum bid price has fallen
below $1.00 for 30 consecutive business days.  NASDAQ Marketplace
Rule 5550(a)(2)requires a $1.00 minimum bid price for continued
listing of an issuer's common stock.

In accordance with section 5810(c)(3)(A) of the NASDAQ Marketplace
Rules, the Company has until July 2, 2012 to regain compliance.
The company can regain compliance with the minimum bid price rule
if the bid price of its common stock closes at $1.00 or higher for
a minimum of 10 consecutive business days during the 180-day
period, although the NASDAQ Stock Market may, in its discretion,
require the Company to maintain a bid price of at least $1.00 per
share for a period in excess of ten consecutive business days
before determining that it has demonstrated the ability to
maintain long-term compliance.

Additionally, if compliance with this Rule cannot be demonstrated
by July 2, 2012, NASDAQ will determine whether the Company meets
the NASDAQ Capital Market initial listing criteria except for the
bid price requirement.  If the Company meets the initial listing
criteria, NASDAQ will notify the Company that it has been granted
an additional 180 calendar day compliance period.  If the company
is not eligible for an additional compliance period, NASDAQ will
notify the Company that its common stock will be delisted.  At
that time, the Company may appeal this determination to delist its
securities to a Listing Qualification Panel.

The Company is actively pursuing a number of initiatives to bring
the Company into compliance with the minimum share price
requirement.

                       About VirtualScopics, Inc.

VirtualScopics, Inc. -- http://www.virtualscopics.com/-- is a
leading provider of imaging solutions to accelerate drug and
medical device development.  VirtualScopics has developed a robust
software platform for analysis and modeling of both structural and
functional medical images.  In combination with VirtualScopics'
industry-leading experience and expertise in advanced imaging
biomarker measurement, this platform provides a uniquely clear
window into the biological activity of drugs and devices in
clinical trial patients, allowing sponsors to make better
decisions faster.


WJO INC: Court OKs Patrick Yun as Financial Adviser
---------------------------------------------------
WJO Inc. sought and obtained permission from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania permission to
employ Patrick Yun as financial adviser.

Upon retention, the firm will, among other things render these
services:

   (a) financial reporting;
   (b) cash flow analysis;
   (c) cash management;
   (d) budgeting;
   (e) ongoing valuation analysis; and
   (f) banking relationship which includes reports and analysis.

From March 2009 through October 2011 Patrick Yun was employed by
the Debtor as its Chief Financial Officer.

Mr. Yun will be compensated to be such amount as this Court may
allow upon application presented in accordance with the Bankruptcy
Code.

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

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WESTMORELAND COAL: Jeffrey Gendell Discloses 22.2% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that, as of Jan. 4, 2012, they beneficially own
3,064,826 shares of common stock of Westmoreland Coal Company
representing 22.2% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/7udSOo

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company also reported a net loss of $25.07 million on
$372.35 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $621,000 on $378.15 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $768.96
million in total assets, $286.46 million in total debt, and a
$174.36 million total deficit.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WINDRUSH SCHOOL: Wells Fargo Cash Collateral Access Ends Jan. 15
----------------------------------------------------------------
The Hon. William J. Lafferty, III of the U.S. Bankruptcy Court for
the Northern District of California, in a fourth interim order,
authorized Windrush School to continue using funds:

   -- held in the operating accounts, in the ordinary course of
   business; and

   -- received as payments under the tuition contracts, in the
   ordinary course of business.

Wells Fargo Bank N.A., as indenture trustee has consented to the
use of the cash collateral until Jan. 15, 2012.

                       About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor estimated assets
and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee under an
Indenture between California Statewide Communities Development
Authority dated as of July 1, 2017, pertaining to $13,000,000 of
revenue bonds issued by the Authority.


WOONSOCKET CITY: Moody's Reviews 'Ba1' Tax Rating for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed the City of Woonsocket's (RI)
Ba1 general obligation unlimited tax rating on review for possible
downgrade, affecting approximately $205 million of outstanding
rated debt. The review was prompted by an announcement in late
December of 2011 that the city's school operations have generated
a deficit in fiscal 2011. While the city has undertaken meaningful
steps to eliminate its accumulated deficit and stabilize its
financial position through the issuance of deficit bonds, various
expenditure cuts and large levy increases, continued deficits in
school operations has put Woonsocket's finances under considerable
pressure. In addition, the city continues to underfund its local
pension plan.

Our review will incorporate the release of the 2011 audit and
focus on an evaluation of the city's financial and liquidity
position, its deficit reduction strategy, and possible
intervention by the state.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
Ocotber 2009.


Z TRIM HOLDINGS: Agrees to $500,000 Credit Line with ANP
--------------------------------------------------------
Z Trim Holdings, Inc., on Oct. 17, 2011, entered into a Custom
Processing Agreement with AVEKA Nutra Processing, LLC, part of the
Aveka Group, in order to provide the Company with a partner for
future manufacturing initiatives.

The Agreement provides that ANP will perform certain services
related to the Company's dietary fiber product, including
manufacturing, processing, packaging and storage/warehousing for
an initial term of three years.  The Agreement automatically
renews at the end of the initial term for an additional two year
term unless either party provides written notice to the other
within the specified time frame.  Production pursuant to the
Agreement is anticipated to begin no later than June 30, 2012.
Once production commences, the Agreement provides for minimum
production volumes of 40,000 lbs per month and average volumes of
100,000 lbs. per month with the ability to increase future
production volume to potentially as much as 1,000,000 lbs. per
month.  However, due to factors, including potential start-up
problems, changes in customer demand, inability of parties to
perform their obligations and factors outside the Company's
control, the Company cannot assure that production will begin as
anticipated or that it will achieve these levels.

In addition, the Company has agreed to make available to ANP a
$500,000 line of credit at an interest rate of 5.5%.  The line of
credit is only permitted to be used by ANP for operating costs
which excludes capital expenditures of equipment in excess of
$5,000.  ANP may not drawn down on the line of credit more than
$75,000 in any given thirty day period.  The loan is to be paid
back to the Company in the form of discounts on production pricing
commencing either two years after the first draw by ANP on the
line of credit or the first month after the Company has ordered
80,000 lbs. of product for three consecutive months, whichever
shall occur first.  All of ANP's obligations under the line of
credit, as well as the Agreement, are specifically guaranteed by
its parent company, Aveka Inc.

A full-text copy of the Custom Processing Agreement is available
for free at http://is.gd/BVqyOp

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* Taxes on Late Returns Aren't Discharged in Bankruptcy
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that state taxes owing on late-filed tax returns aren't
discharged in bankruptcy, the U.S. Court of Appeals in New Orleans
ruled on Jan. 4 in a case interpreting a 2005 amendment to Section
523(a) of the Bankruptcy Code.  Circuit Judge Carolyn D. King,
writing for the panel of three judges, said that the definition of
"return" added to Section 523(a) in 2005 means that taxes owing
under late-filed returns don't qualify for discharge.  Judge King
agreed with lower courts interpreting the amendment. No other
circuit court has addressed the question.

The bankrupt relied on a pre-amendment case from the U.S. Court of
Appeals in Cincinnati named U.S. v. Hindenlang.  Judge King said
the case only applied to federal, not state taxes.  Moreover, the
2005 amendment clarified and changed the law.  The case is McCoy
v. Mississippi State Tax Commission (In re McCoy), 11-60146, U.S.
Court of Appeals for the Fifth Circuit (New Orleans).


* Missed Payments Led Global Corporate Defaults in 2011
-------------------------------------------------------
Global corporate defaults totaled 53 in 2011, roughly two-thirds
of the default total in 2010, according to an article published
Jan. 5 by Standard & Poor's Global Fixed Income Research, titled

"Missed Payments Dominated Global Corporate Defaults In 2011."
"On a regional basis, 39 defaults were based in the U.S.," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research. The other developed region (Australia, Canada, Japan,
and New Zealand) had the next greatest number of defaults with
seven.  Europe had four, and the emerging markets had three.
Default counts declined in 2011 across all regions but Europe,
where defaults doubled compared with 2010.

"Missed interest and/or principal payments were the primary reason
for default in 2011, with 21 issuers defaulting for this reason,"
said Ms. Vazza.

Bankruptcy-related filings followed with 13 defaults, trailed by
distressed exchanges, which caused 11 defaults.  Regulatory-
related reasons (including receiverships) and other reasons
totaled four defaults each.


* S&P: Three Most Stressed Sectors Continue Slow Recovery
---------------------------------------------------------
In Standard & Poor's opinion, the media and entertainment,
consumer products, and health care sectors were the most troubled
sectors in the U.S. as of Dec. 20, 2011.  Despite positive
manufacturing numbers from around the world, sluggish consumer
demand and high unemployment continue to weigh on the three
sectors, said an article published Jan. 6 by Standard & Poor's
Global Fixed Income Research, titled "Stressed Sectors In
Corporate America: Our Three Most Stressed Sectors Continue To
Recover Slowly."

These sectors had the highest levels of risk among S&P's lists of
distressed companies (speculative-grade companies with securities
trading in excess of 1,000 basis points above U.S. Treasuries),
weakest links (companies rated 'B-' or lower with negative
outlooks or ratings on CreditWatch with negative implications),
and potential bond downgrades (investment-grade or speculative-
grade companies with negative outlooks or ratings on CreditWatch
negative).

S&P identified 126 companies in these three sectors that meet at
least one of the criteria.  Of the 126 companies, 28 are on more
than one of the three lists, indicating even greater
vulnerability.

"Over the past 12 months, downgrades accounted for 60% of all
rating actions in the consumer products sector, 52% in health
care, and 49% in media and entertainment sector," said Diane
Vazza, head of Standard & Poor's Global Fixed Income Research.
"In comparison, 47% of rating actions for nonfinancial issuers
were downgrades."

"As of Dec. 20, the three stressed sectors accounted for about 42%
of the issuers listed as weakest links and eight of the 39 total
defaulters across all sectors in 2011," said Ms. Vazza.  S&P's
defines weakest links as issuers rated 'B-' or lower with negative
outlooks or ratings on CreditWatch negative.  These entities are
at greater risk of default.


* Cadwalader Elevates George Davis to Leadership Team
-----------------------------------------------------
Cadwalader, Wickersham & Taft LLP disclosed that long-time partner
George Davis will join John Rapisardi and Deryck Palmer in leading
the Financial Restructuring Group, effective Jan. 1, 2012.

"George's commitment to the law and the restructuring practice has
been evident for many years," stated Christopher White, Chairman
of Cadwalader.  "His leadership in some of the most complex
restructuring matters garners much praise from colleagues within
our Firm and from peers and clients outside.  We are fortunate
that he has agreed to help lead the practice into the future,"
White said.

Davis has been consistently recognized in the United States by
Chambers USA, Legal 500, Corporate Counsel, Turnarounds and
Workouts as well as in IFLR 1000, being lauded, as an attorney who
can build "consensus among groups with extremely different
viewpoints."  He is also regularly acknowledged in The Best
Lawyers in America and praised as someone who has an "ability to
find solutions to difficult problems."

Davis led teams in the restructuring of LyondellBasell Industries,
in which he helped secure the largest commercial DIP financing and
handled the largest LBO fraudulent conveyance case in the history
of chapter 11.  He guided this chemical company giant in its
highly acclaimed global reorganization, paving the way for plan
confirmation and a global discharge in just fifteen months.  Under
his leadership, Cadwalader was named winner of the Restructuring
Deal of the Year by IFLR Europe, the Turnaround Award of the Year
and Industrial Goods and Basic Resource Deal of the Year by M&A
Advisor and Restructuring Deal of the Year by Investment Dealers'
Digest.  Davis has been named an Outstanding Restructuring Lawyer
for 2012, 2011 and 2010 by Turnarounds & Workouts, a distinction
given to only 12 lawyers a year.

An adjunct professor at Georgetown University Law Center, teaching
Bankruptcy and Creditors' Rights, George is a frequent writer and
speaker on restructuring topics and an active member of the
Association of the Bar of the City of New York, the American
Bankruptcy Institute and the Turnaround Management Association
(TMA).

About Cadwalader, Wickersham

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--
established in 1792, is an international law firms, with offices
in New York, Washington, Charlotte, Houston, London, Hong Kong,
Beijing and now Brussels.  Cadwalader serves a diverse client
base, including many of the world's top financial institutions,
undertaking business in more than 50 countries in six continents.
The firm offers legal expertise in antitrust, banking, business
fraud, corporate finance, corporate governance, environmental,
financial restructuring and reorganizations, healthcare,
intellectual property, litigation, mergers and acquisitions,
private client, private equity, real estate, regulation,
securitization, structured finance, and tax.


* BOND PRICING -- For Week From Jan. 2 - 6, 2012
------------------------------------------------

  Company              Coupon   Maturity  Bid Price
  -------              ------   --------  ---------
AGY HOLDING COR        11.000 11/15/2014  58.000
AHERN RENTALS           9.250  8/15/2013  22.100
AM AIRLN PT TRST        7.377  5/23/2019  16.500
AM AIRLN PT TRST        9.730  9/29/2014  23.750
AM AIRLN PT TRST       10.180   1/2/2013  57.000
AMBAC INC               5.950  12/5/2035  10.000
AMBAC INC               7.500   5/1/2023  10.001
AMBAC INC               9.375   8/1/2011  11.625
AMBAC INC               9.500  2/15/2021  12.000
AMERICAN ORIENT         5.000  7/15/2015  46.457
AMR CORP                6.250 10/15/2014  21.000
AMR CORP                9.000   8/1/2012  20.000
AMR CORP                9.750  8/15/2021  18.000
AMR CORP                9.800  10/1/2021  17.550
AMR CORP                9.880  6/15/2020  19.260
AMR CORP               10.000  4/15/2021  17.923
AMR CORP               10.150  5/15/2020  20.000
AMR CORP               10.200  3/15/2020  18.688
AMR CORP               10.290   3/8/2021  21.000
AMR CORP               10.550  3/12/2021  18.250
AQUILEX HOLDINGS       11.125 12/15/2016  41.000
BANKUNITED FINL         3.125   3/1/2034   4.915
BLOCKBUSTER INC        11.750  10/1/2014   1.625
BON-TON DEPT STR       10.250  3/15/2014  60.500
BON-TON DEPT STR       10.250  3/15/2014  62.000
BROADVIEW NETWRK       11.375   9/1/2012  83.500
CALIF BAPTIST           7.600 11/15/2012  20.000
CALIF BAPTIST           7.900 11/15/2017  20.000
CIRCUS & ELDORAD       10.125   3/1/2012  70.800
DELTA PETROLEUM         3.750   5/1/2037  70.000
DIRECTBUY HLDG         12.000   2/1/2017  21.500
DIRECTBUY HLDG         12.000   2/1/2017  29.000
DUNE ENERGY INC        10.500   6/1/2012  88.000
DYNEGY HLDGS INC        8.750  2/15/2012  63.050
EASTMAN KODAK CO        7.000   4/1/2017  27.000
EASTMAN KODAK CO        7.250 11/15/2013  29.750
EASTMAN KODAK CO        9.950   7/1/2018  16.000
EDDIE BAUER HLDG        5.250   4/1/2014   6.750
ELEC DATA SYSTEM        3.875  7/15/2023  96.500
ENERGY CONVERS          3.000  6/15/2013  32.500
EVERGREEN SOLAR        13.000  4/15/2015  45.000
FAIRPOINT COMMUN       13.125   4/2/2018   4.950
FIBERTOWER CORP         9.000 11/15/2012   8.690
GLOBALSTAR INC          5.750   4/1/2028  45.000
GMX RESOURCES           5.000   2/1/2013  65.250
GMX RESOURCES           5.000   2/1/2013  64.954
GREAT ATLA & PAC        5.125  6/15/2011   2.000
HAWKER BEECHCRAF        8.500   4/1/2015  19.790
HAWKER BEECHCRAF        9.750   4/1/2017  10.375
HUTCHINSON TECH         3.250  1/15/2026  62.000
INTL LEASE FIN          4.750  1/13/2012 100.002
JPMORGAN CHASE          4.500  1/15/2012 100.043
KELLWOOD CO             7.625 10/15/2017  25.000
LEHMAN BROS HLDG        4.700   3/6/2013  25.000
LEHMAN BROS HLDG        4.800  2/27/2013  23.500
LEHMAN BROS HLDG        4.800  3/13/2014  26.000
LEHMAN BROS HLDG        5.000  1/22/2013  23.143
LEHMAN BROS HLDG        5.000  2/11/2013  24.350
LEHMAN BROS HLDG        5.000  3/27/2013  24.000
LEHMAN BROS HLDG        5.000   8/3/2014  24.000
LEHMAN BROS HLDG        5.000   8/5/2015  24.000
LEHMAN BROS HLDG        5.100  1/28/2013  24.000
LEHMAN BROS HLDG        5.150   2/4/2015  25.125
LEHMAN BROS HLDG        5.250  2/11/2015  24.000
LEHMAN BROS HLDG        5.500   4/4/2016  25.500
LEHMAN BROS HLDG        5.625  1/24/2013  27.000
LEHMAN BROS HLDG        5.750  5/17/2013  25.000
LEHMAN BROS HLDG        6.000  7/19/2012  26.625
LEHMAN BROS HLDG        6.000  2/12/2018  24.000
LEHMAN BROS HLDG        6.200  9/26/2014  27.000
LEHMAN BROS HLDG        7.000  6/26/2015  24.000
LEHMAN BROS HLDG        7.000 12/18/2015  24.000
LEHMAN BROS HLDG        8.500   8/1/2015  24.000
LEHMAN BROS HLDG        8.800   3/1/2015  25.625
LEHMAN BROS HLDG        9.500  1/30/2023  24.000
LEHMAN BROS HLDG        9.500  2/27/2023  24.825
LEHMAN BROS HLDG       10.000  3/13/2023  25.000
LEHMAN BROS HLDG       10.375  5/24/2024  25.000
LEHMAN BROS HLDG       11.000  6/22/2022  24.300
LEHMAN BROS HLDG       11.000  7/18/2022  22.300
LEHMAN BROS HLDG       11.000  8/29/2022  20.000
LEHMAN BROS HLDG       11.000  3/17/2028  25.250
LEHMAN BROS HLDG       11.500  9/26/2022  24.950
LOCAL INSIGHT          11.000  12/1/2017   0.501
MANNKIND CORP           3.750 12/15/2013  53.000
MF GLOBAL HLDGS         6.250   8/8/2016  36.000
MF GLOBAL LTD           9.000  6/20/2038  34.000
MOHEGAN TRIBAL          7.125  8/15/2014  52.900
MOHEGAN TRIBAL          8.000   4/1/2012  71.000
PENSON WORLDWIDE        8.000   6/1/2014  41.496
PMI GROUP INC           6.000  9/15/2016  21.000
RADIAN GROUP            5.625  2/15/2013  73.000
REAL MEX RESTAUR       14.000   1/1/2013  50.125
REDDY ICE CORP         13.250  11/1/2015  35.750
RESIDENTIAL CAP         8.500   6/1/2012  81.125
RESIDENTIAL CAP         8.500  4/17/2013  60.800
RESIDENTIAL CAP         8.875  6/30/2015  27.875
TEXAS COMP/TCEH        10.250  11/1/2015  32.000
TEXAS COMP/TCEH        10.250  11/1/2015  34.500
TEXAS COMP/TCEH        10.250  11/1/2015  30.000
THORNBURG MTG           8.000  5/15/2013  15.000
THQ INC                 5.000  8/15/2014  51.000
TIMES MIRROR CO         7.250   3/1/2013  40.000
TOUSA INC               9.000   7/1/2010  13.000
TRAVELPORT LLC         11.875   9/1/2016  29.875
TRAVELPORT LLC         11.875   9/1/2016  32.000
TRICO MARINE            3.000  1/15/2027   1.000
TRICO MARINE SER        8.125   2/1/2013   2.625
VERSO PAPER            11.375   8/1/2016  40.500
WESTERN EXPRESS        12.500  4/15/2015  39.000
WILLIAM LYON INC        7.500  2/15/2014  28.000
WILLIAM LYON INC       10.750   4/1/2013  25.750
WILLIAM LYONS           7.625 12/15/2012  31.000




                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***