TCR_Public/120126.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, January 26, 2012, Vol. 16, No. 25

                            Headlines

AGUAKEM CARIBE: Voluntary Chapter 11 Case Summary
AES EASTERN: To Accept Proposals for 2 Plants Until March 2
AES EASTERN: Agent Banks Dominate Creditors' Committee
AES EASTERN: Proposes Barclays as Financial Advisor
AES EASTERN: Proposes Richards Layton and Weil Gotshal as Attys.

AES EASTERN: Seeking Final Nod Today to Pay Critical Vendors
AES EASTERN: Wins Approval to Hire KCC as Noticing Agent
AINSWORTH FEED: 8th Cir. BAP Affirms Ruling on Sears Claims
ALC HOLDINGS: Patient Care Ombudsman Requirement Waived
ALC HOLDINGS: Court Okays Qorval as Restructuring Consultant

ALC HOLDINGS: Court Approves SSG Capital as Investment Banker
ALC HOLDINGS: Traverse LLC OK'd as Restructuring Crisis Manager
ALROSE KING: US Trustee Wants Chapter 7; Debtor Cites Progress
ANDRONICO'S MARKETS: Wins Dismissal of Bankruptcy Case
APPLIED MINERALS: Samlyn to Sell 10 Million Common Shares

AQUILEX HOLDINGS: Moody's Gives Ca/LD After Missed Payment
ART OF LIFE: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC & PACIFIC: Judge Drain Approves $750 Mil. Term Loan
ATRINSIC INC: To Record $1.2MM Impairment Charge for Fiscal 2011
BELO CORP: Moody's Raises Corporate Family Rating to 'Ba3'

BEYOND OBLIVION: Files for Chapter 11 in Manhattan
BEYOND OBLIVION: Case Summary & 20 Largest Unsecured Creditors
BHI INTERNATIONAL: Case Summary & 4 Largest Unsecured Creditors
BLITZ USA: Files Schedules of Assets and Liabilities
BLITZ USA: Wins OK to Tap Capstone as Investment Banker

BLITZ USA: U.S. Trustee Appoints 7-Member Creditors' Committee
BROADWAY BLUFFS: Case Summary & Largest Unsecured Creditor
BONAVIA TIMBER: Hires Northwest Farm & Ranch as Appraiser
BUILDERS FIRSTSOURCE: S&P Affirms 'CCC' Corporate Credit Rating
BYSYNERGY LLC: Case Converted to Chapter 7

C&M RUSSELL: Hires Coldwell Banker as Broker
C&M RUSSELL: Hires Kenneth Blake as Accountant
CARBON ENERGY: Opposes Case Conversion or Trustee Appointment
CDC CORP: U.S. Trustee Appeals Denial of Chapter 11 Trustee
CEDAR FAIR: S&P Puts 'B+' Corp. Credit Rating on Watch Positive

CENTURY PLAZA: Court OKs Crane Heyman as Attorneys
CENTURY PLAZA: Hires Burke Warren Mackay as Special Counsel
CENTURY PLAZA: Hires Anderson & Anderson as Bankruptcy Counsel
CENTURY PLAZA: Can Use PrivateBank Cash Collateral Until Feb. 29
CHARLIE'S 76: Files for Chapter 11 Bankruptcy Protection

CHESTER DOWNS: Moody's Assigns 'B3' Rating to $315-Mil. Notes
CITIZENS CORP: Wins Approval to Hire MGLAW as Counsel
CLEARWIRE COMMS: Moody's Assigns 'B3' Rating to Note Offering
COACH AMERICA: Requires Loan to Pay Professional Fees
COLOWYO COAL: Moody's Raises Bond Rating to 'A2' From 'B1'

CONGRESS BUILDING: Case Summary & 4 Largest Unsecured Creditors
CONSTRUCTION SUPERVISION: Files for Ch. 11 Bankruptcy Protection
CRESCENT RESOURCES: Preference Suit Against Nexsen Dismissed
CUSHING MANUFACTURING: Voluntary Chapter 11 Case Summary
DALLAS ROADSTER: Wants to Employ DeMarcoMitchell as Counsel

DERECKTOR SHIPYARDS: Returns to Chapter 11 With Plan to Sell
DIPPIN' DOTS: Can Hire Harpeth Capital as Broker to Sell Business
DIPPIN' DOTS: Employs Blythe White & Associates as Accountant
DS WATERS: S&P Puts 'CCC+' Corporate Rating on Watch Positive
DUNE ENERGY: Five Directors Resign; Six Directors Appointed

EASTERN LIVESTOCK: Court Permits Trustee to Hire Katz Sapper
EASTERN LIVESTOCK: Trustee Wants to Tap Phillip Kunkel as Mediator
EASTERN LIVESTOCK: Okie Seeks Dismissal of Own Bankruptcy Case
ELEPHANT & CASTLE: Can Employ Wolf to Provide Tax Services
ELEPHANT & CASTLE: Can Use Cash Collateral Until Feb. 3

ENER1 INC: Maturity of Bzinfin Loan Agreement Moved to Jan. 27
FIBER ENGINEERING: Case Summary & Creditors Lists
FIELD OF DREAMS: Voluntary Chapter 11 Case Summary
FIKE ENERGY: Case Summary & 12 Largest Unsecured Creditors
FILENE'S BASEMENT: Court OKs PwC as Committee's Financial Advisor

FILENE'S BASEMENT: Wins Approval of Retention Bonus Program
FRS LLC: Case Summary & 5 Largest Unsecured Creditors
GAMETECH INT'L: Incurs $3.1 Million Net Loss in July 31 Quarter
GNP LLC: Case Summary & 5 Largest Unsecured Creditors
H&H BAGELS: Owner Looks for Investors as Closure Looms

HART STORES: Creditors to Get $6MM Under Restructuring Plan
HEARUSA INC: Seeks More 'Exclusivity,' Says Plan is Near
HORIZON VILLAGE: Wants Plan Exclusivity Until March 9
HORIZON VILLAGE: Taps Keith Harper as Appraiser, Valuation Expert
HOSPITAL DAMAS: Seeks To Extend Use of DIP Financing

HOSPITAL DAMAS: Malpractice Claimants Object to Joint Plan
HOSTESS BRANDS: Arranges $18 Million in Letters of Credit
INNER CITY: To Keep Sole Chapter 11 Control Through March 6
IRWIN MORTGAGE: Court Sets Jan. 30 Administrative Claims Bar Date
IRWIN MORTGAGE: Wants KFB & B&T as Special Litigation Co-Counsel

ISAACSON STEEL: Whitefield Firm Wants to Buy Assets
JACOBS FINANCIAL: Incurs $459,000 Net Loss in Nov. 30 Quarter
JAMES RIVER: Asset Management Discloses 3% Equity Stake
JEFFERSON COUNTY: Judge to Modify Opinion on Receiver's Powers
JK HARRIS: Schlichting Group Throws Lifeline to Clients

JLH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
KCD IP: Moody's Lowers Rating on Asset-Backed Notes to 'B2'
KNIGHT PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
KV PHARMACEUTICAL: Enters Into Sixth Amendment Cytyc APA
LACKAWANNA COUNTY: Moody's Withdraws Ba3 Gen. Obligation Rating

LAREDO PETROLEUM: S&P Raises Corporate Credit Rating to 'B+'
LIBERATOR INC: Advertises on Howard Stern Through SiriusXM
LYONDELL CHEMICAL: Wins Approval for $180 Million BASF Settlement
M WAIKIKI: Court to Rule on Bankruptcy Plan Within Two Months
MAJESTIC STAR: Bankruptcy Judge Sides With Firm in Tax Fight

MARCO POLO: Sues Creditors for Causing Bankruptcy
MGIC INVESTMENT CORP: Incurs $135-Mil. Net Loss in 4th Quarter
MCCALLISTER PROPERTIES: Voluntary Chapter 11 Case Summary
MILBANK 770: Case Summary & Largest Unsecured Creditor
MINOR FAMILY: VHF to Buy Hotel for $2.8MM Under Chapter 11 Plan

MONTANA ELECTRIC: Regulator Wants to Intervene in Bankruptcy Case
MURDER INC: Las Vegas Mobster Museum Wins Plan Confirmation
NEBRASKA BOOK: Working on New Plan; Wants More Exclusivity
NEVADA CANCER: UC San Diego Acquires Key Assets for $18 Million
NEWARK GROUP: Moody's Confirms 'Caa1' Corporate; Outlook Negative

OLD REPUBLIC: Moody's Affirms IFS Rating at 'Caa2'
OPUS CORP: Makes Fresh Start After Units' Bankruptcies
OSCAR TORRES: Banco Popular Wins Dismissal of Chapter 11 Case
OTERO COUNTY: Court Extends Lease Decision Period to March 13
OTERO COUNTY: Court Permits Committee to Retain James Morell

PAN AM LAND: Subsidiary Opposes Case Dismissal or Conversion
PATRIOT COAL: S&P Puts 'B+' Corporate Rating on Watch Negative
PBF HOLDING: Moody's Assigns 'Ba3' Corporate Family Rating
PBF HOLDING: S&P Assigns 'BB-' Corporate Credit Rating
PJ FINANCE: Equity Holders to Retain Ownership After Auction

PLATINUM STUDIOS: Amends 98 Million "Dutchess" Offering
PM CROSS: Case Summary & 3 Largest Unsecured Creditors
POST HOLDINGS: S&P Rates $775MM Senior Unsecured Notes at 'B+'
QUALTEQ INC: Plan to Pay Unsecured Debt Fully in 10 Years
QUIZNOS CORP: Ducks Prepack by 100% Acceptance Out of Court

RCC SOUTH: Court Confirms SFI Belmont Plan of Reorganization
RAILWORKS CORP: Settles Missouri Revenue Department's Claims
RAINBOX REALTY: Files for Chapter 11 Bankruptcy Protection
RAL PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
REAL MEX: WestSpring Master Fund Out of Creditors Committee

RHODE ISLAND: Moody's Raises Rating on Ser. 2002A Bond to 'Ba1'
ROCK POINTE: Bankruptcy Filing Halts Foreclosure Action
ROOKWOOD POTTERY: Chip DeMois Steps Down as CEO
RYLAND GROUP: JPMorgan Discloses 5% Equity Stake
SAGAMORE VENTURES: Voluntary Chapter 11 Case Summary

SEA CONTAINERS: Dividend Payment Scheduled for Jan. 27
SERRANO REALTY: Case Summary & 5 Largest Unsecured Creditors
SFVA INC: Officials Say $1 Million in Scholarship in Jeopardy
SHASTA LAKE: Hearing on Ch. 11 Plan Confirmation Set for Feb. 8
SMITHFIELD FOODS: Fitch Lifts Rating Senior Unsec. Debt to 'BB-'

SNOKIST GROWERS: U.S. Trustee Appoints 3-Member Creditors' Panel
SOVRAN LLC: Creditors Have Until Feb. 20 to File Proofs of Claim
SRKO FAMILY: Da Nam Ko Withdraws Plea to Remove Partner's Manager
STANFORD FIN'L: Judge to Rule If Ponzi Scheme Covered by SIPC
STONER AND CO: Bankruptcy Filing Stops Foreclosure Proceedings

SWISS CHALET: Can Employ Alvarez Sepulveda as Special Counsel
TAPAS OF SPAIN: Case Summary & Largest Unsecured Creditor
TBS INTERNATIONAL: Receives Non-Compliance Notice from Nasdaq
TEE INVESTMENT: Receiver Can Employ Armstrong Teasdale as Counsel
TEKNI-PLEX INC: Moody's Lowers CFR to 'Caa2'; Outlook Negative

TMP DIRECTIONAL: Obtains Final Approval to Use Cash Collateral
TMP DIRECTIONAL: Court OKs Hiring of CRG as Restructuring Advisors
TMP DIRECTIONAL: Court Approves Hiring of Kirkland as Counsel
TMP DIRECTIONAL: Can Hire Klehr Harrison as Bankruptcy Co-Counsel
TOURNAMENT HILLS: Case Summary & 9 Largest Unsecured Creditors

TOWER OAKS: Cohen Baldinger Quits as Counsel
TOWN CENTERS: Case Summary & 7 Largest Unsecured Creditors
TRAILER BRIDGE: Seacor Will Take Control Under Chapter 11 Plan
TRANS MET: Case Summary & 20 Largest Unsecured Creditors
TRANSDIGM GROUP: Fitch Keeps 'B' Long-Term Issuer Default Rating

TRANSWEST RESORT: Southwest Takes Over Two Resort Worth $92MM
TRIDENT MICROSYSTEMS: To Auction Set-Top Box Business Feb. 23
TRIUS THERAPEUTICS: Receives $5MM Milestone Payment from Bayer
TURKPOWER CORP: Incurs $4 Million Net Loss in November 30 Qtr.
UNIGENE LABORATORIES: Buys $650,571 Convertible Note from Tarsa

URANIUM RESOURCES: Gets Expected Bid Price NASDAQ Notification
VALLE FOAM: Chapter 15 Case Summary
VANTAGE SPECIALTIES: Moody's Assigns 'B2' Corp. Family Rating
VITRO SAB: Bondholders' Appeal Goes to Circuit in March
VOICES OF FAITH: Hires Moore Law Group as Co-Bankruptcy Counsel

VOICES OF FAITH: Wants to Use Foundation Capital's Cash Collateral
WASTE2ENERGY INC.: Case Summary & 18 Largest Unsecured Creditors
WATERFORD SPEEDBOWL: Court Approves Reorganization Plan
WOLF LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
XODTEC LED: Incurs $690,000 Net Loss in November 30 Quarter

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

AGUAKEM CARIBE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Aguakem Caribe, Inc.
        Calle Villa Final, Ponce, PR
        P.O. Box 177
        Mercedita, PR 00715

Bankruptcy Case No.: 12-00272

Chapter 11 Petition Date: January 19, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Norberto Colon Alvarado, Esq.
                  NORBERTO COLON ALVARADO LAW OFFICE
                  46 Castillo St.
                  Ponce, PR 00730
                  Tel: (787) 843-4272
                  E-mail: norbertocolonalvarado@yahoo.com

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

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 Jorge J. Unanue, president and
secretary.


AES EASTERN: To Accept Proposals for 2 Plants Until March 2
-----------------------------------------------------------
AES Eastern Energy LP and its affiliates will ask the bankruptcy
judge at a hearing today, Jan. 26, 2012, at 10:30 a.m., to approve
procedures in connection with the sale of two of their six power
plants.

Prepetition, the Debtors have reached a settlement with holders of
pass-through certificates under which the parties have agreed that
the two operating power plants -- the Somerset and Cayuga
generating facilities -- will be transferred to an entity formed
by the certificate holders, subject to higher and better offers in
an auction process.

The Debtors have filed a motion seeking approval of the
settlement, which they say will preserve the going-concern value
of Somerset and Cayuga and will save the jobs of a substantial
portion of the 211 employees.

Prepetition marketing efforts yielded interest from a "small
number" of financial advisors, but none who would invest at a
value that would satisfy the existing debt or form the basis of a
workable debt restructuring.

The Certificate Holders have signed a contract to purchase the
assets for a partial credit bid equal to $300 million plus $5
million cash and the assumption of liabilities, absent higher and
better offers.

Under the proposed rules, interested parties who wish to
participate in the auction must submit their initial bids by
March 2, 2012.  If qualified bids are received, an auction will be
held on March 12, 2012, starting at 10:00 a.m. E.T.  The
successful bid will be subject to approval by the Court at the
sale hearing scheduled for March 15, 2012, at 10:00 a.m.

                       Schedules Extension

The Debtors on Jan. 9 filed a request to extend by 30 days the
deadline to file their schedules of assets and liabilities and
statement of financial affairs.  Absent an extension, the
documents will be due Jan. 29.  The hearing on the proposed
extension is also slated for Jan. 26.

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


AES EASTERN: Agent Banks Dominate Creditors' Committee
------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, U.S. Trustee for Region 3, has appointed five members
to the Official Committee of Unsecured Creditors in connection
with the Chapter 11 cases of AES Eastern Energy, L.P., et al.:

      1. Deutsche Bank Trust Company America
         Attn: Stanley Burg
         100 Plaza One, 6th Floor
         MS JCY03-0699
         Jersey City, NJ 07311
         Tel: 201-593-4749
         Fax: 732-380-2345

      2. First Chicago Leasing Corp.
         c/o JP Morgan Chase Bank, N.A.
         Attn: Douglas A. Kravitz
         383 Madison Avenue, 23rd Floor
         New York, NY 10179
         Tel: 212-270-1262
         Fax: 917-210-3391

      3. Fisher Mining Company
         Attn: John A. Blaschak
         40 Choate Circle
         Tel: 570-322-4717
         Fax: 570-322-1727

      4. The Bank of Nova Scotia, as agent
         Attn: Steve Kerr
         One Liberty Plaza
         New York, NY 10006
         Tel: 212-225-5005
         Fax: 212-225-5031

      5. Credit Agricole
         Attn: Anne Shean
         1301 Avenue of the Americas
         New York, NY 10019,
         Tel: 212-261-7097

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


AES EASTERN: Proposes Barclays as Financial Advisor
---------------------------------------------------
AES Eastern Energy, L.P., is seeking approval from the Bankruptcy
Court to hire Barclays Capital Inc. as financial advisor, nunc pro
tunc to the Chapter 11 petition date.

Barclays has previously assisted AEE in, among other things,
evaluating AEE's and the other Debtors' liquidity situation,
capital structure alternatives, and recapitalization
opportunities.

Postpetition, Barclays will, among other things:

   i. provide general business and financial analyses of the
      Debtors, including a review, from a financial point of view,
      of the Debtors' current business plan and financial
      projections;

  ii. evaluate the current capitalization of the Debtors and its
      requirements for liquidity based on the Debtors' business
      plan;

iii. evaluate the Debtors' debt capacity and alternative capital
      structures;

  iv. jointly with the Debtors, develop and maintain a long term
      financial model customized for the Debtors' needs to
      accurately reflect the Debtors' business conditions; to
      prepare a wide range of sensitivities on critical
      assumptions; and to accurately reflect the pro-forma
      financial and credit results of a successful Transaction on
      the Debtors;

   v. assist the Debtors in liaising with and coordinating other
      (nonfinancial) advisers appointed by the Debtors and
      together with the Debtors' other advisers, advise the
      Debtors in connection with the structuring of the
      Transaction; and

  vi. assist the Debtors in identifying, developing, and
      evaluating potential candidates for a Transaction and
      soliciting those which Barclays and the Debtors have agreed
      may be appropriate for a potential Transaction. In rendering
      such services, Barclays may meet with representatives of
      such candidates and provide such representatives with such
      information about the Debtors as may be appropriate and
      acceptable to the Debtors.

Pursuant to the Engagement Letter, Barclays will be paid in cash
under this fee structure:

     i. Monthly Fee. The Debtors will pay Barclays a monthly fee
        of $125,000 for each month.

    ii. Transaction Fee.  The Debtors will pay Barclays a
        transaction fee equal to $3,000,000 in the event of a
        Transaction", which is defined as a lease restructuring,
        sale or recapitalization.

   iii. Discretionary Fee.  The Debtors agree to consider, in
        their sole discretion, paying Barclays a discretionary fee
        based on the Debtors' assessment of the quality and
        quantity of work completed by Barclays in connection with
        its engagement under the Engagement Letter.

    iv. Expense Reimbursement.  The Debtors agree to reimburse
        Barclays, promptly upon request, for its reasonable
        expenses (including, without limitation, fees and expenses
        of legal counsel), plus any sales, use or other taxes,
        incurred in connection with its engagement under the
        Engagement Letter, regardless of whether any Transaction
        is consummated.

George Mack, a managing director, will lead the team of Barclays
professionals that will work closely with the Debtors' management
and other professionals throughout the reorganization process.

The Debtors submit that each of Barclays and its professionals is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code.

                     About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.

AES Eastern Energy estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.

The Chapter 11 filing was designed to turn the two operating
facilities over to debt holders in exchange for debt.


AES EASTERN: Proposes Richards Layton and Weil Gotshal as Attys.
---------------------------------------------------------------
At the hearing today, Jan. 26, 2012, AES Eastern Energy, L.P., and
its affiliates will seek approval to hire Weil, Gotshal & Manges
LLP as attorneys, nunc pro tunc to the petition date.  Since Nov.
8, 2011, Weil has represented the Debtors in connection with their
restructuring efforts.  Postpetition, Weil will, among other
things (a) take all actions to protect and preserve the estates of
the Debtors, (b) take all actions in connection with a plan of
reorganization, and (c) perform all other legal services in
connection with the chapter 11 cases.  Joseph H. Smolinsky ,
member of the firm, attests that Weil is a "disinterested person,"
as that term is defined in section 101(14) of the Bankruptcy Code,
as modified by section 1107(b) of the Bankruptcy Code.  Weil,
which has a $350,000 credit balance in favor of the Debtors, will
charge the Debtors based on an hourly basis and will seek
reimbursement of out of pocket expenses.  Weil's customary hourly
fees are $760 to $1,075 for members and counsel, $430 to $750 for
associates, and $175 to $310 for paraprofessionals.

The Debtors will also seek approval to hire Richards, Layton &
Finger, P.A. as co-counsel.  As co-counsel, Richards Layton will,
among other things, (a) advise the Debtors of their rights and
powers as debtors-in-possession, (b) take action to protect and
preserve the Debtors' estates, and (c) prepare on behalf of all
the Debtors all motions and papers in connection with the
administration of the Debtors' estates.  RL&F, which has received
a $150,000 retainer from the Debtors, says that it is a
"disinterested person" as the term is defined in 11 U.S.C. Sec.
101(14).  Personnel at the firm designated to represent the
Debtors have these standard hourly rates:

        Mark D. Collins       $750
        Michael J. Merchant   $575
        Drew G. Sloan         $350
        Zachary I. Shapiro    $325
        Janel Gates           $205

                     About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.

AES Eastern Energy estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.

The Chapter 11 filing was designed to turn the two operating
facilities over to debt holders in exchange for debt.


AES EASTERN: Seeking Final Nod Today to Pay Critical Vendors
------------------------------------------------------------
AES Eastern Energy, L.P., and its affiliates early this month
obtained interim Court approval of its request to pay prepetition
obligations to critical vendors.  The Debtors are authorized to
pay up to (1) $300,000 on an interim basis to vendors who agree to
continue to supply goods on customary trade terms in the next six
months and (2) $130,000 for some or all of the undisputed
prepetition claims of potential lien claimants.  At the final
hearing scheduled for Jan. 26, 2012 at 10:30 a.m., the Debtors
will seek approval to pay up to $400,000 to critical vendors and
up to $150,000 to potential lien claimants.

                     About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.

AES Eastern Energy estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.

The Chapter 11 filing was designed to turn the two operating
facilities over to debt holders in exchange for debt.


AES EASTERN: Wins Approval to Hire KCC as Noticing Agent
--------------------------------------------------------
AES Eastern Energy LP and its affiliates obtained Bankruptcy Court
authority to employ Kurtzman Carson Consultants LLC as their
claims and noticing agent.  The Debtors will provide KCC with a
$25,000 retainer as part of the parties' employment agreement.

KCC will provide notice to parties in the Chapter 11 cases and
will receive, docket, maintain, photocopy and transmit proofs of
claim.  There are in excess of 3,500 creditors and parties-in-
interest in AES's Chapter 11 cases.

The Debtors will pay KCC for its services in accordance with the
"KCC Fee Structure."  KCC will also be entitled to reimbursement
of reasonable out of pocket expenses.

Albert Kass, KCC's vice president for Corporate Restructuring,
attests that KCC has no material connection with the Debtors,
their creditors, or other parties in interest; does not hold or
represent any interest materially adverse to the Debtors' estates;
and is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The claims and notice agent may be reached at

         Kurtzman Carson Consultants LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Attn: Drake D. Foster
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfosters@kcclc.com

                      About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated $100
million to $500 million in assets and $500 million to $1 billion
in debts.  The petition was signed by Peter Norgeot, general
manager.


AINSWORTH FEED: 8th Cir. BAP Affirms Ruling on Sears Claims
-----------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Eighth
Circuit affirmed a June 8, 2011 bankruptcy court order (1)
overruling the objections of Robert A. Sears and Korley B. Sears
to Claim Nos. 8, 9 and 10 filed by Rhett R. Sears, Rhett R. Sears
Revocable Trust, Ron H. Sears Trust, Ronald H. Sears, and Dane R.
Sears -- the Sears Family Members -- in the bankruptcy case of
AFY, Inc., also known as Ainsworth Feed Yards Company, Inc.; and
(2) disallowing Claim No. 26 of Korley B. Sears.  Robert and
Korley appealed the ruling.  The issues before the BAP are whether
the bankruptcy court erred when it (1) disallowed Claim No. 26
filed by Korley B. Sears; (2) overruled the objection to the claim
of the Sears Family Members; and (3) denied the requests by Korley
and Robert to have the hearing postponed to allow time for
discovery and for a hearing with testimony and cross-examination
of witnesses, rather than having the matters submitted on
affidavit evidence.  In addition, the Sears Family Members argued
that if the BAP affirmed the bankruptcy court's denial of Korley's
Claim No. 26, Robert and Korley do not have standing to appeal the
bankruptcy court's order overruling their objections to the claims
of the Sears Family Members.

In its ruling, the BAP said it agrees with the bankruptcy court on
all issues, saying Robert and Korley failed to provide evidence
sufficient to rebut the presumptive validity of the Sears Family
Members' claims and the bankruptcy court, therefore, properly
allowed the claims as filed.

The case is Robert A. Sears; Korley B. Sears, Interested parties-
Appellants, v. Ronald H. Sears; Ron H. Sears Trust; Rhett R.
Sears; Rhett Sears Revocable Trust; Dane Sears, Claimants-
Appellees, No. 11-6042 (8th Cir. BAP).  A copy of the BAP's Jan.
23, 2012 decision is available at http://is.gd/fZ8gupfrom
Leagle.com.

                         About AFY Inc.

Ainsworth, Nebraska-based AFY, Inc., doing business as Ainsworth
Feed Yards Company, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Neb. Case No. 10-40875) on March 25, 2010.
Jerrold L. Strasheim, Esq., in Omaha, served as the Debtor's
counsel.  AFY estimated its assets and debts at $10 million to
$50 million as of the bankruptcy filing.

Affiliates Robert A. Sears and Korley B. Sears filed Chapter 11
petitions (Bankr. D. Neb. Case Nos. 10-40275 and 10-40277) on
Feb. 12, 2010.  Mr. Strasheim also represented the Sears Debtors.

Disputes arose in the three cases as to who actually owned or
controlled the voting rights of the shares of stock in AFY.  The
disputes were between Robert and Korley Sears on the one hand and
members of the Sears family on the other hand.  Partly due to this
dispute over the ownership and control of AFY, on April 29, 2010,
the Bankruptcy Court granted a motion to appoint a Chapter 11
trustee.  Joseph H. Badami was subsequently appointed as the
Chapter 11 trustee.  Mr. Strasheim withdrew as attorney for AFY in
June 2010.

The case was converted to one under Chapter 7 on the trustee's
motion.


ALC HOLDINGS: Patient Care Ombudsman Requirement Waived
-------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware waived the requirement for the appointment of
a patient care ombudsman in the Chapter 11 cases of ALC Holdings
LLC, et al., pursuant to Section 333 of the Bankruptcy Code.

The Debtors requested that the Court determine that the
appointment of a patient care ombudsman is not necessary because
the Debtors are not a "health care business" and even if they were
deemed a health care business, appointment of a patient care
ombudsman is not necessary for protection of the Debtors'
customers.

                      About ALC Holdings LLC

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP is the counsel to the Debtors.  BMC Group Inc.
serves as claims agent; SSG Capital Advisors, LLC serves as
financial advisors; and Traverse, LLC, serves as restructuring
crisis manager.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities, including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


ALC HOLDINGS: Court Okays Qorval as Restructuring Consultant
------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized ALC Holdings LLC, et al., to
employ Qorval and Eric Glassman as restructuring consultant.

The Court also ordered that:

   -- neither Mr. Glassman nor any principal, employee or
      independent contractor of Qorval or affiliates thereof will
      serve as a director of any of the Debtors during the
      pendency of the cases;

   -- for a period of three years after the conclusion of the
      engagement, neither Mr. Glassman nor any principal, employee
      or independent contractor of Qorval or affiliates thereof
      will make any investments in the Debtors or Reorganized
      Debtors; and

   -- Mr. Glassman and Qorval will disclose any and all facts that
      may have a bearing on whether they, their affiliates, and
      any individuals working on the engagement hold or represent
      any interest adverse to the Debtors, their creditors, or
      other parties-in-interest.

                      About ALC Holdings LLC

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP is the counsel to the Debtors.  BMC Group Inc.
serves as claims agent; SSG Capital Advisors, LLC serves as
financial advisors; and Traverse, LLC, serves as restructuring
crisis manager.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities, including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


ALC HOLDINGS: Court Approves SSG Capital as Investment Banker
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized ALC Holdings LLC, et al., to
employ SSG Capital Advisors, LLC, as investment banker.

The Debtors are authorized to pay $25,000 per month, provided,
however, that SSG's right to payment of a sale fee or credit bid
fee will be subject to further order of the Court, and that a sale
fee will be paid from the gross proceeds of a sale transaction.

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

                      About ALC Holdings LLC

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP is the counsel to the Debtors.  BMC Group Inc.
serves as claims agent; SSG Capital Advisors, LLC serves as
financial advisors; and Traverse, LLC, serves as restructuring
crisis manager.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities, including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


ALC HOLDINGS: Traverse LLC OK'd as Restructuring Crisis Manager
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
ALC Holdings LLC, et al., to employ Traverse, LLC, as
restructuring crisis manager; Albert Altro as chief restructuring
officer.

The Court also ordered that success fees, transaction fees or
other back-end fees will be approved by the Court at the
conclusion of the case on a reasonableness standard and are not
being pre-approved by entry of the order.

The Court further ordered that for a period of three years after
the conclusion of the engagement, neither Mr. Alto nor any
principal, employee or independent contractor of Traverse or
affiliates thereof will make any investments in the Debtors or
Reorganized Debtors.

                      About ALC Holdings LLC

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP is the counsel to the Debtors.  BMC Group Inc.
serves as claims agent; SSG Capital Advisors, LLC serves as
financial advisors; and Traverse, LLC, serves as restructuring
crisis manager.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities, including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


ALROSE KING: US Trustee Wants Chapter 7; Debtor Cites Progress
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Eastern District of New York to (i)
convert the Chapter 11 case of Alrose King David, LLC, to a case
under Chapter 7 of the Bankruptcy Code, or in the alternative,
(ii) dismiss the Chapter 11 case.

According to the U.S. Trustee, there is no reasonable likelihood
of any successful rehabilitation for the Debtor.

The U.S. Trustee enumerated five grounds for conversion or
dismissal:

  (1) Based upon the Debtor's current financial state, the Debtor
      does not have sufficient cash flow to bring its postpetition
      administrative expenses current.

  (2) Since the Petition Date, the Debtor has been tardy in filing
      monthly operating reports.

  (3) The Debtor's MORs show that its is behind with postpetition
      real estate taxes in the amount of $57,739.

  (4) The Debtor has failed to pay quarterly fees for the third
      quarter of 2011.

   (5) The Debtor has not fulfilled its fiduciary duties by
       failing to candidly report its assets.

The U.S. Trustee notes that not only has the Debtor failed to make
any progress toward a successful reorganization, its financial
condition has deteriorated.

                         Debtor Objects

The Debtor denied that it is suffering a substantial or continuing
loss or that there is a diminution of the estate.  According to
the Debtor, significant payments have been recently made to
utility service providers for postpetition charges for services
provided to the real property owned by the Debtor and leased to
Alrose Allegria LLC.

Since Nov. 22, 2011, the Debtor has continued its negotiations
with Brooklyn Federal Savings Bank, its primary secured lender,
concerning its financial obligations to Brooklyn Federal.  The
ongoing discussions between the Debtor and Brooklyn Federal have
resulted in an agreement on the primary business terms of a
restructuring of the Debtor's financial obligations to Brooklyn
Federal under a plan of reorganization.

Based on the progress in its negotiations with Brooklyn Federal
and ongoing discussions with the Official Committee of Unsecured
Creditors, the Debtor believes there is a reasonable likelihood
for its exit from this case as a rehabilitated and successfully
reorganized entity in the next few months.  These negotiations
have resulted in temporary delays by the Debtor in preparing and
filing certain operating reports.

The Debtor asserts that the non-payment of taxes, which are the
primary source of the Debtor's administrative expense obligations,
is not cause for conversion or dismissal.   The Debtor also
maintains it has been candid in disclosing its assets.

In view of the recent progress made, the Debtor believes it is
ultimately in the best interest of its creditors that the case not
be converted to a case under Chapter 7 or be dismissed.

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25,000,000 in assets and
$38,616,617 in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


ANDRONICO'S MARKETS: Wins Dismissal of Bankruptcy Case
------------------------------------------------------
At the behest of Andronico's Markets, Inc., the U.S. Bankruptcy
Court for the Northern District of California dismissed its
Chapter 11 case.

Andronico's said no assets of value remain in the bankruptcy
estate.

As reported by the Troubled Company Reporter on Oct. 31, 2011,
Andronico's struck a deal to sell its assets to Renwood, an
affiliate of Renovo Capital for $16 million.

Andronico's said in court papers that Renwood has acquired all of
the estate's avoidance actions pursuant to the terms of the sale
transaction.  Based on the estimated liabilities and expenses of
administration in the case, and the lack of assets in the estate,
no funds are available to provide any distribution to creditors or
to the holders of administrative expense claims other than those
included in the Buyer's carve-out for estate professionals.

Andronico's also said no plan can be proposed and a conversion of
the case to a case under Chapter 7 will only add a layer of
administrative expense by the Chapter 7 trustee and his or her
professionals, and will further dilute those estate professionals
being compensated from the carve-out.

In view of the dismissal of the case, the Court said Rust
Consulting Inc. is immediately terminated as the claims and notice
agent.  Any claims, amendments to claims, transfers of claims and
the like will be filed with the Clerk of the Court.  The Court
also said the United Food and Commercial Workers has the right and
standing to move the court for an order reopening the case at any
time.

                      About Andronico's Markets

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

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

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


APPLIED MINERALS: Samlyn to Sell 10 Million Common Shares
---------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the offer and sale, from time to time, Samlyn Onshore Fund, LP,
and Samlyn Offshore Master Fund, Ltd., of up to 10,000,000 already
outstanding shares of the Company's common stock, $0.001 par
value.

It also relates to the offer by the selling stockholders, and to
the extent the Warrants are not exercised by the selling
stockholders, the sale by the selling stockholders, from time to
time of up to 5,000,000 warrants, each of which gives the holder
the right to purchase one share of Common Stock at $2.00 per
share.

It also relates to the sale of up to 5,000,000 shares of the
Company's common stock issuable upon exercise of the outstanding
Warrants, either by the selling stockholder to the extent that the
selling stockholders exercise the Warrants or by the Company, to
the extent the Warrants are not exercised by the selling
stockholders before sale under this prospectus.

A full-text copy of the Form S-3 is available at:

                        http://is.gd/zMlPGb

                      About Applied Minerals

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

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

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

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

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

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


AQUILEX HOLDINGS: Moody's Gives Ca/LD After Missed Payment
----------------------------------------------------------
Moody's Investors Service has added a limited default designation
to the Ca probability of default rating of Aquilex Holdings, LLC.
Instrument ratings and the speculative grade liquidity rating are
unaffected.

RATINGS RATIONALE

Moody's believes the company did not make the $12.5 million
scheduled (December 15, 2011) bond interest payment on its $225
million unsecured 2016 notes within the 30-day grace period, which
represents a default per Moody's default definition.

The "LD" designation added to the probability of default rating
will remain in place until clarity over how the missed interest
payment will be settled develops.

The company has arranged forebearance for the missed interest
payment until early February. As well, forebearance has been
arranged through early February for covenant violations under the
first-lien credit facility.

The company is trying to arrange a financial restructuring whereby
debts would be exchanged for equity, pursuant to a rights offering
as described in an 8-k filing of December 23, 2011. Moody's will
likely consider such transaction to be a distressed exchange.

The ratings are:

Corporate family, affirmed at Ca

Probability of default, to Ca/LD from from Ca

$50 million first-lien revolver due April 2015, affirmed at Caa3
LGD3, 31%

$163 million first-lien term loan due April 2016, affirmed at Caa3
LGD3, 31%

$225 million11.125% senior unsecured notes due December 2016,
affirmed at C LGD5, 86%

Speculative grade liquidity, unchanged SGL-4

Rating outlook, Negative

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

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
provider of service, repair and overhaul services, and industrial
cleaning services to the energy and power generation sectors.
Revenues for the last twelve months ended September 30, 2011 were
approximately $464 million. Ontario Teacher's Private Equity is
the company's primary equity holder.


ART OF LIFE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Art of Life, Inc.
        3020 Darnell Road
        Philadelphia, PA 19154

Bankruptcy Case No.: 12-10596

Chapter 11 Petition Date: January 24, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Robert Neil Braverman, Esq.
                  LAW OFFICE OF ROBERT BRAVERMAN, LLC
                  1515 Market Street, 15th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 928-9199
                  E-mail: robert@bravermanlaw.com

Scheduled Assets: $629,326

Scheduled Liabilities: $1,634,096

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/paeb12-10596.pdf

The petition was signed by Nikanor Broytman, president.


ATLANTIC & PACIFIC: Judge Drain Approves $750 Mil. Term Loan
------------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that Judge Robert D.
Drain of U.S. Bankruptcy Court in White Plains, New York, approved
the $400 million revolving loan and $350 million term loan from
J.P. Morgan Chase & Co. and Credit Suisse AG, without which Great
Atlantic & Pacific Tea Co. said its exit from Chapter 11 would be
"uncertain."

According to the report, J.P. Morgan itself will fund $75 million
of the revolving loan, Credit Suisse will put in $25 million, and
the rest will be syndicated to other lenders.  That process is
under way, the report quotes Kirkland & Ellis LLP's Ray C.
Schrock, an A&P lawyer, as saying.

The report relates that the money is a linchpin of A&P's
bankruptcy-exit proposal, a final hearing on which is set for next
month.  Judge Drain has approved a procedural motion that allows
A&P the exclusive right to file its own bankruptcy plan without
rival offers through the middle of June, just in case its current
proposal falls apart.

The report says Judge Drain also said A&P could close an
additional 14 of its stores, bringing the number of stores it has
closed or plans to close to near 50.  The company had more than
300 when it entered bankruptcy in late 2010.  Mr. Schrock said the
additional 14 stores weren't just underperforming, but also had
dim prospects of recovering.  Retail liquidation company Gordon
Brothers Group LLC will advise the company on the going-out-of-
business sales.

The report adds that A&P's restructuring plan, which is now in the
hands of creditors who will vote on it, is based on $490 million
debt and equity financing from a group led by supermarket mogul
Ron Burkle's Yucaipa Cos.  A&P's official committee of unsecured
creditors said it supports the plan, although some objections are
rolling in from other parties.  A&P's plan will repay secured
lenders in full, with some money left over for the unsecured
creditors.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

On Nov. 14, 2011, the Company filed with the Bankruptcy Court a
proposed Chapter 11 plan.  On Dec. 20, 2011, the Bankruptcy Court
approved the adequacy of information in the disclosure statement
explaining the Plan.  The deadline for voting on the Plan was
Jan. 24, 2012.  A hearing before the Bankruptcy Court on the
confirmation of the Plan is scheduled for Feb. 6, 2012.


ATRINSIC INC: To Record $1.2MM Impairment Charge for Fiscal 2011
----------------------------------------------------------------
The officers of Atrinsic, Inc., have concluded that a charge for
impairment of approximately $1,200,000 is required under generally
accepted accounting principles applicable to the Company, which
charge will be reflected in the Company's financial statements for
the fiscal year ended Dec. 31, 2011.  The impairment charge will
not result in any cash expenditures by the Company.  The charge is
being incurred in connection with the termination of that certain
Master Services Agreement by and between the Company and Brilliant
Digital Entertainment, Inc., dated March 26, 2010, as amended, and
the termination of that certain Marketing Services Agreement by
and between the Company and Brilliant Digital Entertainment, Inc.,
dated March 26, 2010, as amended, which terminations were
previously reported on the Company's Current report on Form 8-K
filed with the Securities and Exchange Commission on Dec. 29,
2011.  The agreements were previously recorded as intangible
assets on the Company's balance sheet and the Company has
determined that the assets have no further value.

                        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.


BELO CORP: Moody's Raises Corporate Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service upgraded Belo Corp.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) each to Ba2
from Ba3. Moody's also upgraded the company's $250 Million 6.75%
Notes, $200 Million 7.75% Senior Debentures and $250 Million 7.25%
Debentures each to Ba3, LGD5 -- 70% from B1, LGD5 -- 72%. The
upgrades reflect the company's improved operating performance and
credit metrics as well as management's stated strategy to reduce
leverage. Moody's also changed the rating outlook to stable from
positive. The company's $275 Million 8% Guaranteed Senior Notes
were affirmed at Ba1, LGD2 -- 23% and the Speculative Grade
Liquidity Rating (SGL) is unchanged at SGL -- 2.

Upgrades:

   Issuer: Belo Corp.

   -- Corporate Family Rating: Upgraded to Ba2 from Ba3

   -- Probability of Default Rating: Upgraded to Ba2 from Ba3

   -- 6.75% Notes due May 2013 ($175.7 million outstanding):
      Upgraded to Ba3, LGD5 -- 70% from B1, LGD5 -- 72%

   -- 7.75% Senior Debentures due June 2027 ($200 million
      outstanding): Upgraded to Ba3, LGD5 -- 70% from B1, LGD5 ?
      72%

   -- 7.25% Debentures due September 2027 ($240 million
      outstanding): Upgraded to Ba3, LGD5 -- 70% from B1, LGD5 ?
      72%

Unchanged:

   Issuer: Belo Corp.

   -- 8% Guaranteed Senior Notes due November 2016 ($270.9 million
      outstanding): Affirmed Ba1, LGD2 -- 23%

   -- Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Outlook Actions:

   Issuer: Belo Corp.

   -- Outlook, Changed to Stable from Positive

RATINGS RATIONALE

Belo's Ba2 Corporate Family Rating (CFR) is based on its
consistently leading market position in local broadcast television
that generates solid profit margins and good cash flow, as well as
management's focus on maintaining leverage below 4x. "Belo
generates the majority of its revenue from cyclical advertising
spending, but ratings are supported by its good liquidity position
that provides flexibility should the economy weaken again. Two-
year average debt-to-EBITDA ratios of approximately 4.4x estimated
for December 31, 2011 (including Moody's standard adjustments)
reflect consistent improvement, and Moody's believes debt-to-
EBITDA ratios will improve further given Moody's expectations for
significant political advertising demand in 2012 combined with
management's intentions to further reduce debt balances," stated
Carl Salas, Moody's VP and Senior Analyst. Ratings incorporate the
potential for Belo to gradually increase its cash distributions to
shareholders, but Moody's projects free cash flow will remain in
the mid to high-single digit range over the rating horizon with
the boost from Olympics and political revenue in 2012. Liquidity
is good with a $200 million extended revolver due 2016 and good
EBITDA cushion to financial maintenance covenants under the
revolver agreement.

The stable rating outlook reflects Moody's expectation that Belo
will maintain 2-year average, debt-to-EBITDA ratios below 4.5x
(including Moody's standard adjustments) and 2-year average, mid-
single digit free cash flow-to-debt ratios. The outlook
incorporates the potential for Belo to increase its dividend
payout as operating performance improves and to fund a modest
level of share repurchases with excess cash. In the first half of
2011, Belo re-introduced a $0.05 quarterly dividend (approximately
$21 million annually).

Ratings could be downgraded if 2-year average debt-to-EBITDA
ratios are sustained above 4.5x (including Moody's standard
adjustments) due to operating weakness, acquisitions or cash
distributions to shareholders. Failure to maintain good liquidity
including a comfortable EBITDA cushion to financial covenants to
absorb a cyclical downturn in revenue could also result in a
downgrade. Ratings could be upgraded if management demonstrates a
commitment to balance debt holder returns with those of its
shareholders. Moody's also needs assurances that the company will
operate in a financially prudent manner consistent with a higher
rating including maintaining 2-year average debt -to-EBITDA ratios
below 3.0x, free cash flow-to-debt ratios in the low double digit
range or above, and good liquidity.

The principal methodology used in rating Belo was the Global
Broadcast Industry Methodology published in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Belo Corp., headquartered in Dallas, TX, owns 20 television
stations (98% of FY 2010 revenue) and their associated websites in
15 markets reaching more than 14% of US television households. The
company's station affiliations include ABC, CBS, NBC, FOX, CW, and
MNTV in markets ranked #5 to #113 with nine in the top 25 markets.
Belo also owns two local and two regional cable news channels and
holds ownership interests in two other cable news channels(2% of
FY 2010 revenue). As of September 2011 and eliminating options not
likely to be exercised, Robert W. Decherd (non-executive
chairman), James M. Moroney III (director) and Dealey D. Herndon
(director) owned approximately 10% of the economic interest in the
company and control approximately 49% voting power through a dual
class share structure, with remaining shares being widely held.
The revenue for the twelve months ended September 30, 2011, was
approximately $676 million.


BEYOND OBLIVION: Files for Chapter 11 in Manhattan
--------------------------------------------------
Beyond Oblivion Inc. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, in
Manhattan.

Beyond Oblivion, a New York-based digital music service provider,
estimated $100 million to $500 million in assets but just $1
million to $10 million in debts.

According to Reuters, Beyond Oblivion, a digital music startup
backed by Rupert Murdoch's News Corp. and investment bank Allen &
Co. director Snaley Shuman, filed for bankruptcy after spending
millions of dollars building a service that never saw the light of
day.

Beyond Oblivion aimed to compete with Apple Inc.'s iTunes.

Under its business plan, content providers were to be paid for
each download.  The Company would give away a limitless library of
digital music with devices that had the Beyond Oblivion software
pre-installed.  Such a plan would have had music licensing costs
running at tens of millions dollars even before it achieved any
scale, Reuters said.

The company raised $87 million from investors including News Corp.
and the Wellcome Trust.

The site filed for bankruptcy after it was unable to secure
financing even for an "orderly wind-down," according to court
papers.

Its two largest unsecured creditors were major music companies
Sony Music Entertainment and Warner Music Group who are each owed
$50 million for certain "trade debt."


BEYOND OBLIVION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Beyond Oblivion Inc.
        16 E. 40th Street, Suite 802
        New York, NY 11215

Bankruptcy Case No.: 12-10282

Chapter 11 Petition Date: January 24, 2012

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

Debtor's Counsel: Gerard Sylvester Catalanello, Esq.
                  DUANE MORRIS LLP
                  1540 Broadway
                  New York, NY 10036
                  Tel: (212) 692-1000
                  Fax: (212) 692-1020
                  E-mail: gcatalanello@duanemorris.com

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

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

The petition was signed by James Heindlmeyer, CFO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sony Music Entertainment           Trade Debt          $50,000,000
550 Madison Avenue
New York, NY 10022

Warner Music Inc.                  Trade Debt          $50,000,000
75 Rockefeller Plaza
New York, NY 10019

Vice UK Ltd.                       Trade Debt             $300,000
New North Place
London, England
EC2A 4JA

Cardinal Peak                      Trade Debt             $152,030

Arxan Technologies, Inc.           Trade Debt             $150,000

Intertrust Technologies            Trade Debt             $136,667
Corporation

Chadbourne & Parke LLP             Trade Debt             $126,732

Rovi Data Solutions                Trade Debt              $90,000

Greenberg Traurig                  Trade Debt              $84,139

Frog Design Inc.                   Trade Debt              $80,440

Equinix, Inc.                      Trade Debt              $73,069

QA Concept                         Trade Debt              $48,775

Duff Research LLC                  Trade Debt              $41,615

MusicAlly Ltd.                     Trade Debt              $41,132

Blakemore & Mitsuki                Trade Debt              $40,559

Kurzman Eisenberg Corbin & Lever   Trade Debt              $31,510

Seacert Corporation                Trade Debt              $30,701

GiantSteps Media                   Trade Debt              $30,000

Caliper Life Sciences, Inc.        Trade Debt              $28,379

Contract Office Group, Inc.        Trade Debt              $26,561


BHI INTERNATIONAL: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BHI International, Inc.
        P.O. Box 1470
        Washington, DC 20013

Bankruptcy Case No.: 12-00039

Chapter 11 Petition Date: January 24, 2012

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: William C. Johnson, Jr., Esq.
                  LAW OFFICES OF WILLIAM C. JOHNSON, JR.
                  1229 15th Street NW
                  Washington, DC 20005
                  Tel: (202) 525-2958
                  Fax: (202) 525-2961
                  E-mail: wjohnson@dcmdconsumerlaw.com

Scheduled Assets: $5,006,200

Scheduled Liabilities: $2,428,900

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/dcb12-00039.pdf

The petition was signed by Jason Saunders, president.


BLITZ USA: Files Schedules of Assets and Liabilities
----------------------------------------------------
Blitz U.S.A. Inc., Blitz Acquisition Holdings, Inc., F3 Brands
LLC, LAM 2011 Holdings, LLC, Blitz Acquisition, LLC, and Blitz RE
Holdings, LLC, have filed with the U.S. Bankruptcy Court for the
District of Delaware their schedules of assets and liabilities,
disclosing:

A. Blitz U.S.A., Inc.

  Name of Schedule                       Assets      Liabilities
  ----------------                       ------      -----------
A. Real Property                             $0
B. Personal Property                $36,194,434
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $36,096,960
E. Creditors Holding
   Unsecured Priority Claims                            $137,707
F. Creditors Holding
   Unsecured Non-priority Claims                      $5,193,910
                                    -----------      -----------
      TOTAL                         $36,194,434      $41,428,577

B. Blitz Acquisition Holdings, Inc.

  Name of Schedule                       Assets      Liabilities
  ----------------                       ------      -----------
A. Real Property                             $0
B. Personal Property                $19,094,060
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $36,096,960
E. Creditors Holding
   Unsecured Priority Claims                                  $0
F. Creditors Holding
   Unsecured Non-priority Claims                     $17,000,000
                                    -----------      -----------
      TOTAL                         $19,094,060      $53,096,960

C.  F3 Brands LLC

  Name of Schedule                       Assets      Liabilities
  ----------------                       ------      -----------
A. Real Property                             $0
B. Personal Property                $17,611,258
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $36,096,960
E. Creditors Holding
   Unsecured Priority Claims                              $4,370
F. Creditors Holding
   Unsecured Non-priority Claims                      $1,747,303
                                    -----------      -----------
      TOTAL                         $17,611,258      $37,848,634

D. LAM 2011 Holdings, LLC

  Name of Schedule                       Assets      Liabilities
  ----------------                       ------      -----------
A. Real Property                             $0
B. Personal Property                 $1,500,000
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                             $0
E. Creditors Holding
   Unsecured Priority Claims                                  $0
F. Creditors Holding
   Unsecured Non-priority Claims                              $0
                                    -----------      -----------
      TOTAL                          $1,500,000               $0

E. Blitz Acquisition, LLC

  Name of Schedule                       Assets      Liabilities
  ----------------                       ------      -----------
A. Real Property                             $0
B. Personal Property                 $6,037,758
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $36,096,960
E. Creditors Holding
   Unsecured Priority Claims                                  $0
F. Creditors Holding
   Unsecured Non-priority Claims                      $2,529,187
                                    -----------      -----------
      TOTAL                          $6,037,758      $38,626,148

F. Blitz RE Holdings, LLC

  Name of Schedule                       Assets      Liabilities
  ----------------                       ------      -----------
A. Real Property                     $5,000,000
B. Personal Property                 $5,694,000
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                    $36,096,960
E. Creditors Holding
   Unsecured Priority Claims                             $30,969
F. Creditors Holding
   Unsecured Non-priority Claims                              $0
                                    -----------      -----------
      TOTAL                         $10,694,000      $36,127,930

Copies of the schedules are available for free at:

    http://bankrupt.com/misc/blitzu.s.a.sal.pdf
    http://bankrupt.com/misc/blitzacquisitionholdings.sal.pdf
    http://bankrupt.com/misc/f3brands.sal.pdf
    http://bankrupt.com/misc/lam2011.sal.pdf
    http://bankrupt.com/misc/blitzacquisition.sal.pdf
    http://bankrupt.com/misc/blitzre.sal.pdf

About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.  Debtor-affiliate Blitz Acquisition estimated assets and
debts at $50 million to $100 million.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured
loan from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq. -- sory@fdlaw.com -- at
Frederic Dorwart Lawyers in Tulsa.


BLITZ USA: Wins OK to Tap Capstone as Investment Banker
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Blitz U.S.A., Inc., et al., permission to employ Capstone
Financial Group, Inc., as the Debtors' investment banker in
connection with the sale of the assets of F3 Brands LLC, pursuant
to Sections 327(a) and 328(a) of the Bankruptcy Code, nunc pro
tunc to the petition date, on the terms set forth in the
engagement letter between Capstone and Debtor F3 Brands LLC, dated
as of Nov. 23, 2011 (as amended by the First Amendment).

A copy of the Capstone employment order is available for free at:

           http://bankrupt.com/misc/blitzusa.doc156.pdf

As reported in the TCR on Dec. 5, 2011, upon retention, Capstone
Financial Group will, among other things:

    a. assist in efforts regarding a possible transaction for F3
       involving the sale of substantially all of F3's assets
       pursuant to a sale process conducted under Sec. 363 of the
       Bankruptcy Code;

    b. conduct a review of F3 in detail sufficient to indemnify
       the elements which contribute to its value; and

    c. prepare a descriptive Corporate Memorandum concerning F3,
       which Corporate Memorandum shall not be made available to
       or used in discussions with prospective acquirers until
       both it and is use for the purpose have been approved by
       F3.

The firm will be compensated through a retention fee of $25,000
upon Court approval.

The firm will receive a "A Performance Fee" of:

   1. 5% of the 1st $5 million of the Enterprise Value of the
      Transaction, plus

   b. 2.5% of the 1st $5 million of the Enterprise Value of the
      Transaction, plus

   c. 1% of the amount thereafter  of the Enterprise Value of the
      Transaction.

M. Daniel Smith, President of Capstone Financial Group, Inc.,
attested that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.  Debtor-affiliate Blitz Acquisition estimated assets and
debts at $50 million to $100 million.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured
loan from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq. -- sory@fdlaw.com -- at
Frederic Dorwart Lawyers in Tulsa.


BLITZ USA: U.S. Trustee Appoints 7-Member Creditors' Committee
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to Sec. 1102(a)(1) of the Bankruptcy Code, appointed
seven unsecured creditors to serve on the Committee of Unsecured
Creditors of Blitz, U.S.A., Inc.:

      1. Jarden Plastic Solutions
         Attn: Mark Gettig
         1303 South Batesville Road
         Greer, SC 29650
         Tel: (864) 879-8100
         Fax: (864) 877-4976

      2. Entec Polymers, LLC
         Attn: Melanie Q. Bourbonnais
         1900 Summit Tower Blvd., Suite 900
         Orlando, FL 32810
         Tel: (407) 659-5203


      3. Bekum America Corporation
         Attn: Owen Johnston
         1140 W. Grand River
         Williamston, MI 48895-0567
         Tel: (517) 655-7153
         Fax: (517) 655-7118

      4. Ronald W. Mills
         c/o Richardson, Patrick, Westbrook & Brickman, LLC
         1730 Jackson Street
         P.O. Box 1368
         Barnwell, SC 29812
         Tel: (803) 541-7850
         Fax: (803) 541-9625

      5. Eric Balch
         c/o Watts, Guerra & Craft,
         4 Dominion Drive, Bldg. One
         San Antonio, TX 78257
         Tel: (210) 448-0500
         Fax: (210) 448-0501

      6. David Calder
         c/o The Anderson Law Firm
         4245 Kemp, Suite 810
         Wichita Falls, TX 76308
         Tel: (866) 691-7600

      7. Karen Gueniot-Kornegay
         c/o Breneman Dungan, LLC
         311 Delaware Street
         Kansas City, MO 64105
         Tel: (816) 421-0114.

About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.  Debtor-affiliate Blitz Acquisition estimated assets and
debts at $50 million to $100 million.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured
loan from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq. -- sory@fdlaw.com -- at
Frederic Dorwart Lawyers in Tulsa.


BROADWAY BLUFFS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Broadway Bluffs #2, LLC
        P.O. Box 1037
        Columbia, MO 65205

Bankruptcy Case No.: 12-20058

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: J. Brian Baehr, Esq.
                  THE BAEHR LAW FIRM, P.C.
                  2511 Broadway Bluffs Drive
                  Columbia, MO 65201
                  Tel: (573) 499-1310
                  Fax: (573) 499-1315
                  E-mail: brian@baehrlaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

   Debtor                               Case No.
   ------                               --------
Broadway Bluffs #4, LLC                 12-20059
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Jay Lindner, member.

In its list of 20 largest unsecured creditors, each of the Debtors
identified only one party:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
CADC/RADC Venture         Commercial real        $4,200,000
2011-1, LLC               estate
465 North Halstead St.
Suite 130
Pasadena, CA 91107


BONAVIA TIMBER: Hires Northwest Farm & Ranch as Appraiser
---------------------------------------------------------
Bonavia Timber Company LLC, fdba Pacific Northwest Tree Farms LLC,
asks permission from the U.S. Bankruptcy Court for the District of
Oregon to employ Northwest Farm & Ranch Appraisals LLC as
appraiser for the Debtor.

The Debtor expects that valuation of its properties including the
Ukiah, Meacham, and Cunha properties will be a significant issue
in its case.

The Debtor has agreed to compensate Northwest Farm at its rate of
$850 per day in accordance with Northwest Farm's ordinary and
customary rates.  The Northwest Farm professional who will be
responsible for providing these services is Robert Burns, CPA --
nwfarm@wtechlink.us

Northwest Farm has not provided any professional services to the
Debtor within the 12-month period preceding the Petition Date.

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

                     About Bonavia Timber

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011.  The case has been
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq., at Tonkon
Torp, serve as the Debtor's counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million.


BUILDERS FIRSTSOURCE: S&P Affirms 'CCC' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Dallas-based Builders FirstSource Inc. "At the same
time, we lowered our issue-level rating on the company's unsecured
notes to 'CC' from 'CCC-' and revised our recovery rating to '6'
from '5' to reflect diminished recovery prospects given a higher
level of first-lien obligations. The '6' recovery rating indicates
our expectation for a negligible (0% to 10%) recovery in the event
of a payment default," S&P said.

"The rating on Builders FirstSource reflects our assessment of the
company's business risk profile as 'vulnerable' and its financial
risk profile as 'highly leveraged' (as our criteria define these
terms)," S&P said.

"Our vulnerable business risk opinion acknowledges that the
company's revenues are down nearly 70% from their cyclical peak.
Recent sales improved modestly off of deep lows, but we do not
anticipate a more-robust recovery until 2013 at the earliest,"
said Standard & Poor's credit analyst James Fielding. "Our highly
leveraged financial risk assessment reflects a heavy debt burden
that was exacerbated by a new secured term loan. However, the cash
proceeds from the new loan provided the company much needed
financial flexibility, such that we now view its liquidity profile
to be adequate despite our expectation for operating cash flow
deficits over the next 12 months."

"Builders FirstSource appears to be on track to generate $730
million to $740 million of revenue in fiscal 2011, up modestly
from $700 million in 2010 but down substantially from a peak of
more than $2.3 billion in 2005. The company has significantly
downsized its production capacity and overhead structure but, in
our view, is still likely to generate about $20 million of
negative adjusted EBITDA for the year. However, this marks an
improvement over a $37 million adjusted EBITDA deficit in fiscal
2010," S&P said.

"Our baseline scenario for 2012 assumes that U.S. housing starts
improve by about 17% and that Builders FirstSource's revenues
improve 20% as the company gains market share because several of
its competitors have downsized or exited the business entirely. We
expect negligible EBITDA under this scenario and for leverage to
remain very high (at about 100% of total capital). Assuming the
company preserves sufficient liquidity to continue to fund working
capital needs, EBITDA could increase more significantly (close to
$30 million) in 2013, when we expect a larger 29% jump in U.S.
housing starts. However, under this scenario EBITDA is still
unlikely to fully cover an estimated $37 million of annual
interest expense," S&P said.

"The negative rating outlook reflects our opinion that the
extremely difficult operating conditions for Builders FirstSource
won't meaningfully abate until 2013 at the earliest. We would
lower our rating if conditions don't improve gradually in the
interim and the company posts larger-than-anticipated cash flow
deficits, so that its cash balance approaches the $35 million
minimum covenant threshold," Mr. Fielding continued. "In our
opinion, an upgrade is unlikely in the next 12 months unless
operating conditions improve much more quickly than we anticipate
and the company obtains sufficient liquidity to fund higher
working capital needs commensurate with significantly higher than
currently anticipated sales."


BYSYNERGY LLC: Case Converted to Chapter 7
------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
converted BySynergy LLC's Chapter 11 bankruptcy case to one under
Chapter 7, and directed the Debtor to file documents, including a
schedule of unpaid debts incurred during the Chapter 11
proceeding; amended schedules listing assets as of the date of
conversion to Chapter 7; and a final report and account to include
an accounting of all assets listed in the Chapter 11 schedules and
a complete inventory of all assets remaining at the time of
conversion.

The U.S. Trustee for Region 14 will convene a meeting of BySynergy
LLC's creditors on Jan. 27, 2012, at 11:00 a.m., at U.S. Trustee
Meeting Room, City Council Chambers, 201 South Cortez, Prescott,
Arizona.

Creditors are required to file their proofs of claim not later
than April 26, 2012 (except for a government unit) and May 28,
2012 for a government unit.

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.

                       About BySynergy LLC

Based in Sedona, Arizona, BySynergy LLC is a single purpose,
single asset Delaware limited liability company that primarily
owns 103 single family detached Finally Platted Lots in Yavapai
County, known as Bella Terra on Oak Creek.  BySynergy filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 08-07680) on
June 25, 2008.  Jonathan P. Ibsen, at Jaburg & Wilk PC, represents
the Debtor as its counsel.  Steven J. Brown, Esq., at Steve Brown
& Associates LLC, represents the Official Committee of Unsecured
Creditors as counsel.  When BySynergy LLC filed for protection
from its creditors, it estimated assets of between $10 million and
$50 million, and debts of between $10 million and $50 million.


C&M RUSSELL: Hires Coldwell Banker as Broker
--------------------------------------------
C & M Russell LLC seeks permission from the U.S. Bankruptcy Court
for the Central District of California to employ Coldwell Banker
to act as the Debtor's real estate broker.

The Debtor desires to sell these two residential apartment
buildings:

  Address                                      Listing Price
  -------                                      -------------
  2120 Vanderbilt Avenue, Redondo Beach,
  California ("2120")                             $1,650,000

  2722 Vanderbilt Avenue,
  Redondo Beach, California ("2722")              $2,500,000

The Debtor believes that the sale of the two properties is in the
best interest of the Estate as the net revenue derived from these
properties is, and likely will continue to be, insufficient to
service the debt presently encumbering the properties.

The Broker has not received a retainer. Pursuant to the terms
contained in the parties' Listing Agreements, the Broker will be
entitled to a 5% commission for each of the Properties.  The sales
are subject to Court approval and closing of the sales.

Bill Slimming, an agent of Coldwell Banker, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro se
Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No. 11-
49889) on Sept. 21, 2011.  C & M Russell filed for another Chapter
11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20, 2011.
Judge Sandra R. Klein presides over the case.  Alan G. Tippie,
Esq., and Avi E. Muhtar, Esq., at SulmeyerKupetz, serve as the
Debtor's counsel.  In the second petition, the Debtor scheduled
assets of $17,499,500 and debts of $9,300,331.  The petition was
signed by Mattie B. Evans, chief executive member.


C&M RUSSELL: Hires Kenneth Blake as Accountant
----------------------------------------------
C & M Russell LLC asks for permission from the U.S. Bankruptcy
Court for the Central District of California to employ Kenneth
Blake, CPA, as accountant.

Mr. Blake will be the only person performing services for the
Debtor as accountant.  Mr. Blake's current billing rate is $150 an
hour.  Mr. Blake will charge $0.10 per page for copies and faxes,
and will bill the Debtor for actual costs for U.S. postage as
incurred.

Mr. Blake attests that he is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The accountant can be reached at:

          Kenneth Blake, CPA
          440 S. Brea Blvd., Suite B
          Brea, CA 92821
          Tel: 714 529-1040
          E-mail: ken@kenblakecpa.com

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro se
Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No. 11-
49889) on Sept. 21, 2011.  C & M Russell filed for another Chapter
11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20, 2011.
Judge Sandra R. Klein presides over the case.  Alan G. Tippie,
Esq., and Avi E. Muhtar, Esq., at SulmeyerKupetz, serve as the
Debtor's counsel.  In the second petition, the Debtor scheduled
assets of $17,499,500 and debts of $9,300,331.  The petition was
signed by Mattie B. Evans, chief executive member.


CARBON ENERGY: Opposes Case Conversion or Trustee Appointment
-------------------------------------------------------------
Carbon Energy Holdings, Inc., and Carbon Energy Reserve Inc., ask
the Bankruptcy Court to deny the motion filed by Beartooth Land
Company, LP, for an order converting their Chapter 11 cases to
cases under Chapter 7 of the Bankruptcy Code, or, in the
alternative directing the appointment of a Chapter 11 Trustee.
The Debtors aver that the Motion is premature and is not supported
by the facts of this case.

Carbon Energy's only asset of significance is its ownership
interest in Debtor CER, which in turn owns certain real property
and a large deposit of coal located on approximately 8,200
contiguous acres of real property in Carbon County, Montana.

As previously reported by the TCR on Dec. 27, 2011, Beartooth Land
relates the Debtors' controlling shareholders and management
remain in a deadlock, and the Debtors are unable to move the
Chapter 11 cases forward and realize any return for Debtors'
constituents.  Beartooth Land asserts that it is in the best
interests of all parties-in-interest to have an independent
trustee appointed to liquidate the Debtors' assets.  Beartooth
Land has offered to purchase the Debtors' sole asset for a gross
purchase price of $15 million.

The Debtors denied Beartooth's allegation that they are not moving
their bankruptcy cases forward.  The Debtors said they have been
diligently trying to complete the required financial reports and
produce a plan of reorganization.

"All parties are aware of the delays in this case, including the
dispute over control of the Company, the self-interested and
debilitating actions of the Beartooth and the Former Managers, and
the delay caused by Debtor being forced to subpoena financial
records in order to complete necessary reports.  Debtor has been
actively and diligently attempting to comply with the chapter 11
requirements in an effort to maximize value for Debtor,
shareholders, and creditors."

Contrary to Beartooth's assertions, the Debtors argue that the
only way to maximize value for their property is to obtain the
highest and best offer for the Coal Rights, adding that
"Beartooth's only interest in this case is to obtain the property
as cheaply as possible."

                   About Carbon Energy Holdings

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.  Carbon Energy Holdings
Inc. disclosed $0 in assets and $146,270 in liabilities in its
schedules filed in court.  Carbon Energy Reserve Inc. scheduled
$40,000,000 in assets and $2,009,573 in liabilities.  Kolesar &
Leatham Chtd. acts as the Debtors' general counsel.


CDC CORP: U.S. Trustee Appeals Denial of Chapter 11 Trustee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though CDC Corp. turned virtually all corporate
authority over to a chief restructuring officer, the U.S. Trustee
in Atlanta wasn't satisfied.  This week, the bankruptcy watchdog
for the Justice Department filed an appeal from the order of the
bankruptcy court authorizing the chief restructuring officer's
appointment in lieu of a Chapter 11 trustee.

Mr. Rochelle recounts that CDC was confronted in December with
motions by a creditor and the U.S. Trustee for appointment of a
Chapter 11 trustee.  To fend off the effort, CDC agreed with
everyone aside from the U.S. Trustee in late December on the
selection of a chief restructuring officer to exercise almost all
the powers that would vest in a Chapter 11 trustee, along with
those that otherwise would remain with the board and corporate
officers.  The judge also ruled that CDC's exclusive right to file
a Chapter 11 plan will end on Jan. 31, at the latest.

According to Mr. Rochelle, the U.S. Trustee nonetheless filed an
appeal, contending it was improper on the facts not to impose a
Chapter 11 trustee.

                          About CDC Corp

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

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


CEDAR FAIR: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Sandusky, Ohio-based Cedar
Fair L.P on CreditWatch with positive implications.

"The CreditWatch listing follows the company's recent preliminary
guidance with respect to performance in 2011. In addition, Cedar
Fair's new management team provided a greater level of clarity
with respect to its financial policy, including the company's
outlook regarding distribution levels and its goals with respect
to leverage," S&P said.

"We believe that the company's recent strong performance, in
conjunction with the financial policy details articulated in the
company's public investor presentation, positions Cedar Fair to
maintain leverage below 4.5x over the long term," said Standard &
Poor's credit analyst Ariel Silverberg, "a level we believe would
support a higher rating given our assessment of Cedar Fair's
business risk profile as 'fair' (as defined in our criteria). As
of Dec. 31, 2011, we estimate adjusted leverage and interest
coverage were around 4.3x and 2.5x."

"In resolving the CreditWatch listing, we will update our longer
term forecast for Cedar Fair, incorporating the company's guidance
on distribution policy and target leverage, and consider its
ability to maintain leverage below 4.5x. We would view this level
of leverage as in line with a higher rating, given our assessment
of Cedar Fair's business risk profile as fair. We believe a
potential upgrade would likely be limited to one notch and expect
to resolve the CreditWatch within the next few weeks," S&P said.


CENTURY PLAZA: Court OKs Crane Heyman as Attorneys
--------------------------------------------------
Century Plaza LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Crane, Heyman, Simon, Welch & Clar as its counsel.  The Debtor has
selected Crane Heyman because of that firm's considerable
experience in matters of this nature.

Crane Heyman's current hourly rates are:

           Eugene Crane           $485
           Glenn R. Heyman        $485
           Arthur G. Simon        $450
           David K. Welch         $450
           Scott R. Clar          $450
           Jeffrey C. Dan         $375
           John H. Redfield       $360

The Debtor agrees to reimburse the firm for its expenses.

Prior to the Petition Date, the Debtor paid Crane Heyman $75,000
as retainer for its representation of the Debtor in its bankruptcy
case.

David K. Welch, Esq., attests to the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Anderson & Anderson PC serves as the Debtor's
local bankruptcy counsel.  The Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CENTURY PLAZA: Hires Burke Warren Mackay as Special Counsel
-----------------------------------------------------------
Century Plaza LLC asks permission from the U.S. Bankruptcy Court
for the Northern District of Indiana to employ Burke Warren Mackay
& Serritella PC as special counsel.

The Debtor paid the firm a $60,000 retainer.  BWM&S holds a
$1,002.50 prepetition claim against the Debtor.

Jeffrey D. Warren, Esq., a managing partner at Burke Warren,
attests that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson PC serves as the Debtor's
local bankruptcy counsel.  The Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CENTURY PLAZA: Hires Anderson & Anderson as Bankruptcy Counsel
--------------------------------------------------------------
Century Plaza LLC asks permission from the U.S. Bankruptcy Court
for the Northern District of Indiana to employ Anderson & Anderson
PC as local bankruptcy counsel.

Prior to the filing of the company's bankruptcy, Anderson &
Anderson was paid $5,000 by the Debtor as retainer.  All
compensation and reimbursement of expenses to Anderson & Anderson
are subject to further Court order.

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

The firm may be reached through Richard E. Anderson, Esq. --
randerson@andersonandandersonpc.com

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  The Debtor estimated assets and debts of $10
million to $50 million.  The petition was signed by Richard Dube,
president of Tri-Land Properties, Inc., manager.


CENTURY PLAZA: Can Use PrivateBank Cash Collateral Until Feb. 29
----------------------------------------------------------------
The Hon. J. Philip Klingeberger U.S. Bankruptcy Court for the
Northern District of Indiana Century Plaza LLC authorized, on an
interim basis, Century Plaza LLC to use PrivateBank and Trust
Company's cash collateral during the period Jan. 1 through
Feb. 29.

The Debtor will use the cash collateral to fund its business
operations postpetition.  The Debtor is authorized to make
expenditures plus more than 10% of the total proposed expenses,
unless otherwise agreed by the lender or upon further Court order.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will:

   -- grant the lender authorization to inspect, upon reasonable
      notice, the Debtor's book and records;

   -- maintain and pay premiums for insurance to cover all of its
      assets from fire, theft and water damage;

   -- maintain sufficient cash reserves for the payment of current
      real estate taxes when the real estate taxes become due and
      payable;

   -- upon reasonable request, make available to the lender
      evidence of that which constitutes it collateral or
      proceeds, and

   -- maintain the property in good repair and properly manage the
      property.

The Debtor set a final hearing on Feb. 29 at 1:30 p.m. on the
requested access to the cash collateral.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson PC serves as the Debtor's
local bankruptcy counsel.  The Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CHARLIE'S 76: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Ben Sutherly at Dayton Daily News reports that Charlie's 76 Plaza
Inc., dba Charlie's Marathon, filed on Jan. 19, 2012, for Chapter
11 protection in U.S. Bankruptcy Court in Ohio, citing assets
between $500,001 and $1 million, and its debts between $1 million
to $10 million.  According to the report, state liens have been
filed in Montgomery County against Charlie's 76 Plaza.

Charlie's 76 Plaza operates a fuel station located at 4001 S.
Dixie Drive in Moraine, Ohio.

A case summary for Charlie's 76 is in the Jan. 25, 2012 edition of
the Troubled Company Reporter.


CHESTER DOWNS: Moody's Assigns 'B3' Rating to $315-Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Chester Downs
and Marina, LLC's proposed $315 million senior secured notes due
2020. Moody's affirmed Chester's B3 Corporate Family Rating and
will withdraw the B3 rating of its senior secured term loan once
the transaction closes and the debt is extinguished. At the same
time, Chester's Probability of Default Rating was upgraded to B2
from B3. The rating outlook is stable.

Ratings assigned:

Proposed $315 million senior secured notes due 2020 at B3 (LGD 4,
67%)

Rating affirmed:

Corporate Family Rating at B3

Rating upgraded:

Probability of Default Rating to B2 from B3

Rating affirmed and to be withdrawn at close of the transaction:

$230 million first lien term loan at B3 (LGD 4, 52%)

RATINGS RATIONALE

Chester intends to use the net proceeds from the proposed offering
to repay its existing first lien term loan and to pay an
approximate $72 million dividend to its parent, Caesars
Entertainment Operating Company, Inc.

The affirmation of Chester's B3 Corporate Family Rating reflects
its small size, single property concentration risk, and high
leverage (pro-forma debt/EBITDA about 4.7x) relative to the
company's scale and limited diversification. Additionally, Chester
could face additional competition in 2013, if a nearby competitor
(SugarHouse) decides to move forward with the approved expansion
of its existing facility. Moody's ratings also consider the above
average population density and propensity to gamble of Chester's
primary market area -- Philadelphia. The Philadelphia market
quickly absorbed table games that generate a high win per unit per
day relative to other areas of Pennsylvania.

Chester is expected to generate positive free cash flow as its
capital spending declines. However, pursuant to the proposed bond
terms Chester has the ability to make more distributions to its
parent and repurchase 10% of its outstanding notes each year for
the first three years. Given the company's distribution history,
Moody's expects it is more likely Chester will make further
distributions to Caesars. As a result, Moody's does not expect
Chester to build significant levels of cash.

The upgrade to Chester's Probability of Default Rating to B2 --
one notch above the Corporate Family Rating -- reflects a change
in the company's expected recovery rate to 35% from 50% as a
result of the proposed change to an all bond capital structure, in
accordance with Moody's Loss Given Default Methodology.

The stable rating outlook reflects Moody's view that Chester's
EBITDA growth will moderate in 2012 given anemic macro-economic
conditions, and the absence of new growth catalysts, such as
additional slot positions.

A higher rating would require the company to improve and sustain
debt to EBITDA to below 4.0 times and EBIT to interest to above
1.5 times. Downward rating pressure could arise if debt to EBITDA
increases above 5.5 times or if EBIT to interest drops below 1.0
times and appear likely to remain at depressed levels.

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

Chester Downs and Marina, L.L.C. is an indirect, non-wholly owned
subsidiary of Caesars Entertainment, Inc. (Caa2/Stable). Chester
operates a 92,000 square foot racetrack casino located in Chester,
PA, approximately 15 miles southwest of Philadelphia. The property
features slots machines, table games and a harness race track. The
company generates approximately $375 million of net revenue
annually.


CITIZENS CORP: Wins Approval to Hire MGLAW as Counsel
-----------------------------------------------------
Citizens Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
MGLAW, PLLC, as its counsel.

The firm's current hourly rates are $395 for members, $175 to $265
for associates and $125 for paralegal.  The Debtor will reimburse
the firm for its expenses consistent with the firm's normal
practices.  On Nov. 28, 2011, the Debtor delivered to the firm an
initial retainer of $84,991.

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

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.
Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, serves as chairman of
the company.  He signed the Chapter 11 petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed lists of assets and liabilities showing property
worth $40.1 million and debt of $17.8 million.

As reported by the TCR on Jan. 24, 2012, Citizens Corp. filed
a reorganization plan offering to pay all creditors in full over
time, including Tennessee Commerce Bank and other secured lenders
owed $17.3 million.  Unsecured creditors, owed a combined $81,000,
would be paid off in equal installments over five years.


CLEARWIRE COMMS: Moody's Assigns 'B3' Rating to Note Offering
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Clearwire
Communications LLC's new $300 million first lien senior secured
note offering. As part of the rating action, Moody's affirmed the
Company's Caa2 corporate family rating, Caa3 probability of
default rating, and SGL-4 speculative grade liquidity rating. The
outlook is stable.

RATINGS RATIONALE

"Clearwire's note offering, in addition to the common equity
recently raised, provides the Company with much-needed capital to
begin its deployment of LTE as well as to cover its high fixed
costs," stated Moody's Senior Vice President, Dennis Saputo.
Moody's estimates that Clearwire's annual fixed costs (excluding
any LTE investment or further WiMAX expansion) total over $1.2
Billion, including minimum lease payments ($400M), spectrum lease
payments ($170M), interest expense ($475M, before additional
interest expense) and maintenance capex ($200M, Moody's estimate).
Clearwire has stated that an LTE overlay of their existing WiMAX
footprint will cost about $600M. Moody's anticipates Clearwire
will require additional funding sometime in the second half of
2012. This additional funding could be raised through the sale of
spectrum, vendor financing or additional debt and/or equity.

The company released preliminary 4Q'11 results. Clearwire
estimates that 4Q'11 adjusted EBITDA is positive due to a
combination of subscriber growth and considerable cost reductions
in cash operating expenses. The company also estimates that cash
and cash equivalents and investments were approximately $1.11B as
of December 31, 2011.

"Recent actions, including an improvement in relations with Sprint
and Clearwire's cost reduction actions taken last year, are
positive steps. However, Clearwire must still execute and deploy a
robust LTE network that will attract additional wholesale
customers," continued Saputo. Clearwire's efforts to broaden its
wholesale customer base were dealt a blow last month when Verizon
Wireless announced it had reached wholesale service and
distribution agreements with Comcast, Time Warner Cable, and
Bright House Networks. Although the cable networks represent a
small portion of Clearwire's current revenues, their alignment
with Verizon Wireless (with which they compete) in favor of
Clearwire (in which they own an equity stake) is representative of
the competitive challenge facing Clearwire. "With the departure of
the cable companies, Clearwire is now even more reliant upon
Sprint," concluded Saputo.

Clearwire's speculative grade liquidity (SGL) rating of SGL-4
reflects the company's cash burn rate, the lack of a revolving
credit facility and its inevitable need for new capital within
twelve months, despite the debt and equity offerings and an
agreement by Sprint to pay Clearwire about $620M for unlimited
WiMAX 4G services in 2012.

Clearwire's ratings could be raised if the company were to secure
the funding necessary to deploy a nationwide 4G network.

Clearwire's ratings could be lowered if the company is unable to
secure the funding necessary to deploy a nationwide 4G network.

Moody's has taken these rating actions:

   Issuer: Clearwire Communications LLC

   -- $300 Million Senior Secured 1st Lien Notes due 2017,
      Assigned B3 (LGD2 -- 19%)

   -- $2.695 Billion Senior Secured 1st Lien Notes due 2015, B3
      (LGD2 -- 19%) from B3 (LGD2 -- 17%)

   -- $500 Million Senior Secured 2nd Lien Notes due 2017, Caa3
      (LGD4 -- 57%) from Caa3 (LGD4 -- 54%)

The principal methodology used in rating Clearwire was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009 (and/or the Government-Related Issuers methodology,
published July 2010).


COACH AMERICA: Requires Loan to Pay Professional Fees
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coach America Holdings Inc. projects it will need to
borrow $24.4 million on the $30 million in financing being
provided for the Chapter 11 reorganization that began Jan. 3.  In
2012, Coach predicts it will generate receipts of $483.8 million,
before drawing the bank credit.  During the year, the company
expects to make operating disbursements of $439.3 million and pay
capital expense of $40.5 million.  The need to draw on the credit
results in significant part from a projected $19.2 million in
professional costs stemming from the bankruptcy reorganization.
There will be another $9.1 million in what the company called
"Chapter 11 Relief Payments," according to a report filed with the
bankruptcy court in Delaware.

Mr. Rochelle notes that the sufficiency of the Chapter 11 loan
depends on the ability to increase revenue to a high of $48
million in May, compared with $28.2 million this month. If
operations match the projection, 2012 would end with $26.3 million
owing on the Chapter 11 credit.  Coach already has interim
authority to borrow $14.8 million from some of the first-lien
lenders.  At a final financing hearing Jan. 27, the loan is
scheduled to 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
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.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting 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.

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.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.


COLOWYO COAL: Moody's Raises Bond Rating to 'A2' From 'B1'
----------------------------------------------------------
Moody's upgraded Colowyo Coal Funding's (CC Funding) bonds due
2016 to A2 from B1.

RATINGS RATIONALE

The multi notch rating upgrade is based on the unconditional
payment guarantee from Tri State Generation and Transmission
Association (Tri State) and Tri State's credit quality (Baa1
issuer rating). The rating also reflects the 2016 bond's strong
collateral since these bonds have been economically defeased
according to the indenture except for the 95-day waiting period.
As part of the defeasance, Tri State has deposited treasury notes
into an irrevocable trust for the benefit of the indenture
trustee. The treasury notes are unconditional obligations of the
United States of America. Proceeds from these deposits will be
used solely to make the remaining payments of principal and
interest on CC Funding's bonds due 2016.

On or about March 24, 2012, all conditions to the economic
defeasance shall have been met and the project finance protections
will be released except for the defeasance related assets and CC
Funding and Tri State's obligation to pay.

The stable outlook on CC Funding reflects the stable outlook on
Tri State and the rating outlook on CC Funding could be positively
or negatively affected if Tri-State's credit quality improves or
weakens, respectively.

The last rating action was in August 31, 2010 when CC Funding was
downgraded to B1 from Ba3.

The principal methodology used in this rating was U.S. Electric
Generation & Transmission Cooperatives published in December 2009.

Colowyo Coal Funding Corp. (CC Funding) is a special purpose
funding corporation and a subsidiary of Colowyo Coal Company LP,
which is 99% indirectly owned by Tri State Generation and
Transmission Association, Inc.


CONGRESS BUILDING: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Congress Building I, LLC
        210 West 5th Street, Suite 110
        Kansas City, MO 64105

Bankruptcy Case No.: 12-40205

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: lclaw@lcdlaw.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb12-40205.pdf

The petition was signed by Richard C. Watkins, managing member.


CONSTRUCTION SUPERVISION: Files for Ch. 11 Bankruptcy Protection
----------------------------------------------------------------
Chris Bagley at Triangle Business Journal reports that
Construction Supervision Services Inc. filed on Jan. 24, 2012, for
bankruptcy reorganization, due in part to a liquidity crunch that
gummed up what was still a growing business.  The Company listed
$8.2 million in assets and $8.98 million in debts.

The report says, despite the bankruptcy, Construction Supervision
Services has reported recent revenue growth.  Revenue increased
from about $10 million in 2007 to $19.2 million in 2010.  Last
year, that figure grew to $25.9 million.

The report relates that company President Jeremy Spivey said banks
have tightened the lines of credit that the company uses for day-
to-day operations.  For example, when determining how much to lend
to a construction firm, banks have begun to ignore what's known in
the industry as "retainage," Mr. Spivey said.  Retainage is the
final payment for a job, which a developer withholds until it is
100% complete.

The report says the company's largest creditors include the
federal government, owed $1 million; BB&T bank, with an $800,000
claim; and a wide range of trade creditors, including a half-dozen
with claims of more than $200,000.

Construction Supervision Services Inc. specializes in grading and
underground utilities work.


CRESCENT RESOURCES: Preference Suit Against Nexsen Dismissed
------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta dismissed the case CRESCENT
RESOURCES LITIGATION TRUST, BY AND THROUGH DAN BENSIMON, TRUSTEE,
v. NEXEN PRUET, LLC F/K/A NEXSEN PRUET JACOBS & POLLARD, LLC, Adv.
Proc. No. 11-01082 (Bankr. W.D. Tex.).  On May 11, 2011, Crescent
Resources Litigation Trust filed the lawsuit, alleging that the
Debtors, Crescent Resources and their affiliated entities made
preferential transfers to Nexsen Pruet in violation of 11 U.S.C.
Sec. 547 as well as fraudulent transfers in violation of 11 U.S.C.
Sec. 548.  Nexsen Pruet sought dismissal of the Complaint, arguing
that the suit does not provide any other factual details to
support the elements of either a preference claim or a fraudulent
transfer claim.  A copy of Judge Gargotta's Jan. 23, 2012
Memorandum Opinion is available at http://is.gd/jJ0IDqfrom
Leagle.com.

                      About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
was a real estate development and management organization which
developed, owned, leased, managed, and sold real estate since
1969.  Crescent Resources and its debtor-affiliates filed for
Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 09-11507) on
June 10, 2009, estimating more than $1 billion in assets and
debts.  Judge Craig A. Gargotta presided over the case.  Eric J.
Taube, Esq., at Hohmann, Taube & Summers, L.L.P., served as the
Debtors' bankruptcy counsel.  The Official Committee of Unsecured
Creditors in Crescent Resources tapped Martinec, Winn, Vickers &
McElroy, PC, as counsel.  On Dec. 20, 2010, the Court signed an
order confirming the Debtors' Revised Second Amended Joint Plan of
Reorganization.


CUSHING MANUFACTURING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Cushing Manufacturing & Equipment Company, Inc.
        2901 Commerce Road
        Richmond, VA 23224

Bankruptcy Case No.: 12-30350

Chapter 11 Petition Date: January 23, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Kevin A. Lake, Esq.
                  MCDONALD, SUTTON & DUVAL, PLC
                  5516 Falmouth Street, Suite 108
                  Richmond, VA 23230
                  Tel: (804) 643-0000
                  Fax: (804) 788-4427
                  E-mail: klake@mcdonaldsutton.com

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

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

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

The petition was signed by Randy Jennings, president/debtor
designee.


DALLAS ROADSTER: Wants to Employ DeMarcoMitchell as Counsel
-----------------------------------------------------------
Dallas Roadster, Limited, and IEDA Enterprise, Inc., seek
permission from the U.S. Bankruptcy Court for the Eastern District
of Texas to employ DeMarcoMitchell, PLLC, as their general
counsel.

The Debtors desire to compensate DeMarcoMitchell on an hourly
basis in accordance with the firm's usual rates together with any
reimbursement of the firm's actual and necessary expenses.  The
firm's current hourly rates are $300 for attorneys and $100 for
paralegals.

To the best of the Debtors' knowledge, DeMarcoMitchell, its
associates, shareholders, and other members, do not hold or
represent any interest adverse to the Debtors, or their estate, in
the matters upon which it is to be engaged.

              About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq., at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

TCB may be reached at:

          Texas Capital Bank, National Association
          c/o Jennifer Owen
          HIGIER ALLEN & LAUTIN, P.C.
          5057 Keller Springs Road, Suite 600
          Addison, TX 75001-6608

The receiver for the Debtors' assets may be reached at:

          Patrick Michaels
          P.E. MICHAELS CONSULTING
          1403 Marlboro Lane
          Richardson, TX 75082


DERECKTOR SHIPYARDS: Returns to Chapter 11 With Plan to Sell
------------------------------------------------------------
Rob Varnon at ctpost.com reports that Derecktor Shipyards has
submitted a new Chapter 11 petition as it tries to find an
investor or sell its Bridgeport operation.  The report notes the
Company exited from a prior bankruptcy four months ago.

"The Port Authority has taken steps in recent weeks to secure
physical control of the shipyard and protect the assets," the
report quotes Acting Port Authority Director Andrew Nunn as
saying.  "We are exploring a number of potentially very productive
future uses for the Bridgeport Regional Maritime complex, but we
are not in a position to provide the details at this time.
Further, when the assets of Derecktor are liquidated, we
anticipate full recovery."

According to the report, Derecktor said the case does not involve
or affect its New York and Florida operations, which are seeing
business return following the recession.  The Bridgeport operation
was hampered by a weak economy and a lack of funds, company
officials said.  It is also facing a number of lawsuits, including
one claiming the parent company owed a former customer $12 million
over a lending agreement made while Derecktor build the Cakewalk
V, the largest yacht built in America since the 1930s.

The report relates that James Berman, Derecktor's head of business
development, said the other lawsuits have nothing to do with the
bankruptcy case and it was the economy and the lack of available
funds that hurt the Bridgeport operation.  He said the company has
heard from interested investors and it would not be out of the
question for the company to continue to have a presence in
Connecticut.

                     About Derecktor Shipyards

Bridgeport, Connecticut-based Derecktor Shipyards Connecticut,
LLC, dba Derecktor Shipyards -- http://www.derecktor.com/--
builds yachts and commercial vessels.  It also has operations in
New York and Florida.  It delivered a 350-passenger fast ferry for
Bermuda in 2007.  In 2006, the company won deals to build two
large vessels, which are currently under construction.

Derecktor filed its Chapter 11 petition on July 18, 2008 (Bankr.
D. Conn. Case No. 08-50643).  The Debtor disclosed assets of
between $10 million and $50 million and debts of between $10
million and $50 million in schedules filed in the 2008 case.

Debtor: Derecktor Shipyards Conn., LLC, returned to Chapter 11
(Bankr. D. Conn. Case No. 12-50103), on Jan. 20, 2012, estimating
$1 million to $10 million in assets and liabilities.

James Berman, Esq., at Zeisler and Zeisler, has been serving as
counsel since the previous bankruptcy case.


DIPPIN' DOTS: Can Hire Harpeth Capital as Broker to Sell Business
-----------------------------------------------------------------
Dippin' Dots, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Kentucky to employ
Harpeth Capital LLC as its business broker.  Harpeth Capital will:

   (a) familiarize itself to the extent it deems appropriate with
       the business, operations, properties, financial condition
       and prospects of the Debtor;

   (b) assist the Debtor in preparing an information package for
       distribution by Harpeth Capital to potential buyers
       describing the Debtor and its respective business,
       operations, financial condition and prospects;

   (c) contact and interact with prospective buyers, including
       advising and assisting in the course of managing requests
       for additional information and coordinating and conducting
       management meetings with interested parties;

   (d) advise and assist in the course of evaluation of term
       sheets and negotiation of the Transaction and will
       participate directly in those negotiations;

   (e) provide other financial advisory and investment banking
       services, as appropriate, that may be required to assist
       the Debtor, with the Transaction; and

   (f) advise and assist the Debtor in negotiating any asset
       purchase agreements or similar documents or conduct a court
       approved auction under Sections 363 and 365 of the
       Bankruptcy Code.

As compensation for Harpeth Capital's services, the Debtor will
pay the firm:

   -- a non-refundable, cash retainer fee of $10,000; plus

   -- upon the close of a Transaction, a cash success fee equal to
      3.5% of the Aggregate Consideration or capital raised,
      subject to a minimum cash success fee of $250,000, due and
      payable simultaneous with the closing of the Transaction.

To the best of the Debtor's knowledge, Harpeth Capital is a
"disinterested" party pursuant to Section 101(14) of the
Bankruptcy Code.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.  Todd A. Farmer and
Samuel J. Wright, with Farmer & Wright, PLLC, act as Chapter 11
counsel.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


DIPPIN' DOTS: Employs Blythe White & Associates as Accountant
-------------------------------------------------------------
Dippin' Dots, Inc. asks permission from the U.S. Bankruptcy Court
for the Western District of Kentucky to employ Lars C. Blythe of
Blythe, White & Associates, as accountant.

Blythe White's hourly rates range between $25 per hour for
administrative support to $220 per hour for Lars C. Blythe, its
managing partner.  Blythe White will seek interim compensation on
a monthly basis.

Lars C. Blythe, managing partner of Blythe, White & Associates,
attests that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.  Todd A. Farmer and
Samuel J. Wright, with Farmer & Wright, PLLC, act as Chapter 11
counsel.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


DS WATERS: S&P Puts 'CCC+' Corporate Rating on Watch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Atlanta, Ga.-based DS Waters of America Inc. on
CreditWatch with positive implications, meaning the ratings could
either be raised or affirmed following the completion of its
review.

"At the same time, we assigned our 'B' issue-level rating to the
company's proposed $465 million senior secured credit facility.
The proposed senior secured credit facility comprises a 5.5 year
$390 million first-lien senior secured term loan and a 5.5 year
$75 million first-lien delayed draw term loan. The recovery rating
on this debt is '3', indicating our expectation for meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. We expect proceeds from the term loans to be used to
repay existing debt and fund a potential acquisition. The new
issue-level ratings are not on CreditWatch but are dependent on a
successful completion of the company's proposed recapitalization
transaction, and are subject to a review of final documentation by
Standard & Poor's," S&P said.

"Following the successful completion of this recapitalization, we
anticipate raising the corporate credit rating two notches, to
'B'," S&P said.

"The ratings on the company's existing $180 million senior secured
term loan due October 2012 remain unchanged and are not on
CreditWatch, and will be withdrawn upon closing of the new senior
secured credit facilities," S&P said.

"DS Waters' CreditWatch placement reflects our belief that
following the completion of the company's proposed
recapitalization, DS Waters will have an improved maturity
profile, a stronger balance sheet, and adequate liquidity,
including financial covenant cushion of at least 20%," said
Standard & Poor's credit analyst Rick Joy. "The company plans to
use proceeds from its proposed $390 million first-lien senior
secured term loan due 2017, along with balance sheet cash to repay
its $180 million senior secured term loan ($162 million
outstanding) due October 2012 and the $300 million Holdco term
loan due April 2012 (not rated). The company is also pursuing an
acquisition of a direct-delivery provider of beverages and related
products, to be funded from the proposed $75 million first-lien
delayed draw term loan due 2017. In addition, the company's
recapitalization plan also includes exchanging approximately $421
million of new Participating Perpetual Preferred Equity for
$421 million of payment-in-kind (PIK) notes due March 2012 (not
rated) which are held by the company's preferred equity holders,"
S&P said.

"We intend to resolve the CreditWatch listing when DS Waters
completes the proposed recapitalization transaction. At that time
we expect to assign a 'B' corporate credit rating based upon terms
of the currently proposed recapitalization. If the company does
not complete the proposed refinancing and balance sheet
recapitalization, we would withdraw the new issue-level ratings
for the proposed refinancing, and reevaluate the direction of the
CreditWatch listing given the substantial near-term debt
maturities that would remain at DS Waters," S&P related.


DUNE ENERGY: Five Directors Resign; Six Directors Appointed
-----------------------------------------------------------
Steven Barrenchea, Alan Bell, Richard M. Cohen, William E.
Greenwood and Steven M. Sisselman submitted their resignations
from the Board of Directors of Dune Energy, Inc., on Jan. 17,
2012, and informed the Company that they do not wish to be
considered for nomination to the Board at the next annual meeting
of stockholders of the Company.  In connection with his
resignation from the board of directors, Mr. Bell also resigned as
Chairman of the Board.  The resigning directors are not resigning
because of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

On Jan. 18, 2012, Michael R. Keener, Stephen P. Kovacs, Dr.
Alexander A. Kulpecz, Jr., Emanuel R. Pearlman, Robert A. Schmitz
and Eric R. Stearns were appointed to the Board.  They were
elected to the Board pursuant to the Restructuring Support and
Lockup Letter Agreement, dated Oct. 6, 2011, between the Company
and certain institutional investors, as amended, which provided
for the election of six new members of the board of directors to
be selected by an ad hoc committee of institutional investors.
Mr. Schmitz was appointed Chairman of the Board.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


EASTERN LIVESTOCK: Court Permits Trustee to Hire Katz Sapper
------------------------------------------------------------
Judge Basil H. Lorch of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized James A. Knauer, the
Chapter 11 trustee for Eastern Livestock Co., LLC, to employ Katz,
Sapper & Miller, LLP as accountants.

The Troubled Company Reporter reported on Jan. 4, 2012, that the
Trustee is in need of accountants to prepare federal and state
income tax returns and to advise and assist the Trustee on other
accounting matters that may arise and that the Trustee may deem
necessary for the administration of the estate.

The firm's hourly rates are:

         Personnel              Rates
         ---------              -----
         Partner              $350-$425
         Director             $250-$350
         Manager              $180-$250
         Staff                $115-$175

Keith T. Gambrel, partner at Katz, Sapper & Miller, attested that
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.


EASTERN LIVESTOCK: Trustee Wants to Tap Phillip Kunkel as Mediator
------------------------------------------------------------------
James A. Knauer, the Chapter 11 trustee for Eastern Livestock Co.,
LLC, asks Judge Basil H. Lorch of the U.S. Bankruptcy Court for
the Southern District of Indiana for permission to employ Phillip
L. Kunkel as standing mediator.

Specifically, the Trustee wants to employ the Mediator to serve as
a "standing" mediator to mediate matters, issues or disputes that
the Trustee and one or more parties may choose to submit to
mediation.  The Trustee has discussed his interest in creating a
mechanism by which the Trustee and parties may voluntarily mediate
certain of the disputes and claims in the case.

The National Cattlemen's Beef Association recommended the
Mediator to the Trustee based upon the Mediator's experience with
the industry and with the bankruptcy issues.

The Mediator is a principal at the law firm of Gray, Plant &
Mooty, LLC, and is experienced in agriculture-related
bankruptcies, having served as a trustee in bankruptcy cases
involving debtors involved in the cattle industry.

The Trustee selected the Mediator because the Mediator is
experienced and is well-qualified to serve as a mediator with
respect to issues that parties are likely to want to mediate.

Mr. Kunkel assures the Court he does not hold or represent an
interest adverse to the estate on the matters on which he is to be
employed. The Mediator has disclosed that he or other members of
his firm have advised the NCBA regarding the Debtor's chapter 11
case and its potential impact on the beef industry and has further
disclosed that such representation may continue with respect to
unrelated matters. The NCBA has not filed a proof of claim and the
Trustee does not believe that the NCBA is a creditor in the
Debtor's case and is adverse to the estate. Regardless, the
Mediator will not be asked to mediate any disputes to which the
NCBA is a party unless the Mediator obtains all necessary
consents.  The Trustee believes that the Mediator is therefore
"disinterested," as that term is defined by the Bankruptcy Code.

The mediator's services will be billed at an hourly rate of $500
per hour; travel time will be billed at an hourly rate of $250 per
hour. All reasonable out of pocket expenses of the mediator will
also be reimbursed. The mediator may use associates or paralegals
with Gray Plant Mooty, the mediator's firm, to assist the mediator
with the organization of documents, review of mediation
submissions, research, and drafting documents for the mediator.
Associates will be billed at an hourly rate of $250; paralegals
will be billed at an hourly rate of $160.

The Trustee will pay one-half of the mediator's fees and expenses;
any party requesting mediation will pay one-half of the mediator's
fees and expenses. Any party requesting mediation will pay to the
mediator an advance mediation fee of $5,500 at the time they
request mediation. All fees and expenses will be paid within 15
days of the completion of the mediation and upon submission by the
mediator of an itemized invoice to counsel for the parties.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.


EASTERN LIVESTOCK: Okie Seeks Dismissal of Own Bankruptcy Case
--------------------------------------------------------------
Okie Farms, L.L.C., asks Judge Basil H. Lorch of the U.S.
Bankruptcy Court for the Southern District of Indiana to dismiss
its bankruptcy case, which is jointly administered with the
bankruptcy case of Eastern Livestock Co., LLC.

Okie has no creditors and no business operations. Since June 20,
2003, and at all times thereafter, Eastern Livestock Co., LLC, has
owned all of the membership interests in Okie.  Okie's only assets
at Dec. 8, 2011, were its ownership interests in Cattlemen's
Feedlot, Ltd., and Cattlemen's Feedlot Management Company, LLC.

Okie filed the Okie Chapter 11 Case on Dec. 8, 2011, in order to
close on the sale of the Interests and maximize the value of the
Interests for ELC as Okie's sole owner.  Okie filed a Motion To
Approve Sale Agreement And Compromise Of Claims Concerning
Cattlemen's Feedlot, Ltd., requesting that the Court 1) approve a
Partnership Interest Purchase Agreement for the sale of the
Interests; 2) authorize Okie to execute the Sale Agreement and
sell the Interests free and clear of all liens, claims, interests
and encumbrances pursuant to Section 363 of the Bankruptcy Code;
3) authorize James A. Knauer, as chapter 11 trustee, and Okie to
take actions to settle and release certain claims that Okie and
the Trustee may have had against certain parties as provided in
the Sale Agreement; and 4) authorize Okie and the Trustee to cause
the sale proceeds resulting from the sale of the Interests to be
dividended from Okie to ELC's estate subject to a security
interest in favor of Fifth Third Bank.

The Court approved the Sale Motion and the transaction closed on
January 6, 2012.  Okie dividended the sale proceeds to ELC on
January 9, 2012.

Okie has no remaining assets and no creditors.  Continued
prosecution of the Okie Chapter 11 Case would not benefit any
party, Okie's counsel says.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.


ELEPHANT & CASTLE: Can Employ Wolf to Provide Tax Services
----------------------------------------------------------
Judge Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized Massachusetts Elephant &
Castle Group to employ Wolf & Company, P.C., to provide tax
services nunc pro tunc to Dec. 2, 2011.

As reported in the Troubled Company Reporter on Jan. 4, 2012, the
firm will, among other things:

  -- prepare and file for the Debtors certain tax returns for
     years 2009 and 2010 and provide such other tax related
     services that are needed during the course of these Chapter
     11 cases;

  -- prepare U.S. income tax return of a foreign corporation; and

  -- prepare Massachusetts Corporation Excise Return.

Michael J. Tetrault, CPA, member of Wolf & Company, P.C., attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

For the completion of the tax returns for Elephant & Castle, Inc.
and subsidiaries, approximately $45,000 based on an estimated time
allotment of 200 hours billed at a blended rate of $225 per hour;
and for the completion of the tax returns for Repechage
Investments Limited, approximately $22,500 based on an estimated
time allotment of 100 hours billed at a blended rate of $225 per
hour.

Any hours in addition to the estimated time allotment described
above would be billed out at an hourly rate of $200 per hour; a
and provision for a retainer of $16,875.

            About Massachusetts Elephant & Castle Group

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

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

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

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


ELEPHANT & CASTLE: Can Use Cash Collateral Until Feb. 3
-------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized Massachusetts Elephant &
Castle Group, Inc., et al., to use cash collateral in accordance
with a budget until Feb. 2, 2012, or a later date that GE Canada
Equipment Financing G.P. consents to in writing.

GE Canada Equipment Financing G.P., Fifth Street Finance Corp.,
Sysco San Diego, Inc., Royal Bank of Canada and Toronto Dominion
Bank have asserted, or may assert, a lien against the property of
certain of the Debtors and the cash proceeds thereof.  The Debtors
would use the cash collateral to preserve their operations and the
value of their assets.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders replacement liens
in and to property of the kind presently securing the prepetition
obligations of the Debtors.  The replacement liens in favor of
each applicable lender will be junior only to non-avoidable,
valid, enforceable and perfected liens and security interest in
favor of any person or entity on or in the assets of any
applicable Debtor.

As further adequate protection against any diminution in value of
their interests in the collateral, the Lenders are granted a
superpriority administrative expense claims against the Debtors.

            About Massachusetts Elephant & Castle Group

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

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

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

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


ENER1 INC: Maturity of Bzinfin Loan Agreement Moved to Jan. 27
--------------------------------------------------------------
Ener1, Inc., as borrower, Bzinfin S.A., as agent, certain
investment funds managed by Goldman Sachs Asset Management, L.P.,
and Bzinfin S.A., as lenders, entered into a Letter Amendment,
dated Jan. 19, 2012, and effective as of Jan. 20, 2012, amending
the terms of the $4,500,000 Loan Agreement, dated as of Nov. 16,
2011, as amended by a Letter Amendment, dated Dec. 23, 2011, and
Amendment No. 2 to Loan Agreement, dated as of Dec. 30, 2011, and
a Letter Amendment, dated Jan. 6, 2012.  Pursuant to the Fourth
Amendment, the Parties extended the maturity date of the Loan
Agreement from Jan. 20, 2012, to Jan. 27, 2012.

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

                        http://is.gd/Dqpink

                         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.


FIBER ENGINEERING: Case Summary & Creditors Lists
-------------------------------------------------
Debtor: Fiber Engineering and Design Corp
        1085 North Blackhorse Pike
        Williamstown, NJ 08094

Bankruptcy Case No.: 12-11578

Chapter 11 Petition Date: January 23, 2012

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

Judge: Judith H. Wizmur

Debtor's Counsel: Moshe Rothenberg, Esq.
                  LAW OFFICE OF MOSHE ROTHENBERG
                  880 East Elmer Road
                  Vineland, NJ 08360
                  Tel: (856) 236-4374
                  Fax: (856) 691-4122
                  E-mail: mosherothenbergbkesq@gmail.com

Scheduled Assets: $156,200

Scheduled Liabilities: $2,395,687

Affiliate that simultaneously sought Chapter 11 protection:

   Debtor                                   Case No.
   ------                                   --------
Fiber Engineering and Construction Corp     12-11579
   Assets: $68,020
   Liabilities: $1,024,868

The petitions were signed by Philip Chamberlain.

Fiber Engineering and Design's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-11578.pdf

Fiber Engineering and Construction's list of its two largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/njb12-11579.pdf


FIELD OF DREAMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Field of Dreams Tree Farm, Inc.
        3250 Hannon Road
        Billings, MT 59101

Bankruptcy Case No.: 12-60074

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Gary S. Deschenes, Esq.
                  DESCHENES & SULLIVAN LAW OFFICES
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: (406) 761-6112
                  E-mail: descheneslaw@dslawoffices.net

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 Jonine K. Smith, president.


FIKE ENERGY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fike Energy, Inc.
        P.O. Box 8
        Tiro, OH 44887

Bankruptcy Case No.: 12-60118

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Morris H. Laatsch, Esq.
                  KAFFEN & ZIMMERMAN
                  520 South Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 762-7477
                  Fax: (330) 762-8059
                  E-mail: jwander@kzdylaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb12-60118.pdf

The petition was signed by Timothy Fike, president.


FILENE'S BASEMENT: Court OKs PwC as Committee's Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Filene's
Basement, LLC, et al., to retain PricewaterhouseCoopers LLP as its
financial advisor.  The firm's rates are:

    Personnel                  Hourly Billing Rate
    ---------                  -------------------
   Partner/Principal                 $789
   Director/Senior Manager        $557 to $607
   Manager                           $494
   Senior Associate                  $410
   Associate                         $347
   Secretarial                        $95

               About Filene's Basement & Syms Corp.

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

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

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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

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

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

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

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

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

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

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

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


FILENE'S BASEMENT: Wins Approval of Retention Bonus Program
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC
received approval from the bankruptcy judge this week for a
$650,000 bonus program to retain the few workers required to wind
down the business.  Management-level workers are eligible for a
bonus equal to a month-and-a-half salary for every three months
working on the liquidation, assuming the worker remains with the
company as long as needed.  Non-management workers would qualify
for a bonus of one month's salary for every three months of
remaining employment.

Meanwhile, Carolina Bolado at Bankruptcy Law360 has reported that
creditors and equity holders of Filene's Basement objected to
planned payments to two investment banks and two law firms,
including Skadden Arps Slate Meagher & Flom LLP, calling them
unnecessary given the company's stated goal of liquidation.  In
two objections filed in Delaware bankruptcy court, the committees
for unsecured creditors and equity holders said there is no need
to pay the $250,000 in monthly fees proposed for financial adviser
Rothschild Inc. and real estate consultants Cushman & Wakefield
Securities Inc.  The Jan. 13 and 14 editions of the Troubled
Company Reporter reported Filene's requests to employ Cushman &
Wakefield, Skadden and Rothschild.

                         About Syms Corp.

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

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

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

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

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

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

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

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

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

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

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

Syms and Filene's completed going-out-of-business sales at all
stores by the end of December 2011.


FRS LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: FRS, LLC
        P.O. Box 366
        Nixa, MO 65714

Bankruptcy Case No.: 12-60068

Chapter 11 Petition Date: January 19, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Gail L. Fredrick, Esq.
                  FREDRICK ROGERS & VAUGHN
                  1903 E. Battlefield
                  Springfield, MO 65804
                  Tel: (417) 863-6400
                  Fax: (417) 863-7144
                  E-mail: christy@frvlaw.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 five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb12-60068.pdf

The petition was signed by Richard Thomas Gregg, managing member.


GAMETECH INT'L: Incurs $3.1 Million Net Loss in July 31 Quarter
---------------------------------------------------------------
GameTech International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.14 million on $6.15 million of net revenues for the
13-week period ended July 31, 2011, compared with a net loss of
$3.91 million on $7.42 million of net revenues for the 13-week
ended Aug. 1, 2010.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the 52
weeks ended Nov. 1, 2009.

The Company reported a net loss of $5.05 million on $24.36 million
for the 39-weeks ended July 31, 2011, compared with a net loss of
$19.86 million on $25.49 million of net revenues for the 39-weeks
ended Aug. 1, 2010.

The Company's balance sheet at July 31, 2011, showed
$35.80 million in total assets, $31.06 million in total
liabilities and $4.74 million in stockholders' equity.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

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

                        http://is.gd/7VH3qE

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.


GNP LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GNP, LLC
        P.O. Box 1861
        Columbia, MO 65205

Bankruptcy Case No.: 12-20065

Chapter 11 Petition Date: January 22, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: J. Brian Baehr, Esq.
                  THE BAEHR LAW FIRM, P.C.
                  2511 Broadway Bluffs Drive
                  Columbia, MO 65201
                  Tel: (573) 499-1310
                  Fax: (573) 499-1315
                  E-mail: brian@baehrlaw.com

Scheduled Assets: $2,761,000

Scheduled Liabilities: $2,118,464

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb12-20065.pdf

The petition was signed by David Babel, member.


H&H BAGELS: Owner Looks for Investors as Closure Looms
------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of the once-
dominant H&H Bagels empire, which is on the brink of losing its
final property, said he is confident the business will survive
despite its financial struggles.  H&H Bagels is a bakery on New
York's Upper West Side.

Meanwhile, Phyllis Furman at New York Daily News, citing report
from the Wall Street Journal, says a bankruptcy trustee has moved
to evict H&H Bagels from its only remaining space on W. 46th St.
in New York.

According to the Daily News report, H&H owner Helmer Toro said he
is currently scouting for a new site on the Upper West Side. He
has also maneuvered in court to temporarily halt H&H's eviction
from its current location.

The report adds that the company was forced to shutter its fabled
Upper West Side store on W. 80th St. and Broadway, and its New
Jersey manufacturing plant.

H&H Bagels makes bagel.


HART STORES: Creditors to Get $6MM Under Restructuring Plan
-----------------------------------------------------------
The Canadian Press reports that insolvent Hart Stores Inc. said
its creditors will be paid a total of $6 million over three years
under its court-supervised restructuring plan is approved -- a
small fraction of what they've claimed.

The news agency relates that the department store retailer, which
has said it owes $56.1 million to creditors including $1.8 million
to governments, said the Quebec Superior Court has granted an
order authorizing Hart Stores to file the plan of arrangement.

The court also extended the company's protection under the
Companies' Creditors Arrangement Act to March 14, 2012, according
to the report.

The report says the restructuring plan will allow creditors to
elect to receive their proportionate share of the $6 million or a
lump-sum payment equal to the lesser of the value of their claim
or $1,000.

A vote by creditors will likely be held at a meeting in February,
the report notes.

The Canadian Press relates that the company also said it has
signed a deal with CIBC for a secured credit facility of up to
$25 million.  The new credit facility will replace Hart Stores'
existing credit facility with Wells Fargo Capital Finance Corp.
Canada, the report adds.

Hart Stores has 88 mid-sized department stores of which 28 have
been slated for closure in early this year, says the Canadian
Press.

                       About Hart Stores

Founded in Rosemere, Quebec, Hart Stores Inc. operates a network
of 92 mid-sized department stores under the Hart, Bargain Giant
and Geant des Aubaines banners.  The stores are located in
secondary and tertiary markets throughout Eastern Canada where the
Company has established a dominant position in many of the
communities that it serves.  The stores offer an extensive and
differentiated selection of national and exclusive fashion apparel
brands as well as family footwear, home furnishings, giftware,
toys and seasonal goods.

In August 2011, Hart Stores disclosed that in order to restructure
its operations, it obtained an Initial Order from the Quebec
Superior Court under the Companies' Creditors Arrangement Act
(Canada).   RSM Richter Inc. has been appointed monitor pursuant
to the initial order.


HEARUSA INC: Seeks More 'Exclusivity,' Says Plan is Near
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HearUSA Inc. for a fourth time is requesting an
expansion of the exclusive right to propose a liquidating Chapter
11 plan.  The company says it's "working collaboratively" with the
creditors' committee and is "close to finalizing and filing" the
plan and explanatory disclosure statement.  The hearing on the
exclusivity motion will take place Jan. 26.  The filing of the
plan is being held up by "various tax-related disclosures" and
efforts to settle several claims.

                        About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owed subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in the July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.

Siemens paid a high enough price at auction so money would be left
over for shareholders, according to court filings.  The stock,
which was mostly trading in the vicinity of 40 cents a share
during bankruptcy, more than doubled after the results of the
auction were disclosed.


HORIZON VILLAGE: Wants Plan Exclusivity Until March 9
-----------------------------------------------------
Horizon Village Square LLC asks the U.S. Bankruptcy Court for the
District of Nevada to extend until March 9, 2012, its exclusive
period to solicit acceptances for the Plan of Reorganization.

As reported in the Troubled Company Reporter on Nov. 9, 2011, the
Plan Disclosure Statement provides that on the Effective Date, all
of the Debtor's assets will vest in the Reorganized Debtor who
will be responsible for making the Distributions described in the
Plan.  Except as otherwise provided in the Plan or the
Confirmation Order, the Cash necessary for Reorganized Debtor to
make payments pursuant to the Plan may be obtained from existing
Cash balances and Debtor's operations.

A copy of the Plan is available for free at:

        http://bankrupt.com/misc/horizonvillage.dkt81.pdf

              About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Las Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


HORIZON VILLAGE: Taps Keith Harper as Appraiser, Valuation Expert
-----------------------------------------------------------------
Horizon Village Square LLC asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Keith Harper of
Valuation Consultants to provide valuation services in response to
Wells Fargo Bank, N.A.'s objection to the confirmation of Debtor's
Chapter 11 Plan.

Through its objection, Wells Fargo contested to the Debtor's
valuation of the real property.

Prepetition, the Debtor engaged Harper to appraise that certain
real property known as the Horizon Village Square Shopping Center
located near the intersection of the I-95 and Horizon Ridge
Parkway, at 25 through 75 E. Horizon Ridge Parkway, Henderson,
Nevada.

As its appraiser and valuation expert, Mr. Harper will perform
services at the rate of $500 per hour for depositions and $350 per
hour for all other services, plus costs.

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

              About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Las Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


HOSPITAL DAMAS: Seeks To Extend Use of DIP Financing
----------------------------------------------------
Hospital Damas, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to approve the second extension of the use
of the senior secured financing and cash collateral up to Feb. 28,
2012.

The Debtor and Banco Popular de Puerto Rico have agreed to extend
the use of cash collateral and the Maturity Date for the DIP
facility, through and including February 28, 2012.  This agreement
is subject to executing a term sheet, acceptable to the Debtor and
BPPR, which will be submitted to the Court and which will include
the terms hereof, and an extension, through Feb. 28, 2012, of the
DIP Facility and any other expired credit facility.

The Debtor recognizes and affirms that there are currently events
of default outstanding under the DIP Facility.  BPPR expressly
reserves any and all rights relating to these and other events of
default, and none of these are being waived.

As reported in the Troubled Company Reporter on July 13, 2011,
the U.S. Bankruptcy Court for the District of Puerto Rico entered,
on July 1, 2011, its order granting Hospital Damas, Inc., and
Banco Popular de Puerto Rico's joint motion for the extension of
postpetition financing and use of cash collateral, through and
including Sept. 30, 2011, subject to the Term Sheet being filed by
July 8, 2011, and no oppositions are filed by July 15, 2011.

If a timely opposition is filed, the Court will schedule this
matter for July 19, 2011, at 9:30 a.m.

As reported in the Troubled Company Reporter on May 19, 2011,
Judge Mildred Caban Flores approved an agreed to order extending
the Debtor's authority to obtain postpetition financing from Banco
Popular de Puerto Rico, use BPPR's cash collateral, and provide
adequate protection, through June 30.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general
acute care hospital, providing critical care, general medical and
skilled nursing services.  Debtor is a wholly owned subsidiary of
Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.


HOSPITAL DAMAS: Malpractice Claimants Object to Joint Plan
----------------------------------------------------------
Medical malpractice claimants object to the confirmation of the
amended joint plan of Hospital Damas, Inc., and the Official
Committee of Unsecured Creditors.

The medical malpractice claimants are Olga Maldonado and her son
Josue Narvaez Maldonado; Lizbeth Vargas Colon and Jaime M. Cedeno,
in representation of their minor daughter, Lizbeth Cedeno Vargas;
Baudilio Luciano Ortiz; Joel Luciano Caraballo; Juan Orta
Rodriguez; Juan Orta Lopez De Victoria; Ferando Vargas Lopez De
Victoria and Tomas Orta Lopez De Victoria; Sonia Hodge and Alma
Estela Sanchez Rodriguez.

Under the Amended Joint Chapter 11 Plan, the medical malpractice
claimants will not receive on account of their claims, property of
a value equal to the allowed amount of their claims, yet the Damas
Foundation will retain its shares in the reorganized Debtor.  The
Foundation has offered no value to the reorganized debtor.  Thus,
the Amended Joint Chapter 11 Plan is unconfirmable.

The medical malpractice claimants are represented by:

         Gerardo A. Carlo-Altieri, Esq.
         Maria Soledad Lozada Figueroa, Esq.
         San Jose St. #254, 3rd Floor
         San Juan, P.R. 00901
         Tel: (787) 520-6002
         Fax: (787) 520-6003
         E-mail: gaclegal@gmail.com
                 lcdamslozada@gmail.com

Gerardo A. Carlo-Altieri, Esq., representing the medical
claimants, contends that the amended Chapter 11 Plan unfairly
discriminates among the medical malpractice claimants who have
obtained judgment against the Debtor.  While the Debtor states
that medical malpractice claims will be paid in full satisfaction
of their claims on a pro rata basis from a self-insured fund on
the effective date, the plan also indicates that they will be paid
as they will be finally determined and that the Debtor does not
know the amount of the claims.  The claims span more than a 15-
year time period and the resolution of all claims could take any
number of years.

Mr. Carlo-Altieri notes that the Debtor proposes to favor other
unsecured creditors over the medical malpractice claimants.  The
Debtor proposes to pay a very small percentage of medical
malpractice claims, estimated at one time as approximately 2%,
from non-estate assets, while the Debtor is proposing to pay other
unsecured claimants a distribution of 50% of the allowed amount of
their claims or their pro rata share of $3,494,500 in the near
future, from assets of the estate.  While the Debtor argues that
the general unsecured claims included in Class 3 are being paid
through a permissible gift or carve-out from a secured creditor,
Banco Popular de Puerto Rico ("BPPR"), the Amended Plan that the
payments to allowed administrative expenses, priority tax claims,
BPPR's secured claim and the general unsecured claims, other than
the medical malpractice claims, will be made from available funds
originating from Debtor's operations and the collection of
accounts receivables.  The Debtor is not proposing to distribute
any assets of the estate to medical malpractice claims included in
Class 2, which are similarly unsecured claims.

Mr. Carlo-Altieri contends that the Debtor, the Foundation and the
Committee have acted in illegal concert to discharge the
obligations of the Debtor and the Foundation to the medical
malpractice claimants and garnered the Committee's support by
offering substantial payment to the creditors represented by the
Committee, while offering the medical malpractice claimants no
distribution from property of the estate.  Adding insult to
injury, the Debtor proposes that the medical malpractice claimants
receive the miniscule percentage of their claims from a fund that
they were already entitled to collect from, over some long, but
undefined time period, in full satisfaction of their claims.
Likewise, the Debtor initially sought to absolve the Foundation of
its liability to replenish the trust fund and only distanced
itself from discharging the Foundation's liability after it became
clear that this Court would not discharge any potential liability
of the Foundation under the trust, through the Debtor's Chapter 11
plan.  Yet, the Foundation, as the sole shareholder of the Debtor,
proposes to retain its shares and continue profiting from the
reorganized Debtor.

                      The Chapter 11 Plan

As reported by the Troubled Company Reporter on Dec. 16, 2011, the
Plan segregates various claims and shareholder interest into five
classes.  The Class 1 Allowed Claim of Banco Popular de Puerto
Rico for $23,081,328 will be paid in full over time.  Class 2
Allowed General Unsecured Claims arising from medical malpractice
actions, totaling $1,006,613 as of July 31, 2011, will be paid on
a pro rata basis from a self-insured fund to be established.
Class 3 Other Allowed General Unsecured Claims, estimated at
$6,988,997, is projected to make a 50% recovery from a creditor
trust to be established.  Class 4 Allowed General Unsecured Claims
arising from assumed executory contracts, estimated at $3,627,259,
is estimated to make a 62.9% recovery through different payment
plans negotiated with landlords or suppliers.  Class 5 Interests
will be retained.

A copy of the First Amended Joint Disclosure Statement explaining
the Plan is available for free at:

       http://bankrupt.com/misc/hospitaldamas.dkt819.pdf

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general
acute care hospital, providing critical care, general medical and
skilled nursing services.  Debtor is a wholly owned subsidiary of
Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.


HOSTESS BRANDS: Arranges $18 Million in Letters of Credit
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. arranged for lenders to provide
$18 million in letters of credit for insurance and utility
companies.  The letters of credit facility won't increase the $75
million in financing for the Chapter 11 case.

The report recounts that JPMorgan Chase Bank NA issued letters of
credit that expire this year and declined to renew them.  The
arranger for the letter of credit facility is Silver Point Capital
LP, the agent for some existing first-lien creditors providing
credit for the reorganization.  The loan for the Chapter 11 case
already received interim approval.

According to the report, JPMorgan holds cash collateral to support
the existing letters of credit.  When JPMorgan is replaced, the
cash collateral will secure the lenders providing financing for
the bankruptcy.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for $12
million, but was unable to sell any of Hostess' core assets.

Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, and Kurtzman Carson Consultants LLC as
administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.


INNER CITY: To Keep Sole Chapter 11 Control Through March 6
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge said
urban radio-station operator Inner City Media Corp. can keep
control over its Chapter 11 case for another two months while it
works to sell its assets.

The Debtors asked the Court to extend their exclusive period to
file and solicit acceptances for the proposed Chapter 11 plan
until March 6, 2012, and May 5, respectively.

The Debtors, in their motion, noted that they are selling all or a
portion of their assets.  The relief requested in the sale motion
includes certain deadlines that are scheduled to occur after the
expiration of the Debtors' exclusive periods.  For example, the
proposed bid deadline is Feb. 13, 2012; the proposed date of the
auction is Feb. 16; and the proposed sale hearing is Feb. 21.

The Debtors request was meant to preserve all of their options in
case the proposed sale cannot be consummated and there is a
resulting need to proceed with a Chapter 11 plan.

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


IRWIN MORTGAGE: Court Sets Jan. 30 Administrative Claims Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio has
set Jan. 30, 2012, as the bar date for Administrative Expense
Requests in the Chapter 11 case of Irwin Mortgage Corporation.

The Administrative Bar Date will apply to all administrative
creditors whose claims arose after the Petition Date, except for
the Excluded Professionals.

The Excluded Professionals are Development Specialists, Inc.,
Bailey Cavalieri LLC, ParenteBeard LLC, Kurtzman Carson
Consultants LLC, and Barnes & Thornburg LLP (but only to the
extent which Barnes & Thornburg LLP might assert an administrative
claim that is not based upon a contingency fee pursuant to the
Court's order authorizing the retention of Barnes & Thornburg LLP
on a contingency fee basis (Doc. 151, entered Oct. 14, 2011)).

About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case. In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Robert B. Berner, Esq., and Matthew T.
Schaeffer, Esq., at Bailey Cavalieri LLC, in Columbus, Ohio, serve
as the Debtor's counsel.  Fred C. Caruso and Development
Specialists Inc. provide wind-down management services to the
Debtor.


IRWIN MORTGAGE: Wants KFB & B&T as Special Litigation Co-Counsel
----------------------------------------------------------------
Irwin Mortgage Corporation asks the U.S. Bankruptcy Court for the
Southern District of Ohio for authorization to employ Kurkin
Forehand Brandes LLP and Barnes & Thornburg, LLP, as special
litigation co-counsel to prosecute the Barofsky Mortgage Fraud
Matter on a Shared Contingency Fee in accordance with Sections
327(e) and 328(a) of the Bankruptcy Code.  The Debtor proposes
that KFB and B&T will act as co-counsel, and will share in the
contingency fee.  The Court has already approved B&T's employment
as special litigation counsel on a contingency fee basis for
similar contingency matters.

The Debtor will be entitled to 40% of the recovery and KFB &
B&T will be entitled to share 60% of the recovery in the Barofsky
Mortgage Fraud Matter from and after the Petition Date.  KFB and
B&T will split their 60% Shared Contingency Fee as follows: KFB
will receive 40% of the Shared Contingency Fee and B&T will
receive 60% of the Shared Contingency Fee.

KFB and/or B&T will fund all litigation expenses in the Barofsky
Mortgage Fraud Matter.

As special litigation co-counsel in the Barofsky Mortgage Fraud
Matter, KFB and B&T will:

   a. advise the Debtor with respect to any claims, defenses,
      preparations, strategy, settlement and related matters;

   b. prepare on behalf of the Debtor all necessary and
      appropriate pleadings which may be required;

   c. advise and represent the Debtor in all discovery matters;

   d. advise and represent the Debtor in all settlements and
      related matters, including the documentation of any
      settlement and related matters; and

   e. advise and represent the Debtor to collect and recover any
      judgment.

To the best of the Debtor's knowledge, KFB, along with B&T, is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case. In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Robert B. Berner, Esq., and Matthew T.
Schaeffer, Esq., at Bailey Cavalieri LLC, in Columbus, Ohio, serve
as the Debtor's counsel.  Fred C. Caruso and Development
Specialists Inc. provide wind-down management services to the
Debtor.


ISAACSON STEEL: Whitefield Firm Wants to Buy Assets
---------------------------------------------------
Chris Jensen at New Hamshire News reports that a Whitefield firm
wants to buy part of Isaacson Steel and hopes to save those jobs.

According to the report, the company is offering about $225,000
for equipment including cranes, vehicles and inventory.  That
doesn't reflect the total cost, the report quotes Jim McMahon, an
official, as saying.  Mr. McMahon said the plan is to keep the
business going.

A hearing on the sale is scheduled Jan. 31, 2012, in Concord, New
Hampshire.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.


JACOBS FINANCIAL: Incurs $459,000 Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $459,458 on $324,111 of total revenues for the three
months ended Nov. 30, 2011, compared with a net loss of $379,031
on $390,281 of total revenues for the same period a year ago.

The Company reported a net loss of $1.30 million on $1.56 million
of total revenues for the year ended May 31, 2011, compared with a
net loss of $1.45 million on $1.37 million of total revenues
during the prior year.

The Company reported a net loss of $586,499 on $980,875 of total
revenues for the six months ended Nov. 30, 2011, compared with a
net loss of $728,563 on $729,343 of total revenues for the same
period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $8.69 million
in total assets, $14.02 million in total liabilities, $3.20
million of total mandatorily redeemable preferred stock, and a
$8.52 million of total stockholders' deficit.

Malin, Bergquist & Co., LLP, in Pittsburgh, PA, noted that the
Company's significant net working capital deficit and operating
losses raise substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/3ZzTUA

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JAMES RIVER: Asset Management Discloses 3% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Jan. 23, 2012, Asset Management LLC
disclosed that it beneficially owns 1,158,234 shares of common
stock of James River Coal Company representing 3.25% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/IAsuuO

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company also reported a net loss of $10.54 million on
$820.47 million of total revenue for the nine months ended
Sept. 30, 2011, compared with net income of $52.29 million on
$539.06 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 billion in total assets, $929.56 million in total
liabilities, and $451.26 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JEFFERSON COUNTY: Judge to Modify Opinion on Receiver's Powers
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Birmingham, Alabama, said
that he would fix a typographical error in his opinion earlier
this month cutting back on bondholders' control over the
Jefferson County, Alabama, sewer system.  The judge said he will
correct a footnote where he said the bondholders are protected by
a "statutory lien."

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.


JK HARRIS: Schlichting Group Throws Lifeline to Clients
-------------------------------------------------------
North Texas-based tax resolution firm The Schlichting Group on
Jan. 18, 2012, extended a lifeline to U.S. clients abandoned by
the dissolution of now-defunct tax firms headed by California's
Roni Deutch and South Carolina's JK Harris.

The Schlichting Group, which specializes in effective and ethical
IRS resolution efforts, is offering free case evaluations and
discounted representation services for taxpayers abandoned by the
ongoing legal woes of Deutch and Harris.  "The recent liquidations
of JK Harris and Roni Deutch are forcing thousands of distressed
clients nationwide to face the IRS alone," stated Stephen J.
Schlichting, president of The Schlichting Group. "We want to give
these people the sensible, real-world help they need to put their
tax problems behind them."

In recent years, Harris' and Deutch's advertising-centric business
practices have come under scrutiny from the attorneys general in
several states, who have accused the two of promoting unrealistic
results and making false promises. Over the last several months,
the resulting litigation and class-action lawsuits -- underscored
by the failure of both to change their business models -- led to
their demise and closures over the last several months.

According to published reports, court documents indicate both
defunct firms sold thousands of distressed taxpayers pennies-on-
the-dollar settlements known as offers in compromise that they
were never qualified to receive. "In 2010, IRS accepted fewer than
14,000 offers in compromise," Schlichting explained. "We love
offer in compromise settlements when they fit, but there's no way
to know if someone is a good candidate without thoroughly
evaluating their financial situation.

"Operators like JK Harris, who was forced into liquidation last
week, and Roni Deutch give legitimate tax-resolution specialists a
black eye. At The Schlichting Group, we give it to you straight,
presenting clients achievable resolution options the IRS can and
will accept."

JK Harris & Co. -- http://jkharris.com/-- was one of the nation's
largest tax representation firms.  JK Harris & Co. LLC filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 11-06254) on Oct. 7,
2011, in Charleston, South Carolina, represented by G. William
McCarthy, Jr., Esq., at McCarthy Law Firm, LLC, in Columbia, South
Carolina.  The Debtor disclosed assets of $4.9 million against
debt totaling $30.9 million.


JLH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JLH Enterprises, Inc.
        6408 Oxford Road South
        Shakopee, MN 55379

Bankruptcy Case No.: 12-30292

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Dennis D O'Brien

Debtor's Counsel: Thomas Flynn, Esq.
                  LARKIN HOFFMAN DALY & LINDGREN
                  7900 Xerxes Ave South
                  Suite 1500
                  Bloomington, MN 55431
                  Tel: (952) 896-3362
                  E-mail: tflynn@larkinhoffman.com

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

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/mnb12-30292.pdf

The petition was signed by Joseph P. Helkamp, president.


KCD IP: Moody's Lowers Rating on Asset-Backed Notes to 'B2'
-----------------------------------------------------------
Moody's Investors Service has downgraded the Asset-Backed Notes
issued by KCD IP, LLC to B2(sf). The notes, all of which are held
by a wholly-owned, consolidated subsidiary of Sears in support of
its insurance activities, are secured by royalties for Kenmore,
Craftsman and DieHard trademarks in the United States and its
Territories. Moody's rating on the notes addresses ultimate
payment of interest and principal by the final legal maturity and
does not address timeliness of current interest payments.

The complete rating action is:

Issuer: KCD IP, LLC

Cl. A, Downgraded to B2 (sf); previously on Nov 17, 2011 Baa2 (sf)
Placed Under Review for Possible Downgrade

RATINGS RATIONALE

The action was caused by decline in credit strength of Sears
Holding Corp. (Sears) during the last 6 months. Moody's expects
Sears will report a significant operating loss in fiscal 2011 and
negative trends are expected to persist into fiscal 2012. Moody's
downgraded Sears on Jan 4, 2012 to B3, under a Negative Outlook.
Previously, Sears was downgraded to B1 on December 5, 2011, and
downgraded to Ba3 on July 18, 2011. The negative rating outlook
primarily reflects uncertainties around the company's ability to
arrest recent declines in sales and operating margins and concerns
that the company could increase its reliance on its credit
facilities.

Sears, through its Sears, Roebuck and Co. and Kmart subsidiaries,
accounts for nearly all sales of Kenmore, Craftsman, and DieHard
products. Sears' comparable store sales have declined every year
since the 2005 merger of Sears and Kmart. In light of ensuing
reduced profitability, Sears has announced plans to close 100-120
stores. Moody's expects additional store closings in the coming
years, and expect that continued contraction at Sears, the
principal distribution channel of Kenmore, Craftsman, and Diehard
products, would directly impact their sales. These factors
increase risk for KCD bonds, and also suggest an increasing
linkage of deal performance to Sears' credit.

Depressed housing sales also continue to have a negative impact on
the credit strength of the notes. The housing sector contributes
strongly to the demand for tools and appliances, which represent
the majority of the sales revenue backing KCD IP, LLC. We do not
expect a strong housing recovery in the immediate future.
Furthermore, high unemployment has stretched out the replacement
cycle for major appliances and lowered the demand for
discretionary tool purchases.

In addition, the interest on the notes has increased over time
from 6.9% to 7.9% currently. Consequently, the notes now have a
lower interest coverage ratio and will have less funds available
for principal amortization when the interest only phase ends in
June of 2012.

METHODOLOGY

Moody's analyzes cash flow income to the securitization and
evaluates its sufficiency to repay the principal and any accrued
interest on the notes by legal maturity. Moody's uses Monte Carlo
simulation, with lessee default and sales revenues of Kenmore,
Craftsman, and DieHard as the main simulated variables. The
derived expected revenues are fed through the transaction's
priority of payments to assess potential performance of the notes
under expected and stressed scenarios.

Moody's considers the resulting expected reduction in yield,
default frequency and expected loss on the notes in making a
rating decision.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.


KNIGHT PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Knight Protective Service, Inc.
        4200 Parliament Place, 1st Floor
        Lanham, MD 20706-1878

Bankruptcy Case No.: 12-11011

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Stephen F. Fruin, Esq.
                  Stephen B. Gerald, Esq.
                  WHITEFORD, TAYLOR & PRESTON
                  Seven Saint Paul Street, #1500
                  Baltimore, MD 21202
                  Tel: (410) 347-9494
                  Tel: (410) 347-8700
                  E-mail: sfruin@wtplaw.com
                          sgerald@wtplaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11011.pdf

The petition was signed by Macon Sims, Jr., president.


KV PHARMACEUTICAL: Enters Into Sixth Amendment Cytyc APA
--------------------------------------------------------
K-V Pharmaceutical on Jan. 23, 2008, entered into an Asset
Purchase Agreement dated Jan. 16, 2008, as amended several times,
with Cytyc Prenatal Products Corp. and Hologic, Inc., for the
purchase of the worldwide rights to Makena and certain related
assets.  The Company entered into a first amendment to the Asset
Purchase Agreement on Jan. 8, 2010.

On Jan. 17, 2012, the Company entered into a sixth amendment to
the Asset Purchase Agreement.  In connection with and upon
execution of Amendment No. 6, the Company made a payment of
$12.5 million to Seller, which payment prior to Amendment No. 6
was scheduled to be made on Feb. 4, 2012.  Amendment No. 6 also
provides that any Royalty Amount payable in respect of Net Sales
of Makena for the period beginning on Feb. 4, 2012, and ending on
Aug. 4, 2012, will be accrued but not become payable to Seller
until the earlier to occur of: (1) March 16, 2015; or (2) the
occurrence of an Event of Default under the Indenture governing
the $225.0 million principal amount of notes due in 2015, by and
among the Company, the Guarantors named therein and Wilmington
Trust FSB as Trustee dated as of March 17, 2011.

Following the $12.5 million payment on Jan. 17, 2012, Company is
not required to make any additional payments to Seller until
Aug. 4, 2012, in accordance with the payment schedules provided
for in the Asset Purchase Agreement as amended.

                 About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company was not able to complete its Form 10-Q for the three-
and six-month periods ended Sept. 30, 2011, by the filing deadline
of Nov. 9, 2011, without unreasonable effort and expense.  The
Company expects to file this Form 10-Q with the SEC as soon as
practicable after filing the amended filings, and, in any case,
within five days of those filings.

KPMG LLP, in St. Louis, Missouri, expressed substantial doubt
about K-V Pharmaceutical's ability to continue as a going concern.
The independent auditors noted that the Company has suspended the
shipment of all products manufactured by it and must comply with a
consent decree with the FDA before approved products can be
reintroduced to the market.  Significant negative impacts on
operating results and cash flows from these actions including the
potential inability of the Company to raise capital; suspension of
manufacturing; significant uncertainties related to litigation and
governmental inquiries; and debt covenant violations.

The Company's balance sheet at of March 31, 2011, showed
$564.70 million in total assets, $942.50 million in total
liabilities and a $377.80 million total shareholders' deficit.

The Company reported a net loss of $271.70 million on $27.30
million of net revenues for the year ended March 31, 2011,
compared with a net loss of $283.60 million on $9.10 million of
net revenues during the prior year.


LACKAWANNA COUNTY: Moody's Withdraws Ba3 Gen. Obligation Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 rating on
Lackawanna County's (PA) $202.7 million of outstanding rated
general obligation bonds. The bonds are secured by the county's
unlimited property tax pledge. This action concludes Moody's
rating review begun in September 2011.

SUMMARY RATING RATIONALE

The withdrawal of the rating reflects a lack of sufficient and
accurate financial information, specifically the county's failure
to release its audited financial statements for fiscal 2010, which
ended December 31, 2010. The county has a history of late
financial reporting and inaccurate projections of operating
results. The fiscal 2009 audit was released in July 2011, 18
months after the close of the county's 2009 fiscal year (December
31).

STRENGTHS:

- Large and diverse $8.7 billion tax base

- Wealth levels that approximate the national averages

CHALLENGES:

- Strained financial condition

- Persistent, multi-year trend of structural imbalances

- History of late reporting of financial results

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


LAREDO PETROLEUM: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Laredo Petroleum Inc. (Laredo) to 'B+' from 'B'.

"We also raised our senior unsecured debt rating on Laredo's $550
million notes due 2019 to 'B-' from 'CCC+'. The '6' recovery
rating on the unsecured notes remains unchanged," S&P said.

"These actions follow our reassessment of Laredo's business risk,
its successful IPO in December 2011, and the company's exposure to
oil and natural gas liquids," said Standard & Poor's credit
analyst Susan Ding. Laredo had approximately $875 million of debt
outstanding as of Sept. 30, 2011. Although we view Laredo's
business risk as 'weak' (as our criteria define the term),
its business position has materially improved. Proved reserves
increased to about 822 billion cubic feet equivalent (bcfe) from
about 460 bcfe as of September 2010. The company has increased its
production for the nine months ended September 30, 2011 to 136.8
million cubic feet equivalent per day (mmcfed) from about 60.5
mmcfed as of November 2010, with a higher volume of production
coming from oil and natural gas liquids. While we expect Laredo to
continue to outspend cash flow to fund capital expenditures in the
near term, we expect it will maintain total debt to EBITDA below
3x, given the current high realizations for oil and natural gas
liquids," S&P said.

The ratings on Laredo Petroleum reflect its weak business risk,
characterized by a growing, albeit geographically concentrated,
reserve base, its high percentage of proved undeveloped reserves
(PUDs), its "aggressive" financial risk, and negative cash flow
generation. The company's success in growing its reserve base
through its drilling program and acquisitions financed principally
with equity offset these risks somewhat.


LIBERATOR INC: Advertises on Howard Stern Through SiriusXM
----------------------------------------------------------
Liberator, Inc., is running radio advertisements on Howard Stern
through SiriusXM Satellite Radio to drive awareness for its
Liberator Bedroom Adventure Gear in preparation for Valentine's
Day.

"Our goal of advertising on the Howard Stern show is to educate
people that lovemaking should be about fun and exploration during
Valentine's Day, and this romantic imagination should be inspired
all year round to have a well-lived life," said Louis Friedman,
President and CEO of Liberator, Inc.  "Liberator products have
been an important part of the sexual wellness revolution,
empowering exploration, fantasy and the communication of desire,
for persons of all shapes, sizes and abilities.  We hope to
continue to raise awareness of our Liberator brand and unique
products as we execute our business plan leading up to our
historically best sales period of the year."

                       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.


LYONDELL CHEMICAL: Wins Approval for $180 Million BASF Settlement
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lyondell Chemical Co. received bankruptcy court
approval this week to settle a $205 million lawsuit with BASF
Corp.  There were no objections.

The report relates that the settlement gives BASF a $100 million
secured claim and an $80 million unsecured claim in Lyondell's
confirmed Chapter 11 plan.  Lyondell said the settlement won't
dilute recoveries for unsecured creditors because almost $270
million in unsecured claims were thrown out.  As a result,
Lyondell said recoveries by unsecured creditors "will be in line
and likely better than disclosure statement estimates."

Before Lyondell's bankruptcy, BASF won a $169 million jury verdict
in a New Jersey state court and in addition was awarded
$36 million in pre-judgment interest. Lyondell said that the total
$180 million settlement was close to what could have been expected
from continued litigation.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


M WAIKIKI: Court to Rule on Bankruptcy Plan Within Two Months
-------------------------------------------------------------
Howard Dicus at HawaiiNewsNow reports that U.S. Bankruptcy
Court in Honolulu, Hawaii, will rule within two months on a
reorganization for the hotel that used to be the Ilikai Marina
Tower.  The report says approval of M Waikiki's plan is expected.

According to the report, M Waikiki, owners of the hotels, agreed
to make the hotel the first location for Marriott's newest brand,
but became increasingly dissatisfied as Marriott signed only one
other Edition in the world, in Istanbul, Turkey.  In 2010 the
owners, acting at a shift change in the middle of the night,
ejected Marriott as branding and management contractor, installing
Aqua Hotels & Resorts as the new management.  Since there have
been dueling lawsuits, and the bankruptcy filing, while reflecting
real financial problems, appeared timed to prevent a New York
court from ordering Marriott's reinstatement.

The report says the reorganization plan, which was filed in
Honolulu federal bankruptcy court last week, is seen as likely to
win approval because it pays unsecured creditors 100 cents on the
dollar, which would be good news for the hotels Hawaii-based
vendors and suppliers.

The report notes, other terms of the plan include millions paid by
the majority shareholder, a family trust with ties to California
and Nevada, which would refinance a Wells Fargo mortgage and pay
off Marriott.  The Davidson Family Trust is already providing
bankruptcy financing, which means, lending money for the hotel's
ongoing operations during receivership.  This financing alone has
already reached $9 million, although much of this has been spent
on bankruptcy legal bills; the owners say the hotel itself is
already covering its operating costs.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MAJESTIC STAR: Bankruptcy Judge Sides With Firm in Tax Fight
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the once-
struggling Majestic Star casino in Indiana stands to recover
millions of dollars for taxes it paid during its bankruptcy case
after a judge sided with the company in its dispute against the
late gambling magnate Don H. Barden.

                        About Majestic Star

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MARCO POLO: Sues Creditors for Causing Bankruptcy
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seaarland Shipping Management filed a lawsuit blaming
two creditors for precipitating its bankruptcy by taking actions
that "completely derailed the debtors' efforts to restructure
outside of bankruptcy."  The complaint, filed Jan. 17 in U.S.
Bankruptcy Court in Manhattan, contends that Bansky Shipping Co.
and Indiana R Shipping Co. seized a vessel that Seaarland was
under contract to sell for $41.4 million.  The seizure resulted in
a collapse of the sale and the inability to generate funds
financing an out-of-court restructuring.  The two creditors also
attached Seaarland's interest in a joint venture, cutting off
access to $5 million in cash.  The attachment violated an
agreement to arbitrate disputes, according to the complaint.
Seaarland wants the bankruptcy judge to declare that attaching the
stock was a fraudulent transfer.  The seizure of the vessel
constituted inequitable conduct, Seaarland contends, for which the
company wants the bankruptcy judge to subordinate the creditors'
claims.

The lawsuit is Marco Polo Seatrade BV v. Bansky Shipping
Co. (In re Marco Polo Seatrade BV), 12-01027, U.S. Bankruptcy
Court, Southern District of New York (Manhattan). The bankruptcy
case is In re Marco Polo Seatrade BV, 11-13634, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).

                        About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, serve as the Debtors' bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as notice and claims agent.

The petition noted that the Debtors' assets and debt are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Blank Rome LLP as its
attorney.

Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.


MGIC INVESTMENT CORP: Incurs $135-Mil. Net Loss in 4th Quarter
--------------------------------------------------------------
MGIC Investment Corporation reported a net loss for the quarter
ended Dec 31, 2011 of $135.3 million, compared with a net loss of
$186.7 million for the same quarter a year ago.  Diluted loss per
share was $0.67 for the quarter ending Dec. 31, 2011, compared to
diluted loss per share of $0.93 for the same quarter a year ago.
The net loss for the full year ending Dec. 31, 2011 was
$485.9 million, compared to a net loss of $363.7 million for the
full year 2010.  For the full year 2011, diluted loss per share
was $2.42 compared to a diluted loss per share of $2.06 for the
full year 2010.

Total revenues for the fourth quarter were $447.0 million,
compared with $361.1 million in the fourth quarter last year.  Net
premiums written for the quarter were $263.8 million, compared
with $271.4 million for the same period last year.  Net premiums
written for the full year 2011 were $1.064 billion, compared with
$1.102 billion for the full year 2010. Included in other revenue,
for the fourth quarter of 2011, was a gain of $24.5 million that
resulted from the repurchase of $74.0 million in par value of long
term debt due in November 2015.  Realized gains in the fourth
quarter of 2011 were $104.5 million compared to $13.4 million for
the same period last year.

Curt S. Culver, CEO and Chairman of the Board of Mortgage Guaranty
Insurance Corporation and MTG, said that he is pleased to announce
that the company has successfully completed its discussions with
the Office of the Commissioner of Insurance for the State of
Wisconsin, Fannie Mae and Freddie Mac to receive the necessary
waivers and approvals that allow for the continuation of the
company's strategy to write new business through a combination of
MGIC and, as it is needed, its wholly owned subsidiary, MGIC
Indemnity Corporation.  Culver added that these actions further
enable the company to support its policyholders and the US housing
market by continuing to write high quality, profitable new
insurance on a nationwide basis.

New insurance written in the fourth quarter was $4.2 billion,
compared to $4.2 billion in the fourth quarter of 2010.  In
addition, the Home Affordable Refinance Program accounted for
$812.6 million of insurance that is not included in the new
insurance written total for the quarter due to these transactions
being treated as a modification of the coverage on existing
insurance in force.  New insurance written for full year 2011 was
$14.2 billion compared to $12.3 billion for the full year 2010.
HARP activity for 2011 totaled $2.9 billion compared to $3.2
billion 2010.

As of Dec. 31, 2011, MGIC's primary insurance in force was $172.9
billion, compared with $191.3 billion at Dec. 31, 2010, and $212.2
billion at Dec. 31, 2009.  Persistency, or the percentage of
insurance remaining in force from one year prior, was 82.9% at
Dec. 31, 2011, compared with 84.4% at Dec. 31, 2010, and 84.7% at
Dec. 31, 2009.  The fair value of MGIC Investment Corporation's
investment portfolio, cash and cash equivalents was $6.8 billion
at Dec. 31, 2011 compared with $8.8 billion at Dec. 31, 2010, and
$8.4 billion at Dec. 31, 2009.

At Dec. 31, 2011, the percentage of loans that were delinquent,
excluding bulk loans, was 13.79%, compared with 14.94% at
Dec. 31, 2010, and 15.46% at Dec. 31, 2009.  Including bulk loans,
the percentage of loans that were delinquent at Dec. 31, 2011 was
16.11%, compared to 17.48% at Dec. 31, 2010, and 18.41% at
Dec. 31, 2009.

Losses incurred in the fourth quarter were $482.1 million up from
$448.4 million reported for the same period last year due to an
increase in the estimated claim rate on primary defaults that
occurred in prior periods.  For the full year 2011, losses
incurred were $1.715 billion compared to $1.608 billion in 2010.
Net underwriting and other expenses were $50.7 million in the
fourth quarter as compared to $53.5 million reported for the same
period last year.  For the full year 2011 net underwriting and
other expenses were $214.8 million compared to $225.1 million in
2010.

Wall Street Bulk transactions, as of Dec. 31, 2011, included
approximately 78,000 loans with insurance in force of
approximately $12.2 billion and risk in force of approximately
$3.7 billion.  The $134.8 million premium deficiency reserve as of
Dec. 31, 2011 reflects the present value of expected future losses
and expenses that exceeded the present value of expected future
premium and already established loss reserves.  Within the premium
deficiency calculation, our present value of expected future paid
losses and expenses, net of expected future premium, was $961.0
million, offset by already established loss reserves of $826.2
million.

Company expectations for 2012

New insurance written to be modestly higher than 2011

Total paid claims to be lower than 2011

Primary delinquent inventory will continue to decline

New delinquency notices are expected to continue to decline in
2012, on a year over year basis

Cure rates will slowly improve throughout the year

Home prices are expected to be flat

Statutory capital will decline

Conference Call and Webcast Details

                             About MGIC

MGIC -- http://www.mgic.com/-- the principal subsidiary of MGIC
Investment Corporation, is the nation's largest private mortgage
insurer based on $172.9 billion primary insurance in force
covering 1.1 million mortgages as of Dec. 31, 2011.  MGIC serves
lenders throughout the United States, Puerto Rico, and other
locations helping families achieve homeownership sooner by making
affordable low-down-payment mortgages a reality.


MCCALLISTER PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: McCallister Properties, LLC
          aka McCallister, LLC
        1635 N. Greenfield Road, #126
        Mesa, AZ 85205

Bankruptcy Case No.: 12-01288

Chapter 11 Petition Date: January 24, 2012

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Dale C. Schian, Esq.
                  SCHIAN WALKER, P.L.C.
                  3550 N. Central Avenue, #1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633
                  E-mail: ecfdocket@swazlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Ronald R. Frandsen, manager.


MILBANK 770: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Milbank 770 Garden, LLC
        721 5th Avenue
        New York, NY 10019

Bankruptcy Case No.: 12-10263

Chapter 11 Petition Date: January 23, 2012

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

Judge: Sean H. Lane

Debtor's Counsel: Edward E. Neiger, Esq.
                  NEIGER LLP
                  151 West 46th Street, 4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918 3427
                  E-mail: eneiger@neigerllp.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Zohar A. Cohen, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
DMARC 2007-CD5 Garden St LLC       --                   $7,100,000
770-780 Garden Street
Bronx, NY 10460


MINOR FAMILY: VHF to Buy Hotel for $2.8MM Under Chapter 11 Plan
---------------------------------------------------------------
Bryan McKenzie at The Daily Progress reports that Virginia Hotel
Fund LLC, lead by Timothy J. Dixon, would buy Landmark Hotel from
Minor Family Hotels for $2.8 million, if a federal bankruptcy
court approves a plan submitted to the court by attorneys for
current Landmark owner Halsey Minor.

According to the report, the plan was submitted to the court on
Jan. 13, 2012, and is scheduled for a hearing slated for March 19,
2012.  The $2.8 million would be used by Minor to pay liens on the
building.  A separate fund of about $200,000 would be established
by the purchaser to help pay claims by unsecured debtors.

The report says the proposed sale price is close to the $2.1
million valuation assessed by Hotel and Club Appraisal and
Consulting service in March 2011, done on behalf of the Federal
Deposit Insurance Corporation.

The report relates that a December ruling by Charlottesville
Circuit Court Judge H. Thomas Padrick ruled that the city of
Charlottesville's $128,183 tax lien would be first to be paid from
the proceeds, then general contractor Clancy & Theys Construction
Co. would receive its more than $2 million mechanic's lien, with
other contractors to follow.

The report notes that many creditors would be paid less than
what they are owed as the city court ruling listed more than
$17 million in liens against the property, including more than
$13 million from Specialty Finance Group of Georgia, which was
involved in financing the hotel.

The report citing court documents, the plan will place creditors'
claims in various classes and determines how each class of claim
is to be handled and how it would be paid.  Under the plan,
administrative expenses of $11,000 to the U.S. Treasury, $165,000
to Dixon Development and $35,000 in legal fees would be paid
first.  The next paid would be the city's tax bill; Clancy & Theys
Construction; R.D. Jones Construction for $136,654; Specialty
Finance's claim and Core Group, PC's $287,652.

The report says the creditors will be allowed to vote on whether
to allow the sale of the hotel structure and development to
Virginia Hotel Fund.

                        About Minor Family

Charlottesville, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on Sept. 1, 2010.  Benjamin
Webb King, Esq., at Woods Rogers Hazlegrove, serves as bankruptcy
counsel.  Minor Family estimated assets and debts at $10 million
to $50 million in its Chapter 11 petition.

Minor Family Hotels filed for Chapter 11 protection to resolve
"burdensome" lawsuits that have delayed the hotel's construction.
Eight lawsuits have been filed in connection with the project.


MONTANA ELECTRIC: Regulator Wants to Intervene in Bankruptcy Case
-----------------------------------------------------------------
Amanda Venegas at ktvq.com reports that the Montana Public Service
Commission wants to intervene in the proceeding of Southern
Montana Electric Generation and Transmission.

According to the report, PSC Chairman Travis Kavulla says as the
state's utility regulators, the PSC wants to protect other Montana
consumers that could be affected.

The report says Southern Montana Electric is in the midst of a
complicated chapter 11 bankruptcy proceeding. Southern has more
than $21 million in unsecured debt.  The electric cooperative
serves six co-ops across the state with more than 122,000
customers.

The report notes that U.S. Bankruptcy Judge Ralph Kirscher said
he'll take the motion under advisement and make a ruling in the
future, as to whether or not the PSC should be involved in the
bankruptcy proceedings.  That decision is expected to be announced
in the next couple of weeks.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MURDER INC: Las Vegas Mobster Museum Wins Plan Confirmation
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Las Vegas Mobster Experience won confirmation of
a Chapter 11 plan Jan. 24 providing for the sale of the business
for $2.1 million. In addition, part of the equity in the buyer
will be given to some senior creditors.  General unsecured
creditors are to receive whatever is collected by a liquidating
trust.

                      About Murder Inc.

Murder Inc. owns the Las Vegas Mob Experience attraction at the
Tropicana resort.  Murder Inc. voluntarily filed for Chapter 11
bankruptcy reorganization (Bankr. D. Nev. Case No. 11-26317) on
Oct. 17, 2011.  The filing was expected after the Company was hit
with multiple lawsuits over unpaid bills and its investors fought
amongst themselves over its declining finances.  Murder Inc.
estimated assets between $100,000 and $500,000 and its debts top
$10 million.  Judge Bruce A. Markell presides over the case.
Gabrielle A. Hamm, Esq., and Gerald M. Gordon, Esq., at Gordon
Silver, in Las Vegas, Nevada, serves as counsel to the Debtor.


NEBRASKA BOOK: Working on New Plan; Wants More Exclusivity
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nebraska Book Co. is working on a revised
reorganization plan that will pay second-lien creditors in full,
just like the original plan the company was unable to finance.
The disclosure was included in a motion filed this week for a
three-month extension until April 23 of the exclusive right to
propose a Chapter 11 plan.  The exclusivity hearing is set for
Feb. 22 in U.S. Bankruptcy Court in Wilmington, Delaware.

                        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.


NEVADA CANCER: UC San Diego Acquires Key Assets for $18 Million
---------------------------------------------------------------
Steve Green at Vegas Inc. reports that the University of
California, San Diego, Health System has taken over operations at
the Nevada Cancer Institute after receiving approval from Judge
Mike Nakagawa for the university's $18 million purchase of NVCI.

According to the report, UC San Diego filed the only qualified bid
for the institute's key assets during the NVCI bankruptcy process.

The report relates that UC San Diego spokeswoman said there were
approximately 135 employees on the NVCI payroll and that UC San
Diego had offered employment contracts to the majority of those
employees, "as they are critical to fulfilling the clinical
mission of the institute."

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The buyer, The Regents of the University of California on behalf
of its UC San Diego Health System, is represented by James W.
Kapp, III, Esq., and Gary B. Gertler, Esq., at McDermott Will &
Emery.


NEWARK GROUP: Moody's Confirms 'Caa1' Corporate; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service confirmed the Caa1 corporate family and
probability of default ratings of The Newark Group, concluding the
review initiated on August 31, 2011. Moody's also confirmed the
Caa1 rating on the $110 million term loan facility. The outlook is
negative.

Moody's took these rating actions:

-Confirmed CFR, Caa1

-Confirmed PDR, Caa1

-Confirmed $110 million ($110 million outstanding) term loan due
2014, Caa1 (LGD 4 -58%)

-Assigned a negative outlook to the ratings

RATINGS RATIONALE

The confirmation of Newark's Caa1 corporate family rating reflects
the company's amended credit agreement that provides some
breathing room under financial covenants and anticipated
operational improvements from completed restructuring initiatives
and further cost-cutting efforts. The Caa1 rating reflects weak
operating and credit metrics, lag in passing through raw material
cost increases and weak liquidity.

Newark does not have to meet financial covenant requirements, i.e.
the minimum fixed charge coverage ratio and maximum leverage
ratio, until July 31, 2012. However, its future ability to comply
with the covenants and further strengthen its liquidity will
depend on successfully improving its operating performance on the
back of restructuring efforts, pricing actions and volume
improvements. While Moody's expects that the company's margins
will start showing some improvement over the next few quarters,
and that free cash flows (cash from operations less capital
expenditures) will not be meaningfully negative, the company's
liquidity position is expected to remain tight. As of October 31,
2011, the company had $3 million of cash on the balance sheet and
approximately $15 million borrowing availability under the asset-
backed facility.

The company is also required to maintain a minimum borrowing
availability of $10 million under its asset-backed credit facility
until July 31, 2012, which could put additional pressure on the
company's liquidity in the near term. That said, in January, the
majority shareholding group provided a $10 million commitment to
the Company, the proceeds of which are expected to be used to
improve the liquidity profile of the business.

The negative ratings outlook reflects narrow headroom under
financial covenants that is highly dependent on the company
successfully achieving its operation restructuring initiatives as
well as stability in its core markets.

Further downgrade is likely if Newark's operating performance
deteriorates further and the likelihood of complying with
financial covenants declines. An upgrade, although not likely in
the intermediate term, will be considered if Newark demonstrates
ability to sustain improved liquidity and operating performance
and if its metrics allow it sufficient headroom under its credit
agreement's financial covenants.

The principal methodology used in rating Newark was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


OLD REPUBLIC: Moody's Affirms IFS Rating at 'Caa2'
--------------------------------------------------
Moody's Investors Service said it will continue its review for
possible downgrade of the senior debt of Old Republic (NYSE: ORI;
senior debt rated Baa2) and the insurance financial strength (IFS)
ratings of the primary subsidiaries of the Old Republic General
and Old Republic Title groups, following the announcement by the
company that the North Carolina Department of Insurance has issued
an Order of Supervision to Old Republic's mortgage insurance
subsidiary Republic Mortgage Insurance Company (RMIC). At the same
time, Moody's affirmed the Caa2 (with negative outlook) IFS rating
of RMIC.

RATINGS RATIONALE

Moody's ongoing review for possible downgrade of Old Republic's
debt, P&C IFS and Title IFS ratings is focused on the degree to
which the company and those operations can be separated from the
distressed mortgage insurance operation, including a scenario of
regulatory insolvency, rehabilitation or reorganization of RMIC. A
risk currently faced by the group is that such a scenario for RMIC
would be considered an event of default under Old Republic's debt
covenants, and could trigger an early redemption of Old Republic's
outstanding bonds ($866 million outstanding as of September 30,
2011).

In discussing the supervision order, Moody's Senior Credit Officer
Paul Bauer said, "Despite the risk of stress at the mortgage
insurance operation worsening and triggering an early redemption
of Old Republic's senior notes, Moody's does not believe that the
current Order of Supervision issued by the North Carolina
insurance regulator constitutes a rehabilitation or reorganization
of RMIC, and therefore does not trigger an event of default as
defined in Old Republic's debt covenants." Moody's further
explained that the supervision order may even benefit RMIC because
it requires RMIC to reduce cash payments on claims by 50% -- and
by doing so -- preserves regulatory capital and may reduce the
chance that RMIC is placed into rehabilitation or reorganization
by North Carolina in the future.

Moody's also said that its review for downgrade is focused on the
degree to which senior management appears to have decreased its
general level of conservatism in managing parent company
obligations, liquidity, and creditor interests. In particular, the
continuation of a high stockholder dividend during a period of
financial stress, and the limited alternative liquidity mechanisms
available to the parent, could strain financial flexibility, which
impacts the credit profile of both debt and insurance company
policyholder obligations.

Mortgage Insurance

RMIC's Caa2 insurance financial strength rating reflects Moody's
opinion that ultimate recovery on policyholder claims is likely to
be high despite the supervisory order issued by the North Carolina
Department of Insurance ordering partial payment (50%) of claims
presented after January 19, 2012. This reflects the view that
while claims will outpace premium income in the near term, premium
income in the later years could be sufficient to cover both
pending and current claims. The regulatory action helps RMIC
preserve its liquidity in the high claims-payment phase, said the
rating agency. The North Carolina regulator indicated that its
claim payment plan would be reconsidered after one year. The
unpaid portion of the claims will be reported in RMIC's statutory
balance sheet as statutory surplus.

Material deterioration in RMIC's statutory capital and liquidity
in 2011 prompted the recent regulatory action, said Moody's. As of
September 30, 2011, the statutory surplus position of the combined
mortgage insurance operations was $184 million and the average
quarterly net loss during 2011 was $117 million. High claims
payments, averaging $265 million per quarter, resulted in invested
assets declining from $2.15 billion at year end 2010 to $1.65
billion as of September 30, 2011.

General Insurance and Title Insurance Groups

Moody's said that its review for downgrade of the A1 IFS ratings
of the various operating subsidiaries of Old Republic's General
Insurance Group (property and casualty insurance), and Title
Insurance Group will focus on the decreased financial flexibility
of these groups given the risk of liquidity strain at the parent.
Also, in its review, Moody's will focus on the long term credit
profile of these entities including their evolving business
profile, capital adequacy, profitability and operational and
financial conservatism.

The ratings of the P&C and Title operating companies could be
downgraded if financial strain at the parent worsens, if adequate
coverage of parental obligations, including interest and
stockholder dividends is not restored to prior levels, or if the
rating agency believes the company will have less conservatism in
managing creditor interests and liquidity over the longer-term. In
addition, the ratings of the P&C companies could be lowered if
underwriting leverage increases over 4.5x, earnings continue to be
weak (e.g. return on capital in the mid-single digits or lower),
or reserves show significant adverse development (more than 4%).
The ratings of the title insurance operating companies could be
downgraded if there is a meaningful decrease in market presence
(i.e. market share below 5%), or if there is worse than expected
performance on the downward side of an industry cycle (i.e. losses
greater than $50 million).

The ratings on the P&C and Title groups could be confirmed if
parent company liquidity were improved, the risk of adverse
developments stemming from the mortgage insurance group were
meaningfully reduced, and the company were to maintain a more
creditor-friendly financial profile and liquidity management.

Factors that could lead to a confirmation of ORI's debt ratings at
the current level include decreased risk that parent ORI would be
required to support mortgage subsidiary RMIC in a worst case
scenario such as regulatory supervision, insolvency, or
rehabilitation; decreased risk that ORI could be required to fund
an early redemption of its outstanding debt; or demonstration that
the company has sufficient resources to fully fund such a
redemption without straining parent company liquidity or
subsidiary capitalization. ORI's debt ratings could be lowered if
there is a failure to address liquidity risks at the parent; a
downgrade of the IFS ratings of the company's lead operating
companies; increased financial leverage (adjusted debt-to-capital
above 25%) or a reduction in cash coverage of interest below 7x.

These ratings continue on review for downgrade:

Old Republic International Corporation -- senior unsecured debt at
Baa2; and provisional senior unsecured shelf at (P)Baa2;

Bituminous Casualty Corp. -- insurance financial strength of A1;

Bituminous Fire & Marine Insurance Co. -- insurance financial
strength of A1;

Great West Casualty Company -- insurance financial strength of A1;

Old Republic Insurance Co. -- insurance financial strength of A1;

Old Republic National Title Insurance Company -- insurance
financial strength of A1; and,

Mississippi Valley Title Insurance Company -- insurance financial
strength of A1.

The following rating was confirmed, with a negative outlook:

Republic Mortgage Insurance Company -- insurance financial
strength of Caa2.

The following ratings continue with a positive outlook:

Manufacturers Alliance Insurance Company -- insurance financial
strength of A3;

Pennsylvania Manufacturers' Association Ins Co -- insurance
financial strength of A3; and,

Pennsylvania Manufacturers Indemnity Company -- insurance
financial strength of A3.

Old Republic International Corporation, headquartered in Chicago,
Illinois, is a multi-line insurance holding company whose
subsidiaries are engaged primarily in property and casualty
insurance, mortgage guaranty, and title insurance. During the
first nine months of 2011, Old Republic reported total revenue of
$3.3 billion, and a net loss of $196 million. As of September 30,
2011, shareholders' equity was $3.8 billion.

The principal methodologies used in this rating were Moody's
Global Rating Methodology for Property and Casualty Insurers
published in May 2010; Moody's Rating Methodology for U.S. Title
Insurance Companies published in December 2011; and Moody's Global
Rating Methodology for the Mortgage Insurance Industry published
in February 2007.


OPUS CORP: Makes Fresh Start After Units' Bankruptcies
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the family behind
Opus, once one of the largest private developers in the country,
is making a comeback after settling years of messy battles with
creditors and former employees.

                         About Opus Corp.

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 protection
(Bankr. N.D. Tex. Case No. 09-34356) on July 6, 2009.  Clifton R.
Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in
their restructuring efforts.  Franklin Skierski Lovall Hayward,
LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is
conflicts counsel.  Chatham Financial Corp. is financial advisor.
BMC Group is the Company's claims and notice agent.  As of May 31,
Opus West -- together with its non-debtor affiliates -- had
$1,275,334,000 in assets against $1,462,328,000 in debts.  In its
bankruptcy petition, Opus West said it had assets and debts both
ranging from $100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22, 2009, in Delaware.


OSCAR TORRES: Banco Popular Wins Dismissal of Chapter 11 Case
-------------------------------------------------------------
At the behest of Banco Popular de Puerto Rico, Bankruptcy Judge
Enrique S. Lamoutte dismissed the Chapter 11 case of Oscar Torres
De Jesus.  At the onset of the case, the Bank sought to prohibit
the Debtor from using cash collateral.  The Bank alleges it is a
secured creditor for $12,041,132, and that it has properly
perfected a first priority position over all of the Debtor's
inventory, equipment, investment property, accounts receivable,
cash and other related intangibles.  The Bank seeks dismissal of
the case on the grounds of the Debtor's substantial or continuing
loss or diminution of the estate and absence of likelihood of
rehabilitation and other equitable grounds.  Judge Lamoutte
granted the Bank's request, saying there is sufficient cause to
dismiss the case pursuant to 11 U.S.C. Sections 1112(b)(4)(a) and
(f) and there being no unusual circumstances nor possibility of
conversion to a Chapter 7 pursuant to 11 U.S.C. Section 1112(c).

A copy of the Court's Jan. 23, 2012 Opinion and Order is available
at http://is.gd/pijGvhfrom Leagle.com.

Oscar Torres De Jesus, in Hatillo, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 10-11717) on Dec. 14, 2010.
Rafael A. Gonzalez Valiente, Esq., at Latimer, Biaggi, Rachid &
Godreau, serves as the Debtor's counsel.  Mr. De Jesus scheduled
$21,244,150 in assets and $13,340,713 in debts.


OTERO COUNTY: Court Extends Lease Decision Period to March 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico granted
Otero County Hospital Association, Inc.'s request to extend until
March 13, 2012, the period within which the Debtor may assume,
assume and assign, or reject unexpired leases of nonresidential
real property.

As reported by the Troubled Company Reporter on Dec. 20, 2011, the
Debtor is a party to four unexpired leases of nonresidential real
property.  The Debtor has not yet determined whether to assume or
reject the unexpired leases because it has been focusing on
numerous issues relating to its business operations and certain
lawsuits.

The Debtor needs more time to complete its evaluation of the
unexpired leases.  Accordingly, it is critical that the status quo
be maintained to ensure that decisions to assume or reject the
unexpired leases are made in a prudent and efficient manner.

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


OTERO COUNTY: Court Permits Committee to Retain James Morell
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico allowed
Otero County Hospital Association Inc.'s Official Committee of
Unsecured Creditors to retain James Morell of JCM Advisors, LLC,
as healthcare management consultant.

The Troubled Company Reporter reported on Dec. 19, 2011, that the
Committee is investigating the management and affairs of the
Debtor, including its assets, liabilities, financial condition,
and the pre-petition litigation that was pending on the Petition
Date.  It is also investigating and evaluating Quorum Health
Resources, LLC as manager of the Gerald Champion Regional Medical
Center.  It is essential for the Committee to employ Mr. Morell to
help the Committee fulfill its duties and obligations to the
unsecured creditors, namely in conducting its evaluation of QHR's
management of the Hospital.

Mr. Morell's rate is $250 per hour.

Mr. Morrel, managing director of JCM Advisors, LLC, attested that
he is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The Court authorized the Debtor to pay 75% invoiced fees and 100%
of reimbursable costs to Mr. Morell on a monthly basis, upon
receipt of Mr. Morell's billing statements before the Court's
ultimate approval of his compensation.

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


PAN AM LAND: Subsidiary Opposes Case Dismissal or Conversion
------------------------------------------------------------
Subsidiary Holdings, LLC, objects to the motion to dismiss or
convert the Chapter 11 case of Pan Am Land, LLC.  In the
alternative, Subsidiary Holdings seeks relief from automatic stay
to allow removal of personal property located at 8700 West
Carefree Highway, in Peoria, Arizona.

Subsidiary Holdings is a successor to Collectible Machine Trading,
LLC, and North American Aircraft Holdings, LLC, which owns 100%
interest in all the Personal Property.  Subsidiary Holdings has
been caught up in a landlord tenant dispute, between Pan Am Land,
LLC, which is the tenant and Pleasant Valley Airport Associates,
as the landlord.

As previously reported by the TCR on Jan. 5, 2012, Pleasant Valley
sought dismissal or conversion of the Chapter 11 case for, among
other things, the absence of a reasonable likelihood of
rehabilitation and a likelihood of continuing loss to or
diminution of the estate, the Debtor's failure to file 11 monthly
financial reports for February 2011 through December 2011, and the
Debtor's failure to pay quarterly fees to the United States
Trustee.

Pleasant Valley claims a landlord's lien on the Personal Property.
Subsidiary Holdings asserts that pursuant to Arizona State Law,
that landlord's lien does not apply to third party who is not a
party to the lease.

                       About Pan Am Land LLC

Sherri S. Parkin, Michael P. Potekhen, and Aaron C. Valenzuela,
filed for Involuntary Chapter 11 against Phoenix, Arisona-based
Pan Am Land LLC (Bankr. D. Ariz. Case No. 11-02234) on Jan. 27,
2011.  Redfield T. Baum, Sr. presides over the case.


PATRIOT COAL: S&P Puts 'B+' Corporate Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on St. Louis, Mo.-based Patriot
Coal Corp. (Patriot) on CreditWatch with negative implications.

"The CreditWatch listing reflects the potential that the company's
2012 EBITDA may be lower than we expected if demand for
metallurgical coal, specifically in the export market, does not
improve," said Standard & Poor's credit analyst Maurice Austin.
"Patriot has curtailed higher cost production in both its Rocklick
and Wells mining complexes. We had previously expected Patriot to
generate more than $400 million of adjusted EBITDA during 2012.
Given these assumptions, we expected total adjusted debt to EBITDA
of about 4.75x. However, at estimated current levels of coal
production, we now believe that Patriot may generate less adjusted
EBITDA, likely in the $365 million area. As a result, credit
measures could remain above 5x."

"The rating on Patriot reflects our assessment of the company's
business risk profile as 'weak' and financial risk profile as
'aggressive' (as our criteria define those terms). The company has
significant exposure to the high-cost Central Appalachia (CAPP)
region and faces challenges posed by the inherent risks of coal
mining, including operating problems, price volatility, and
increasing costs and regulatory scrutiny. Patriot has large legacy
liabilities but possesses adequate liquidity, in our view, to meet
its near-term obligations," S&P said.

"In resolving the CreditWatch listing," Mr. Austin continued, "we
will meet with management to discuss its near-term operating and
financial prospects, including end-market demand trends."


PBF HOLDING: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's assigned a Ba3 rating to PBF Holding Company LLC's new
secured notes due 2020. Moody's also assigned a Ba3 Corporate
Family Rating (CFR) and Probability of Default Rating (PDR). This
is the first time that Moody's has rated PBF. The outlook is
stable.

RATINGS RATIONALE

"The Ba3 CFR reflects scale which is strong within the context of
the Ba rating category, a modest degree of diversification, an
ability to process a high proportion of heavy and medium sour
crude on the East Coast and WTI priced crude in the Midcontinent,
low leverage relative to Ba refining peers, and a seasoned
management team with a strong industry track record prior to
joining PBF", commented Jonathan Kalmanoff, Moody's Analyst. "The
rating is restrained by PBF's short track record and early stage
of operations, high proportion of cash flows from the highly
competitive Northeast market, and the risks inherent in a strategy
of continued growth through acquisitions." The Ba3 CFR and stable
outlook incorporate Moody's expectation that the Delaware City
refinery will achieve operating costs per barrel in the mid-$4
range in line with company and third party engineering
expectations, and will not experience a material amount of
unplanned down time or unanticipated maintenance costs.

PBF has good liquidity through 2012. At September 30, 2011 pro
forma, the company had approximately $378 million of availability
under its $500 million ABL credit facility due 2016 and had $241
million of cash. Although cash flows are dependent upon
potentially volatile commodity prices and margins, we believe it
is unlikely that PBF will experience negative free cash flow in
excess of around $140 million during 2012, which is significantly
below its $241 million cash balance, absent an unexpected
acquisition. However PBF has crude supply and off-take agreements
which significantly reduce working capital requirements and if
these agreements were to no longer be in effect for any reason,
working capital funding requirements would increase materially.
The ABL credit facility has a single financial maintenance
covenant, a minimum fixed charge coverage ratio of 1.1x, which
applies only when availability drops below 17.5% or $35 million.
Availability under the facility is subject to a borrowing base
tied to the value of receivables, inventory, and cash. PBF has no
debt maturities prior 2016. Since the company's asset base is
encumbered by the ABL credit facility and the secured notes
(subject to certain exceptions in the notes), PBF may be limited
in its ability to utilize asset sales as a source of backup
liquidity.

The Ba3 senior secured note rating reflects PBF's overall
probability of default, to which Moody's assigns a PDR of Ba3, and
a loss given default of LGD4-57%. The lack of notching between the
notes and the CFR under Moody's Loss Given Default Methodology is
a result of the notes being secured, and also assumes that
borrowings under the ABL credit facility will not routinely exceed
approximately $300 million.

Moody's could upgrade the ratings if PBF develops a longer track
record of profitable operations with the Delaware City refinery
with operating performance in line with company and third party
engineering expectations, develops a longer track record of growth
without increasing business risk or decreasing profitability, and
appears able to maintain RCF/debt at or above 65%. Moody's could
downgrade the ratings if the Delaware City refinery materially
underperforms relative to company and third party engineering
expectations, if acquisitions materially increase business risk or
decrease profitability, or if RCF/debt is expected to decrease to
below 10%.

The principal methodology used in rating PBF Holding was the
Global Refining and Marketing Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

PBF Holding Company LLC is an independent refining and marketing
company headquartered in Parsippany, NJ.


PBF HOLDING: S&P Assigns 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Parsippany, N.J.-based PBF Holding Co. LLC (PBF).
The outlook is stable.

"At the same time, we assigned a 'BB+' issue-level rating (two
notches higher than the corporate credit rating) to PBF's proposed
$675 million senior secured notes due 2020. We assigned a '1'
recovery rating to the notes, indicating our expectation of very
high (90% to 100%) recovery in the event of a payment default.
(PBF Finance Corp. is the co-issuer of this debt)," S&P said.

"The ratings on PBF reflect the company's 'weak' business risk
profile and 'aggressive' financial risk profile--as our criteria
define the terms," said Standard & Poor's credit analyst Mark D.
Bromberg. "PBF was formed in 2008 as a partnership between
European refiner Petroplus and private equity sponsors Blackstone
Group L.P. and First Reserve Corp. PBF is seeking to emulate a
strategy that its Chairman, Thomas O'Malley, successfully executed
when he led predecessor companies Tosco Corp. and Premcor; the
company will seek to acquire underperforming refineries and return
them to profitability by reducing operating and labor costs. Since
inception, PBF has acquired two refineries in the PADD I region
(East Coast) and one refinery in PADD II (Midwest)."

"The stable outlook reflects our expectation that PBF will
maintain adequate liquidity and that fundamentals, particularly
benchmark crack spreads and light-heavy differentials, will remain
supportive for PBF to maintain credit measures commensurate with
the 'BB-' rating. We could downgrade PBF if market conditions
and/or financial measures weaken on a sustained basis. Given our
assessment of PBF's weak business profile, which incorporates the
firm's acquisitive growth strategy, the inherent cyclicality of
the refining industry, and lack of operating and geographic
diversity, we currently view an upgrade as unlikely," S&P said.


PJ FINANCE: Equity Holders to Retain Ownership After Auction
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PJ Finance Co. reopened the auction as directed by
the bankruptcy judge in Delaware.  As a result of multiple rounds
of new bidding over four days this month, the equity owners ended
up with the best bid to sponsor a Chapter 11 reorganization plan.

The bankruptcy court in Wilmington, Delaware, was scheduled to
hold a hearing Jan. 25 for approval of the revised disclosure
statement explaining the plan that was sweetened as a result of
the new rounds of bidding.

According to the report, the company said in the revised
disclosure statement that the ultimate offer by the owners will
result in $120 million greater value going to the senior secured
lenders.  To reflect the higher offer stemming from renewed
bidding, the plan was revised to provide that secured lenders,
owed $480 million, should recover between 95.7% and full payment,
compared with a maximum of 78% under the prior plan.  The lenders
are to receive a $423 million note with interest initially at 3%,
rising over time to 5.4%.  They will receive two additional notes
for $80 million that won't accrue interest.  All of the notes
mature at the end of 2019.

The report relates that the equity owners, the report relates, are
investing $22.5 million plus an additional $5 million if required.
General unsecured creditors owed $6.5 million are to be paid in
full.

Mr. Rochelle notes that the company and secured lender Torchlight
Loan Services LLC halted their disputes pending the auction to
learn whether there was a better offer to sponsor a plan than the
one originally filed by the company and the creditors' committee
in September.  Torchlight is special servicer for $475 million in
mortgage-backed securities.

Originally, the plan was to be financed with $10 million from the
owners.

When it filed for bankruptcy, PJ Finance said it has a commitment
from Gaia Real Estate Investments LLC to invest $42 million and
serve as the foundation for a reorganization plan.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA
Piper LLP (US), serve as bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, is the Debtors' claims and notice agent.  An
official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


PLATINUM STUDIOS: Amends 98 Million "Dutchess" Offering
-------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Securities Commission amendment no.2 to Form S-1 relating to the
offer and resale of up to 98,000,000 shares of the Company's
common stock, par value $0.0001 per share, by the selling
stockholder, Dutchess Opportunity Fund II, LP, or "Dutchess".  Of
those shares, (i) Dutchess has agreed to purchase up to 98,000,000
shares pursuant to the investment agreement dated Nov. 1, 2011,
between Dutchess and the Company, and (ii) no shares were issued
to Dutchess in consideration for the investment.  Subject to the
terms and conditions of such investment agreement, which is
referred to in this prospectus as the "Investment Agreement," the
Company has the right to put up to $10,000,000 in shares of the
Company's common stock to Dutchess.  This arrangement is sometimes
referred to as an "Equity Line."

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

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

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PDOS".  The last reported sale price of the
Company's common stock on the OTC Bulletin Board on Jan. 19, 2012,
was $0.0021 per share.

A full-text copy of the Form S-1 is available at:

                        http://is.gd/sXDH0Y

                      About Platinum Studios

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

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

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

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

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


PM CROSS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PM Cross, LLC
        P.O. Box 6511
        Manchester, NH 03108

Bankruptcy Case No.: 12-10169

Chapter 11 Petition Date: January 22, 2012

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

Scheduled Assets: $1,250,000

Scheduled Liabilities: $2,098,230

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nhb12-10169.pdf

The petition was signed by David McCurdy, manager.


POST HOLDINGS: S&P Rates $775MM Senior Unsecured Notes at 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
issue level rating to U.S.-based Post Holdings Inc.'s (B+
(prelim.)/Stable) proposed $775 million senior unsecured notes due
2022. "The preliminary recovery rating is '4', indicating our
expectation for average (30% to 50%) recovery in the event of a
payment default. All ratings are based on preliminary terms and
closing conditions and are subject to review upon receipt of final
documentation. We understand that net proceeds along with the
company's senior secured credit facilities will be used to fund
a dividend to Ralcorp, to retain cash on Post's balance sheet, and
to cover fees and expenses. Pro forma for the transaction, we
estimate that the company will have about $950 million of reported
debt outstanding," S&P said.

"The ratings on Post reflect our opinion of its aggressive
financial risk profile and weak business risk profile," said
Standard & Poor's credit analyst Bea Chiem. "We estimate that the
standalone company will have significant debt obligations
following the spin-off."

"Key credit factors considered in our weak business risk
assessment include our view of Post's narrow product portfolio,
participation in the highly competitive ready-to-eat cereal
category, exposure to volatile commodity costs, and limited brand
and geographic diversity," S&P said.

"Our rating outlook on Post is stable. We expect that the company
will maintain leverage below 5x, adequate liquidity, and positive
free cash flow," S&P said.

Ratings List
Rating Affirmation; CreditWatch/Outlook Action

Post Holdings Inc.
Corporate Credit Rating              B+(Prelim.)/Stable/--

Senior secured notes                 BB (Prelim.)
Recovery Rating                      1 (Prelim.)

New Rating

Senior unsecured notes               B+(Prelim.)
Recovery Rating                     4 (Prelim.)


QUALTEQ INC: Plan to Pay Unsecured Debt Fully in 10 Years
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that QualTeq Inc. scheduled a Feb. 22 hearing for approval
of the disclosure statement telling unsecured creditors they will
be paid in full with interest over 10 years.  Existing secured
debt would be refinanced under the plan.  Current suppliers will
be paid in full six months after the plan becomes effective.
Other unsecured creditors won't begin to receive their payments
until after current suppliers are fully paid.  The plan allows
existing shareholders to retain ownership.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUIZNOS CORP: Ducks Prepack by 100% Acceptance Out of Court
-----------------------------------------------------------
Quiznos Corp. has successfully completed its financial
restructuring on an out-of-court basis.  The agreement eliminates
one-third -- or approximately $300 million -- of the company's
outstanding debt, and provides a significant infusion of $150
million in new equity from Avenue Capital Group, a global
investment firm, to position Quiznos for future growth.

"Improving our balance sheet and putting our capital structure
issues behind us are major steps forward to strengthening the
Quiznos brand and our customer experience," said Greg MacDonald,
Quiznos Chief Executive Officer. "We look forward to working
alongside the Avenue Capital Group team and appreciate the support
of all of our lenders during this restructuring process. Along
with our dedicated franchise owners and employees, we can now
focus primarily on the customer experience and our fresh, high-
quality products. This is an exciting time for all of us here."

Following the successful closing of an exchange offer launched by
Quiznos on Dec. 23, 2011, Avenue Capital Group has become the
majority owner of the Company through its $150 million equity
infusion and the conversion of its debt to equity.

Marc Lasry, CEO of Avenue Capital Group, said, "We are excited to
be part of the Quiznos team and look forward to partnering with
management in the weeks and months ahead."

One hundred percent of the aggregate principal amount of the
first- and second-lien loans were tendered in the exchange offer.
The holders of approximately $650 million in first-lien loans were
repaid $75 million in cash and the maturity of the balance of
their loans was extended until the five-year anniversary of the
closing. Certain lenders also exchanged approximately $150 million
of their existing first-lien loans for new second-lien loans, and
holders of approximately $225 million of second-lien loans
exchanged their loans for a pro rata share of 40% of the new
equity of the recapitalized Quiznos. In addition, the Company
received significant concessions from certain other creditors and
stakeholders.  Former equity owners Consumer Capital Partners
facilitated the restructuring process and provided certain
concessions to allow the restructuring to be completed out of
court.

Quiznos' financial advisor for the restructuring was Moelis &
Company and its legal advisor was Paul, Weiss, Rifkind, Wharton &
Garrison L.L.P.  Vinson & Elkins L.L.P acted as the company's
financing counsel.  The financial advisor for Avenue Capital and
certain other lenders was Lazard and the legal advisor was Akin
Gump Strauss Hauer & Feld LLP.  The financial advisor for first-
lien lenders was Blackstone Advisory Partners L.P. and the legal
advisor was Willkie Farr & Gallagher LLP.

                         About Quiznos

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

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


RCC SOUTH: Court Confirms SFI Belmont Plan of Reorganization
------------------------------------------------------------
On Dec. 16, 2011, Bankruptcy Judge Sarah S. Curley confirmed SFI
Belmont LLC's Plan of Reorganization dated Sept. 2, 2011, as non-
adversely modified on Nov. 23, 2011, which was filed in the
Chapter 11 case of RCC South, LLC.

Prior to the Confirmation Hearing, Belmont transferred its
interest in the Chapter 11 case of RCC South case to SFI Raintree
- Scottsdale LLC.  Moreover, before the confirmation hearing on
Dec. 6, 2011, at 9:00 a.m. (Arizona Time), Belmont foreclosed on
the Real Property as authorized under this Court's "Order
Modifying Stay" [Dkt. No. 269].

A copy of the order confirming the Belmont Plan dated Sept. 2,
2011, as non-adversely modified on Nov. 23, 2011, is available for
free at:

  http://bankrupt.com/misc/rccsouth.confirmationorder.doc389.pdf

A copy of the SFI Belmont Plan dated Sept. 2, 2011, as non-
adversely modified on Nov. 23, 2011, is available for free at:

  http://bankrupt.com/misc/rccsouth.belmontplan.doc367.pdf

Pursuant to the SFI Belmont Plan, each Holder of a Class 5 General
Unsecured Claim, as and when such General Unsecured Claim is or
becomes an Allowed Claim, will be paid fully and in Cash on the
Effective Date or the Claim Payment Date if a Class 5 General
Unsecured claim is not an Allowed Claim on the Effective Date.

The Class 3 Belmont Secured Claim will be treated as an impaired
Allowed Secured Claim in the amount of $55,000,000.  On the
Effective Date, all Property, including, but not limited to, all
Real Property, and all Property Operations Materials will be
transferred to Belmont free and clear of all liens, Claims,
Interests and encumbrances, except for Permitted Encumbrances, in
satisfaction of $55,000,000 of the Belmont Claim and in
consideration of Belmont's agreed treatment of the Belmont
Unsecured Claim and the Belmont Plan Funding.

Belmont will not receive or retain anything on account of its
Class 4 Belmont Unsecured Claim under the Plan.

On the Effective Date, all Interests in the Debtor will be
canceled and no Holder of a membership Interest will receive or
retain anything under the Plan on account of their Interest.

                         About RCC South

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case
No. 10-23475) on July 27, 2010.  John J. Hebert, Esq., Philip R.
Rudd, Esq., and Wesley D. Ray, Esq., at Polsenelli Shughart, P.C.,
in Phoenix, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


RAILWORKS CORP: Settles Missouri Revenue Department's Claims
------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir signed off on a stipulation and
consent order resolving Railworks Corporation's objection to the
proofs of claim filed by the Missouri Department of Revenue.

The MDR filed proofs of claim for corporate income and use taxes
against these Debtors:

                                                Claim Amount
                                                ------------
     Annex Railroad Builders                      $27,820.50
     Railworks Corp.                              $48,037.35
     Railworks Corp.                               $2,958.58
     Woodwaste Energy                              $5,240.40
     Railworks Track Systems                       $5,734.51
     Annex Railroad Builders                         $275.75
     Railworks Track Systems                       $1,023.06
     Railworks Track Systems                          $16.82
     Railworks Track Systems                           $8.32
     Railworks Track Systems                       $5,734.51
     Neosho Central America                        $2,284.34
     Railworks Track Systems                          $15.70

In their Amended Fourth Omnibus Objection to Allowance of Certain
Claims, the Debtors objected to the Claims on the grounds that the
Claims were either overstated or paid, and should be reduced or
disallowed in full.

The Debtors and the MDR have agreed that certain claims should be
disallowed in full, and certain claims were paid by the Debtors
and should be expunged from the Claims Registry on the basis of
the Debtors' payment.

A copy of the Stipulation dated Jan. 23, 2012, is available at
http://is.gd/jIMOshfrom Leagle.com.

J. Daniel Vorsteg, Esq. -- jdvorsteg@wtplaw.com -- at Whiteford,
Taylor & Preston L.L.P., serves as the Debtors' counsel.

Founded in 1998, RailWorks Corporation -- http://www.railworks.com
-- provides reliable construction, maintenance, and material
solutions for the rail and rail-transit industries.  Baltimore-
based RailWorks Corp. filed and 22 affiliates for Chapter 11
bankruptcy (Bankr. D. Md. Case Nos. 01-64463 through 01-64485) on
Sept. 21, 2001, Judge E. Stephen Derby presiding.  Whiteford,
Taylor & Preston L.L.P., served as bankruptcy counsel.  In
November 2002, RailWorks emerged from bankruptcy as a privately
held company.  It received approval of its reorganization plan
effective Oct. 1, 2002.


RAINBOX REALTY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Thomas Grillo at Boston Business Journal reports that Rainbow
Realty Corp. has filed for Chapter 11 bankruptcy protection in
U.S. Bankruptcy Court in Boston.

The report says president James B. McEnaney estimated the
Company's liabilities at between $1 million and $10 million.
Creditors include the Internal Revenue Service, the Massachusetts
Department of Revenue, TD Bank and the town of Franklin.

The report notes Rainbow is represented in the proceedings by Nina
Parker, Esq., an attorney at Parker & Associates in Winchester.

Rainbow Realty Corp. is a family-owned real estate firm.


RAL PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RAL Properties, Ltd.
        27970 Chagrin Boulevard, Suite E205
        Woodmere, OH 44122

Bankruptcy Case No.: 12-10439

Chapter 11 Petition Date: January 23, 2012

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

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Scott H. Scharf, Esq.
                  SCOTT H. SCHARF CO., LPA
                  3783 South Green Road
                  Cleveland, OH 44122
                  Tel: (216) 514-2225
                  Fax: (216) 514-3142
                  E-mail: scharf@scharflegal.com

Scheduled Assets: $1,086,520

Scheduled Liabilities: $2,154,369

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-10439.pdf

The petition was signed by Robert A. Lavine, managing member and
president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Robert A. Lavine                      11-20850            12/30/11


REAL MEX: WestSpring Master Fund Out of Creditors Committee
-----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), filend an amended
notice of appointment of the Official Committee of Unsecured
Creditors of Real Mex Restaurants, Inc., to reflect the
resignation of WestSpring Master Fund, Ltd.

The Creditors Committee members are:

     1. Pepsi-Cola Fountain Co., Inc.
        Attn: Chad New
        1100 Reynolds Boulevard
        Winston-Salem, NC 27105
        Tel: (336) 876-5781
        Fax: (336) 896-6287

     2. Brenda Ruiz
        Attn: Peter Kravitz, Kravitz Law Firm
        16830 Ventura Boulevard
        #160, Encino, CA 91436
        Tel: (310) 974-6351

     3. Ryder Truck Rental Inc.
        Attn: Kevin P. Saunty
        6000 Windward Parkway
        Alpharetta, GA 30005
        Tel: (770) 569-6511
        Fax: (770) 569-6712

     4. Wilmington Trust
        National Association
        Administrative Agent to the RMR Unsecured Loan
        Attn: Renee Huhl
        50 South Sixth Street, Suite 1290
        Minneapolis MN, 55402
        Tel: (612) 217-5635
        Fax: (612) 217-5651

                          About Real Mex

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.


RHODE ISLAND: Moody's Raises Rating on Ser. 2002A Bond to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the bonds issued by Rhode
Island Tobacco Settlement Financing Corporation. The bonds are
securitizations of payments that domestic tobacco manufacturers
owe to 46 states and certain territories under the Master
Settlement Agreement (MSA).

RATINGS RATIONALE

The upgrades are the result of taking into account a contract with
Morgan Stanley that enables the transaction to benefit from a
higher yield on the debt service reserve account than Moody's
assumed in its previous rating actions published on September 8,
2011. In the September actions, Moody's followed its methodology
published in May 2011 that includes an assumption on yield on
reserve accounts of 0.50% for the first year with increases of
0.25% per year until the yield reaches a maximum level of 2% per
annum. However, pursuant to an agreement between the issuer and
Morgan Stanley, this transaction benefits from a 5.48% interest
rate on investments in the reserve account. The terms of this
agreement were inadvertently overlooked when the bonds were
downgraded on September 8, 2011. As of December 2011, the
transaction had approximately $51 Million in its Debt Service
Reserve account. Therefore, the incremental increase in yield
improves the transaction's cash flow.

Primary sources of uncertainty include future trends in domestic
cigarette consumption, the domestic market share of the tobacco
manufacturers who are parties to the MSA, as well as tobacco
manufacturers' market share. Moody's current expectation for
domestic cigarette consumption is an annual decline of 3-4%. If
Moody's expectation changes to a lower range of 2-3% annual
decline, this could result in an upgrade. Conversely, expectation
of a more severe decline, in the range of 5% or more, would likely
result in a downgrade.

The principal methodology used in this rating was "Moody's
Approach to Rating Tobacco Settlement Revenue Securitizations,"
published on May, 2011.

The complete rating actions are:

Issuer: Tobacco Settlement Financing Corporation, Series 2002A and
2002B

Ser. 2002A Tax-Exempt Term Bond 2, Upgraded to Baa3 (sf);
previously on Sep 8, 2011 Downgraded to Ba1 (sf)

Ser. 2002A Tax-Exempt Term Bond 3, Upgraded to Ba1 (sf);
previously on Sep 8, 2011 Downgraded to B1 (sf)


ROCK POINTE: Bankruptcy Filing Halts Foreclosure Action
-------------------------------------------------------
The Spokesman-Review relates that the Chapter 11 case of Rock
Pointe Holdings Company LLC forestalled a foreclosure effort by
creditors who say they're owed more than $65 million.  Rock
Pointe's commercial office complex in north Spokane includes four
buildings with more than 560,000 square feet of space.  It was
sold by its developer, Walt Worthy, to Prium Cos. LLC, of Tacoma,
in 2005.

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center.  The Company filed for Chapter 11 protection on Dec. 2,
2011 (Bankr. E.D. Wash. Case No.11-05811).  Brett L. Wittner,
Esq., at Kent & Wittner PS, represents the Debtor.  The Debtor
estimated both assets and debts of between $50 million and $100
million.


ROOKWOOD POTTERY: Chip DeMois Steps Down as CEO
-----------------------------------------------
The Enquirer reports that the Rookwood Pottery Co. announced on
Jan. 23, 2012, that chief executive officer Chip DeMois has left
the company and will return to his consulting business.

According to the report, Mr. DeMois spent the past year at the
131-year-old Cincinnati institution leading a team of artists
while a battle over Rookwood's ownership wound its way through the
courts following the ouster of its former CEO in December 2010.
The report notes that with a $1 million investment from owners
Martin and Marilyn Wade, Mr. DeMois purchased equipment to boost
production and hired at least 20 new artists, engineers and
salespeople.

In May 2011, creditors of Rookwood -- including former executive
Christopher Rose -- forced Rookwood into Chapter 11 bankruptcy,
saying they were owed nearly $260,000.  The Wades had planned to
auction the company's assets that month with the hope of
reorganizing under a new corporate structure, notes the report.

The report says a bankruptcy judge threw out the case in July
2011, and Rookwood continues to be funded and operated by the
Wades.

Rookwood Pottery -- http://www.rookwood.com/-- provides artisan
quality products like art tile, art pottery, corporate gifts and
special commissions to designers, architects, and homeowners.


RYLAND GROUP: JPMorgan Discloses 5% Equity Stake
------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, JPMorgan Chase & Co. disclosed that, as of Dec. 30,
2011, it beneficially owns 2,265,005 shares of common stock of
The Ryland Group, Inc., representing 5% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/Psc7eV

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
billion in total assets, $1.06 billion in total liabilities and
$484.75 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SAGAMORE VENTURES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sagamore Ventures LLC
        201 Old Country Road
        Melville, NY 11747

Bankruptcy Case No.: 12-70362

Chapter 11 Petition Date: January 24, 2012

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

Judge: Robert E. Grossman

Debtor's Counsel: Pro Se

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

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

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

The petition was signed by Thomas Gugliano, member.


SEA CONTAINERS: Dividend Payment Scheduled for Jan. 27
------------------------------------------------------
Bernews reports that SeaCo Ltd. reported that the payment date for
the previously announced First Liquidating Distribution of $0.65
per common share will be January 27, 2012.

According to the report, the First Liquidating Distribution will
be made to SeaCo shareholders of record as of the close of
business on January 19, 2012.

The report notes that SeaCo Ltd. is a shipping container
investment and leasing group, which was formed in Bermuda in
February 2009 to hold the existing container leasing investments
of Sea Containers Limited following its U.S. Chapter 11 bankruptcy
reorganization.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company was
owned almost entirely by United States shareholders and its
primary listing was on the New York Stock Exchange (SCRA and SCRB)
since 1974.  Through its GNER subsidiary, Sea Containers Passenger
Transport operated Britain's fastest railway, the Great North
Eastern Railway, linking England and Scotland.  It also conducted
ferry operations, serving Finland and Estonia as well as a
commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection (Bankr. D. Del. Case No. 06-11156) on Oct. 15, 2006.
Lawyers at Young, Conaway, Stargatt & Taylor, represented the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors and the Financial Members Sub-Committee of the
Official Committee of Unsecured Creditors of Sea Containers Ltd.
were represented by lawyers at Morris, Nichols, Arsht & Tunnell
LLP.  Sea Containers Services Ltd.'s Official Committee of
Unsecured Creditors was represented by attorneys at Willkie Farr &
Gallagher LLP.

In its schedules, Sea Containers disclosed total assets of
$62,400,718 and total liabilities of $1,545,384,083 as of its
bankruptcy filing.

The Fourth Amended Joint Plan of Reorganization for Sea Containers
Ltd., Sea Containers Services Ltd., and Sea Containers Caribbean,
Inc., became effective Feb. 11, 2009.


SERRANO REALTY: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Serrano Realty Investments, Inc.
        P.O. Box 29772
        San Juan, PR 00924

Bankruptcy Case No.: 12-00339

Chapter 11 Petition Date: January 23, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq.
                  P.O. Box 191993
                  San Juan, PR 00919-1993
                  Tel: (787) 764-5134
                  Fax: (787) 758-5087
                  E-mail: fjramos@coqui.net

Scheduled Assets: $6,772,200

Scheduled Liabilities: $2,961,135

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-00339.pdf


SFVA INC: Officials Say $1 Million in Scholarship in Jeopardy
-------------------------------------------------------------
The Associated Press reports that State Fair of Virginia Inc.
officials said that more than $1 million in scholarships awarded
to high school students could be in jeopardy.

According to the report, SFVA President Curry Roberts explained in
a letter how the non-profit's Chapter 11 bankruptcy filing could
affect money that's been promised to their children.  Mr. Roberts
said that despite clear language that segregated the scholarship
assets from other money pledged as collateral for its loans, its
lenders are trying to seize those funds.

The report notes the next court appearance for the State Fair of
Virginia will be Feb. 14, 2012, for a status conference hearing at
the U.S. Bankruptcy Court in Richmond, Virginia.

                          About SFVA Inc.

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

The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman
Sanders LLP.

W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five members
to serve on the Official Committee of Unsecured Creditors.


SHASTA LAKE: Hearing on Ch. 11 Plan Confirmation Set for Feb. 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will convene a hearing on Feb. 8, 2012, at 10:00 a.m., to consider
the confirmation of Shasta Lake Resorts LP's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Nov. 29, 2011,
according to the Disclosure Statement, the Plan of Reorganization
dated as of Oct. 28, 2011, proposes to pay the Bank of America,
N.A.'s secured claims in full from the Debtor's future operating
revenues and from sale of excess houseboat inventory.  The Plan
also provides payment in full at the Plan Effective Date to those
unclassified claims and classes of claims which the Bankruptcy
Code requires to be paid on the Effective Date, except to those
classes of claims which agree otherwise, and payment in full over
time to those classes of claims which the Bankruptcy Code requires
or allows payment in full over time.  The Plan provides for two
classes of secured claims, five classes of non-priority unsecured
claims; one class of unclassified priority claims; and one class
of equity interests.

Under the Plan, the Debtor will continue to market and offer to
sell its used houseboat inventory to pay down the Class 2 Claim.
To the extent new houseboats are needed to refresh the Debtor's
stock of houseboats for rent, it will finance that need through
leasing, by which individuals will purchase and place new
houseboat inventory with the Debtor in exchange for a percentage
of rental income, which is a financing mechanism the Debtor has
successfully implemented and has the ability to do so in the
future.

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

                         About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of about 65 houseboats
primarily out of its Jones Valley Resort on Shasta Lake and its
New Melones Lake Marina.  SLR offers a full service dock at both
Jones Valley Resort and New Melones Lake Marina, with overnight
and year round moorage and small boat and accessory rentals.  SLR
also operates floating stores, which sell everything its customers
may want to complete their houseboating experience, including
grocery items, bait and tackle, water sports and marine items,
unique gifts and apparel.  SLR offers slip rentals at Sugarloaf
Resort on Shasta Lake.

Andrew D. Smith acts as the Debtor's special counsel.  David L.
Edwards is the special counsel to prosecute, on the Debtor's
behalf, an action filed in the Superior Court of the State of
California, Shasta County, against Kenneth Tellstrom.

SLR filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif.
Case No. 11-37221) on July 13, 2011.  Judge Christopher M. Klein
is assigned to the case.  Jamie P. Dreher, Esq., at Downey Brand
LLP, in Sacramento, California, represents SLR.  The Debtor
disclosed $11,958,504 in assets and $6,884,215 in liabilities as
of the Chapter 11 filing.


SMITHFIELD FOODS: Fitch Lifts Rating Senior Unsec. Debt to 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded the following ratings of Smithfield
Foods, Inc. (Smithfield; NYSE: SFD).

  -- Long-term Issuer Default Rating (IDR) to 'BB-'from 'B+';
  -- Senior unsecured debt to 'BB-' from 'B/RR5'.

Fitch has simultaneously affirmed the following ratings:

  -- Asset-based Inventory Revolver at 'BB+';
  -- Secured term loan at 'BB+';
  -- Secured notes at 'BB+'.

Recovery ratings have been withdrawn due to Smithfield's lower
overall probability of default.

The Rating Outlook is Stable.  At Oct. 30, 2011, Smithfield had
approximately $2.2 billion of total debt, inclusive of about
$40 million of unamortized debt discounts.

Rating Rationale:

This rating action follows the revision of Smithfield's Rating
Outlook to Positive from Stable on June 16, 2011.  The upgrade is
due to considerable debt reduction concurrent with consistently
better than expected operating performance and credit statistics.
Smithfield has paid off approximately $1 billion of debt since the
fiscal year ended May 2, 2010.

The two notch upgrade of Smithfield's unsecured debt reflects the
firm's significant deleveraging.  Furthermore, Fitch believes the
relatively low amount of higher priority secured debt improves
recovery for unsecured bondholders if there was an event of
default.  At Oct. 30, 2011, about 35% of Smithfield's debt was
secured while 65% was unsecured.

Smithfield's ratings incorporate Fitch's expectation that total
debt-to-operating income will approximate 3.0 times (x) to 4.0x
and that the firm will generate FCF in most years.  As such,
ratings have room to withstand modest additional leverage
resulting from lower operating earnings or small-to-mid size
acquisitions.

The company's ratings recognize the negative impact volatile grain
and potentially lower pork and live hog prices can have on it's
earnings and operating cash flow.  Additionally, Fitch believes
Smithfield's lack of diversification across proteins results in
higher business risk.

Partially offsetting these negatives is the firm's meaningful and
growing portfolio of branded value added packaged meats products.
For the fiscal year ended May 1, 2011, Smithfield had $5.7 billion
of packaged meats sales which represented 47% of its total $12.2
billion of annual revenue.  The largest of the firm's core brands
include Farmland and Smithfield, each with over $1 billion of
sales. Other large brands include Eckrich, Armour, John Morrell,
and Cook's.

Rating Drivers:

Meaningful additional deleveraging such that debt levels are
maintained below $2 billion and total debt-to-operating EBITDA
is sustained below 3.0x could result in future upgrades of
Smithfield's IDR and senior unsecured debt.  Fitch believes lower
debt levels would further lessen the impact of periodic downturns
in the pork industry on Smithfield's credit profile.

Conversely, a more aggressive financial strategy characterized by
large debt-financed acquisitions or share repurchases would be
viewed negatively.  Materially higher debt levels or considerably
weaker operating earnings and cash flow that results in total
debt-to-operating EBITDA consistently above 5.0x could result
in a downgrade.

Credit Statistics:

During the LTM period ended Oct. 30, 2011, Smithfield generated
over $1.2 billion of operating EBITDA and had an operating EBITDA
margin of more than 9.0%, well above an average of about 6% since
2001.  Total debt-to-operating EBITDA was 1.9x, in line with
levels at the fiscal year ended May 1, 2011 while operating
EBITDA-to-gross interest expense increased to 5.2x from 4.4x.

LTM FCF was $64.4 million, down from the $439.6 million generated
during fiscal 2011.  Smithfield's FCF during the six-month
period ended Oct. 30, 2011 was negatively affected by high
seasonal working capital requirements, voluntary pension fund
contributions, and heightened capital expenditures to support
additional investments in its packaged meats capabilities. Fitch
believes Smithfield is capable of generating an average of about
$100 million of FCF annually.

Recent Operating Performance:

Fitch believes Smithfield's consolidated operating earnings could
continue to track at or above normalized levels through the first
half of fiscal 2013.  Industry fundamentals remain favorable with
good export demand, particular from Asia, and relatively stable
pork supply.  Furthermore, pork consumption trends in the U.S.
are expected to improve in 2012. These operating conditions
should provide support to hog and pork prices in the near term.
Smithfield is also benefiting from the realization of $125 million
of annualized efficiency improvements in its pork segment and is
on track to achieve $90 million of annual benefit from
restructuring its hog production business by fiscal 2013.
For the first six-months of fiscal 2012, the period ended Oct. 30,
2011, consolidated sales increased 9% to $6.4 billion due mainly
to higher pricing. Average selling prices in Smithfield's pork
segment were up 9% versus the same period last year while volumes
rose 1%. The firm's pork segment represented 84% of net sales and
69% of operating profit excluding corporate expenses in fiscal
2011. Consolidated gross profit increased 3% to $826.7 despite
higher raw material costs and Smithfield remained profitable in
all of its business segments. Reported operating profit declined
12.6% or $57.8 million to $397.9 million due mainly to a $39
million litigation-related cash charge and lower equity income
from its 37% interest in Campofrio Food Group, Inc. and Mexican
joint ventures.

During the same period, Smithfield used internally generated cash
to repay $77.8 million of unsecured notes due Aug. 1, 2011 and to
repurchase $37.1 million of its 10% senior secured notes due July
15, 2014 and $110.6 million of common stock. The firm also made a
$100 million voluntary pension contribution, as mentioned
previously. Cash declined from $374.7 million at the end of fiscal
2011 to $136.4 million at Oct. 30, 2011.

Liquidity and Upcoming Maturities:

Smithfield has good liquidity and financial flexibility. At Oct.
30, 2011, the firm had $1.1 billion of liquidity consisting of an
undrawn $925 million inventory-based revolver and the $136.4
million of cash mentioned above. The firm's $275 million accounts
receivable securitization, which expires June 9, 2014, was nearly
fully drawn due to seasonal working capital requirements but has
since been repaid. The inventory revolver is due June 9, 2016.
However, it will mature on March 15, 2014 if the outstanding
principal balance of the company's 10% senior secured notes due
July 15, 2014, net cash in excess of $75 million, exceeds $300
million on that date. The notes had an original face value of $850
million when issued in July and August of 2009 but, due to
periodic market purchases, approximately $600 million are
currently outstanding.

Smithfield does not have any significant debt due in fiscal 2012
and fiscal 2013. Significant upcoming maturities include $160
million of 7.75% senior unsecured notes due May 15, 2013, $400
million of 4% convertible notes due June 30, 2013, and the roughly
$600 million of 10% 2014 secured notes mentioned above.
Smithfield's $200 million secured term loan due June 9, 2016 does
not amortize but requires the firm to pay $25 million of principal
on June 9, 2015.

Financial Covenants and Significant Debt Terms:

Smithfield has considerable cushion under the maximum leverage and
minimum interest coverage financial maintenance covenants. The
firm's funded debt to capitalization ratio, which was
approximately 39% at Oct. 30, 2011, may not exceed 50% and its
minimum EBITDA to interest expense must be at least 2.5x.
Smithfield is allowed to incur a limited but meaningful amount of
incremental debt as long as it is in compliance with these
covenants but has indicated that it has no intentions to lever up
its balance sheet. Smithfield may be required to repurchase all of
its outstanding notes at 101% of principal plus interest if there
is a change of control.


SNOKIST GROWERS: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------------
Robert D. Miller Jr., the United States Trustee for Region 14,
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 Snokist Growers.

The Creditors Committee members are:

     1. Douglas Orchards and Hipoint Orchards
        John W. Douglas
        1232 N. Burmuda Road
        Richland, WA 99352
        Tel: (509) 969-1147

     2. Allen Ashley
        800 Pleasant Avenue
        Grandview, WA 98930
        Tel: (509) 882-2443

     3. David Paul Rush
        131 White Road
        Zillah, WA 98953
        Tel: (509) 945-7207

                       About Snokist Growers

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

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

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


SOVRAN LLC: Creditors Have Until Feb. 20 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has established Feb. 20, 2012, as the deadline for any individual
or entity to file proofs of claim against Sovran LLC.

Sovran LLC, is a development company that was formed to acquire
and develop a large commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington.
Sovran filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.  In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.


SRKO FAMILY: Da Nam Ko Withdraws Plea to Remove Partner's Manager
-----------------------------------------------------------------
Party-in-interest Da Nam Ko notified the U.S. Bankruptcy Court for
the District of Colorado that she has withdrawn her motion to
remove the manager of the Debtor's general partner.

Several interested entities had filed objections to her motion.

Ms. Ko related she no longer seek the relief requested and render
the hearing set for Jan. 18, 2012, unnecessary.

Da Nam Ko is represented by:

         Patrick D. Vellone, Esq.
         Jordan D. Factor, Esq.
         ALLEN & VELLONE, P.C.
         1600 Stout Street, Suite 1100
         Denver, CO 80202
         Tel: (303) 534-4499
         E-mail: jfactor@allen-vellone.com

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  Kutner Miller Brinen,
P.C. represents the Debtor in its restructuring effort.  The
Debtor disclosed $34,421,448 in assets and $80,619,854 in
liabilities as of the Petition Date.

Charles F. McVay, The U.S. Trustee for Region 19, notified the
Court that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of SRKO Family Limited
Partnership.


STANFORD FIN'L: Judge to Rule If Ponzi Scheme Covered by SIPC
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. District Judge in Washington held a hearing
Jan. 24 on the request of the Securities and Exchange Commission
to force the Securities Investor Protection Corp. to initiate a
liquidation of the R. Allen Stanford Ponzi scheme.  If granted,
SIPC would pay both costs of the liquidation and at least a
portion of customers' claims.  SIPC answered by arguing that the
Stanford fraud involves certificates of deposit issued by a bank
in Antigua, not a broker in the U.S. that's a member of SIPC.
SIPC says that its mandate from Congress is to provide payment
only for claims of customers of brokers that are covered by SIPC.
The case is Securities and Exchange Commission v. Securities
Investor Protection Corp., 11-mc-00678, U.S. District Court,
District of Columbia (Washington).

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STONER AND CO: Bankruptcy Filing Stops Foreclosure Proceedings
--------------------------------------------------------------
Stoner and Company filed on Jan. 11, 2012, for Chapter 11
reorganization in U.S. Bankruptcy Court in Denver, Colorado.

According to Pat Ferrier at coloradoan.com, Stoner, beset by
financial difficulties in the last two years, like many
developers, resuscitated his former Riverwalk project at the
intersection of Interstate 25 and Harmony Road and gave it a new
name in order to give it new life.

The report notes the bankruptcy filing stalls foreclosure
proceedings against the property.

Stoner and Company, based in Fort Collins, Colorado, filed for
Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-10429) on
Jan. 11, 2012.  Judge Elizabeth E. Brown presides over the case.
Daniel W. Alexander, Esq., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $100,001 to $500,000 in debts.  The petition was signed
by Jay D. Stoner, president.


SWISS CHALET: Can Employ Alvarez Sepulveda as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
granted Swiss Chalet Inc. permission to employ Pablo R. Alvarez
Sepulveda, Law Office as special counsel for the Debtor, with
compensation to be paid in such amounts as may be allowed by the
Court upon proper application or applications thereof.

Prior to the filing of its Chapter 11 petition, Debtor engaged the
services of ?lvarez Sepulveda as its counsel in general corporate
and labor matters including litigation before local courts.

Pablo R. Alvarez Sepulveda, Esq., the principal of Pablo R.
?lvarez Sep£lveda Law Office, had assured the Court that his firm
does not represent or hold any interest adverse to Debtor or to
the estate in respect to the matters on which ?lvarez Sep£lveda is
to be employed, and that the firm, its associates and members are
disinterested persons as that term is defined under Section
101(14) of the Bankruptcy Code.

Pablo R. Alvarez Sepulveda, Esq., will charge $150 per hour, plus
expenses, for work performed or to be performed.

                    About The Swiss Chalet Inc.

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.


TAPAS OF SPAIN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Tapas of Spain, LLC
        746 Carlton Street
        Elizabeth, NJ 07202

Bankruptcy Case No.: 12-11501

Chapter 11 Petition Date: January 23, 2012

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

Judge: Rosemary Gambardella

Debtor's Counsel: Michael Schwartzberg, Esq.
                  72 Burroughs Place
                  Bloomfield, NJ 07003
                  Tel: (973) 743-7733
                  E-mail: michael@jerseylaws.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Daniel Palacio, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Commerce Bank, NA                  --                   $1,260,365
c/o Hill Wallack, LLP
202 Carnegie Center
CN 5226
Princeton, NJ 08543


TBS INTERNATIONAL: Receives Non-Compliance Notice from Nasdaq
-------------------------------------------------------------
TBS International plc received formal notification from The Nasdaq
Stock Market that it was not in compliance with Nasdaq's continued
listing standard under Nasdaq Listing Rule 5450(b)(1)(C).  The
Company failed to meet this listing standard because the market
value of the Company's Class A ordinary shares for each trading
day in the 30-day period from Nov. 29, 2011, to Jan. 11, 2012, was
less than $5,000,000.  The Company has 180 days, or until July 10,
2012, to regain compliance by having the market value of the
Company's Class A ordinary shares close at $5,000,000 or more for
a minimum of 10 consecutive trading days.  If the Company fails to
regain compliance, Nasdaq will provide written notification to the
Company that the Company's Class A ordinary shares will be subject
to suspension and delisting procedures.  As previously disclosed,
the Company expects that, unless the closing bid price for its
Class A ordinary shares exceeds $1.00 for 10 consecutive days
prior to March 26, 2012, Nasdaq will provide written notice to the
Company that its Class A ordinary shares will be subject to
suspension and delisting procedures.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $659.28
million in total assets, $409.77 million in total liabilities and
$249.51 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TEE INVESTMENT: Receiver Can Employ Armstrong Teasdale as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
the application of Terrence S. Daly, in his capacity as court-
appointed receiver for Tee Investment Company, Limited
Partnership, for the employment of Armstrong Teasdale as his
counsel.

As reported in the TCR on Dec. 6, 2011, Armstrong will:

   (a) advise Receiver with respect to his powers, rights, duties,
       and obligations as Receiver in the continued management and
       operation of the Property and regarding other matters of
       bankruptcy law;

   (b) attend meetings and negotiate with representatives of
       Debtor, creditors, and other parties in interest;

   (c) take all necessary actions to assist Receiver with
       protection and preservation of the Property, including
       prosecuting actions on Receiver's behalf, defending any
       action commenced against Receiver, and representing
       Receiver's interests in negotiations concerning all
       litigation in which Receiver is involved;

   (d) prepare, on the Receiver's behalf, all motions,
       applications, answers, orders, reports, and papers
       necessary to the execution of the Receiver's duties;

   (e) advise the receiver in connection with the protection and
       preservation of the Property;

   (f) appear before the Court, any appellate courts, and the
       United States Trustee and protect the interests of the
       Receiver before those Courts and the United States Trustee;
       and

   (g) perform all other necessary legal services and provide all
       other necessary legal advise to the Receiver in connection
       with the Chapter 11 proceedings.

Armstrong Teasdale will charge the Receiver hourly rates
consistent with the rates Armstrong Teasdale charges in bankruptcy
and non-bankruptcy matters of this type.  The Debtors agree to
reimburse Armstrong Teasdale for actual, necessary expenses.

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

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.


TEKNI-PLEX INC: Moody's Lowers CFR to 'Caa2'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for Tekni-Plex Inc to Caa2 from Caa1. Moody's also downgraded the
rating on the senior secured term loan to Caa1 from B3. The
ratings outlook remains negative. The downgrade reflects
continuing deterioration in operating performance, weak credit
metrics and further reduction in cushion under financial covenants
leaving little headroom for negative variance in operating
performance.

Moody's took these rating actions:

-Downgraded CFR to Caa2 from Caa1

-Downgraded PDR to Caa2 from Caa1

-Downgraded $285 million senior secured Term Loan due 2013 to Caa1
(LGD 3-33%) from B3 (LGD 3-34%)

The ratings outlook is negative

RATINGS RATIONALE

The Caa2 Corporate Family Rating and negative outlook reflect
lower-than-expected earnings and free cash flow due to weakness in
certain business segments and lack of pricing power and long-term
contracts with cost pass-through provisions. Tekni-Plex has a
limited percentage of business under contract with cost pass-
through provisions, exposing the company to resin and other raw
material cost volatility. The rating also reflects weak internal
controls over financial reporting that the company is trying to
address as well as further deterioration in the cushion under
financial covenants. Any negative variance in unit volumes or
operating performance could adversely impact credit metrics and
strain liquidity. Moody's notes that Tekni-Plex has equity cure
rights, but they have not been exercised to date.

The rating is supported by the high concentration of sales in the
less cyclical food and healthcare markets, completed and ongoing
cost-cutting and rationalization, and long-term customer
relationships. The company also benefits from some exposure to
custom pharmaceutical and medical product end markets. Despite
these strengths, significant improvement in credit metrics is
uncertain due to the lack of pricing power and limited business
under long-term contracts with cost-pass through provisions.

The ratings could be downgraded if operating performance and/or
the cushion under financial covenants decline further.

The ratings could be upgraded if Tekni-Plex sustainably improves
credit metrics and cushion under its financial covenants. An
upgrade would also be contingent upon the maintenance of adequate
liquidity and stability in the operating and competitive
environment. Specifically, the ratings could be upgraded if free
cash flow to debt turns positive, debt to EBITDA remains below
7.0, the EBIT margin increases to the mid single digits, and
EBIT/Interest increases above 0.8 times.

The principal methodology used in rating Tekni-Plex was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


TMP DIRECTIONAL: Obtains Final Approval to Use Cash Collateral
--------------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath, on Jan. 17, 2012, gave
final approval to TMP Directional Marketing, LLC, et al., to use
cash collateral of General Electric Capital Corporation, as L/C
Issuer, Lender and Prepetition Agent, and the other Prepetition
Secured Parties to fund the orderly wind-down of the Debtors'
businesses.

The Debtors' authorization to use Cash Collateral will
automatically terminate on the earliest to occur of (x) June 2,
2012, (y) the effective date of any plan of liquidation, and (z)
the first calendar day following the commencement of any adversary
proceeding challenging the Debtors' stipulations or any adversary
proceeding against any prepetition secured parties related to the
prepetition obligations or liens.

The Troubled Company Reporter previously reported that in June
2011, the Debtor repaid in full all outstanding principal,
interest and fees (other than accrued unpaid professional fees and
expenses) under the Prepetition Loan Documents.  As of the
Petition Date, the only outstanding Prepetition Obligations are
contingent and unliquidated indemnification obligations under
section 9.1 of the Prepetition Credit Agreement and certain other
reimbursable costs and expenses of the Prepetition Secured
Parties, including attorneys' fees and expenses, as of the
Petition Date.

The Prepetition Obligations are secured by liens on substantially
all of the existing and after-acquired property of the TMP
Directional, a pledge of 100% of the interests of TMP Directional,
50% of the equity interests of non-Debtor affiliate TMP
Intellectual Property Holdings, LLC, and 65% of the equity
interests of non-Debtor affiliated TMP Ltd. (Canada).

As adequate protection, solely to the extent on any diminution in
value of the Prepetition Obligations, the Prepetition Agent, for
the benefit of itself and the other Prepetition Secured Parties,
is granted additional and replacement liens on any and all
presently owned and hereafter acquired assets of the Debtors of
the Debtors and their estates, except that the Collateral will not
include any action of Claim under Chapter 5 of the Bankruptcy
Code.

As further adequate protection, the Prepetition Agent and the
Prepetition Secured Parties are granted as and to the extent
provided by Sections 503(b) and 507(b) of the Bankruptcy Code an
allowed superpriority administrative expense claim in each of the
cases and any successor cases, junior only to the Carve Out.

A $300,000 postpetition professional expense reserve may be
established.  The professional fee carve-out will not exceed $1.2
million ($1 million being allocated to the Debtor professionals
and $200,000 being allocated to the Committee Professionals).

A copy of the Final Cash Collateral Order is available for free
at:

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

                       About TMP Directional

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy on Dec. 5, 2011 (Bankr. D. Del. Case No. 11-13835) with
plans to liquidate its remaining assets according to a prepackaged
plan.  TMP specialized in placing ads in the yellow pages of local
telephone books.  Before ceasing substantially all of operations
in early April 2011, TMP was one of the leading providers of
directed search marketing in the United States, employing nearly
400 people in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting
$112 million in claims, formed an ad hoc committee to negotiate
the Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.  U.S. Bankruptcy Judge Mary Walrath at a Jan. 17, 2012,
hearing approved the plan.

James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

In its schedules, the Debtor disclosed $33,058,884 in assets and
$120,832,845 in liabilities.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TMP DIRECTIONAL: Court OKs Hiring of CRG as Restructuring Advisors
------------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware, on Jan. 13, 2012, authorized TMP Directional
Marketing LLC to employ CRG Partners Group LLC as restructuring
advisors and CRG partner Jonathan J. Nash as chief restructuring
officer.

The Troubled Company Reporter reported on Dec. 13, 2011, that TMP
Directional said it is hiring CRG and Mr. Nash in accordance with
the "Jay Alix" protocol established with the Office of the United
States Trustee for the District of Delaware.  In October 2001, the
Delaware Bankruptcy Court approved a settlement between the U.S.
Trustee and Jay Alix and Associates, under which Jay Alix, along
with its affiliates, agreed to abide by certain guidelines in
seeking to be retained in future Chapter 11 cases.  The
stipulations, each dated Sept. 11, 2001, were entered in the cases
In re Safety-Kleen Corp., No. 00-2303 (Bankr. D. Del.), and In re
Harnischfeger Industries Inc., No. 99-2171 (Bankr. D. Del.).

CRG has been providing services to the Debtors since December
2010.  Mr. Nash was appointed to the Debtors' board of directors
in May 2011.

The Debtors will pay CRG for the services of Mr. Nash and other
CRG professionals at their customary hourly billing rates, which
range from $175 to $675 an hour.  The Debtors have provided CRG
with a $250,000 retainer.  The Debtors also have paid the firm
$381,233 in the 90 days prior to the petition date for monthly
prepetition fees and expenses.

CRG attests that neither CRG nor any professional employee or
independent contractor of CRG has any connection with or any
interest adverse to the Debtors, their significant creditors, or
any other significant party in interest known to CRG, or their
attorneys and accountants.  CRG is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

                       About TMP Directional

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy on Dec. 5, 2011 (Bankr. D. Del. Case No. 11-13835) with
plans to liquidate its remaining assets according to a prepackaged
plan.  TMP specialized in placing ads in the yellow pages of local
telephone books.  Before ceasing substantially all of operations
in early April 2011, TMP was one of the leading providers of
directed search marketing in the United States, employing nearly
400 people in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting
$112 million in claims, formed an ad hoc committee to negotiate
the Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.  U.S. Bankruptcy Judge Mary Walrath at a Jan. 17, 2012,
hearing approved the plan.

James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

In its schedules, the Debtor disclosed $33,058,884 in assets and
$120,832,845 in liabilities.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TMP DIRECTIONAL: Court Approves Hiring of Kirkland as Counsel
-------------------------------------------------------------
TMP Directional Marketing, LLC, et al, obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis LLP as their attorneys.

As reported by the Troubled Company Reporter on Jan. 11, 2012,
Kirkland & Ellis has served as the Debtors' general restructuring
and corporate counsel since December 2010.

Kirkland & Ellis will, among other things:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management of the
       Debtors' assets and wind-down of the Debtors' business;

   (b) advise the Debtors on the conduct of the Chapter 11 cases,
       including all of the legal and administrative requirements
       of operating in Chapter 11;

   (c) attend meetings and negotiate with the representatives of
       creditors and other parties-in-interest;

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecute actions on the
       Debtors' behalf, defend any action commenced against the
       Debtors, and represent the Debtors' interests in
       negotiations concerning litigation in which the Debtors are
       involved, including objections to claims filed against the
       Debtors' estates; and

   (e) prepare pleadings in connection with the Chapter 11 cases,
       including motions, applications, answers, orders, reports,
       and papers necessary or otherwise beneficial to the
       administration of the Debtors' estates.

The firm's currently hourly rates are:

            Partners            $620-$995
            Of Counsel          $500-$995
            Associates          $360-$715
            Paraprofessionals   $135-$305

The professionals expected to have primary responsibility for
providing the Debtors with services and their current hourly rates
are James A. Stempel ($985 per hour) and Ryan Blaine Bennett ($765
per hour).

The Debtors agree to reimburse the Kirkland & Ellis for its
expenses.

On Dec. 6, 2010, the Debtors paid $250,000 to Kirkland & Ellis as
a classic retainer.  On Jan. 28, 2011, the Debtors increased
Kirkland & Ellis's classic retainer by an additional $150,000.

To the best of the Debtors' knowledge, Kirkland & Ellis is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                       About TMP Directional

TMP Directional Marketing LLC, along with affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13835) on
Dec. 5, 2011, with plans to liquidate its remaining assets
according to a prepackaged plan.  TMP specialized in placing ads
in the yellow pages of local telephone books.  Before ceasing
substantially all of operations in early April 2011, TMP was one
of the leading providers of directed search marketing in the
United States, employing nearly 400 people in 10 offices
throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting
$112 million in claims, formed an ad hoc committee to negotiate
the Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.  U.S. Bankruptcy Judge Mary Walrath at a Jan. 17, 2012,
hearing approved the plan.

James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

In its schedules, the Debtor disclosed $33,058,884 in assets and
$120,832,845 in liabilities.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TMP DIRECTIONAL: Can Hire Klehr Harrison as Bankruptcy Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave TMP
Directional Marketing LLC permission to employ Klehr Harrison
Harvey Branzburg LLP as bankruptcy co-counsel.

The Troubled Company Reporter reported on Dec. 13, 2011, that the
Debtors propose to pay the firm at these hourly rates:

          Billing Category               Range
          ----------------               -----
          Partners                    $400 - $600
          Of Counsel                  $325 - $400
          Associates                  $250 - $385
          Paraprofessionals           $175

The Debtors provided a $28,177 retainer to the firm on Feb. 22,
2011; $50,000 on May 17,2011; and $75,000 on Dec. 2, 2011.

The firm's Domenic E. Pacitti, Esq., attested that Klehr is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtors' estates.

                       About TMP Directional

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy on Dec. 5, 2011 (Bankr. D. Del. Case No. 11-13835) with
plans to liquidate its remaining assets according to a prepackaged
plan.  TMP specialized in placing ads in the yellow pages of local
telephone books.  Before ceasing substantially all of operations
in early April 2011, TMP was one of the leading providers of
directed search marketing in the United States, employing nearly
400 people in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting
$112 million in claims, formed an ad hoc committee to negotiate
the Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.  U.S. Bankruptcy Judge Mary Walrath at a Jan. 17, 2012,
hearing approved the plan.

James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

In its schedules, the Debtor disclosed $33,058,884 in assets and
$120,832,845 in liabilities.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TOURNAMENT HILLS: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tournament Hills Office, LLC
        4659 Dream Catcher Avenue
        Las Vegas, NV 89129

Bankruptcy Case No.: 12-10663

Chapter 11 Petition Date: January 20, 2012

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

Judge: Mike K. Nakagawa

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

Scheduled Assets: $368,924

Scheduled Liabilities: $3,741,524

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-10663.pdf

The petition was signed by Brent R. Dyer II, president of Ensign
Development, Inc., its member.


TOWER OAKS: Cohen Baldinger Quits as Counsel
--------------------------------------------
Steven H. Greenfeld, Esq., and Cohen, Baldinger & Greenfeld, LLC,
withdrew their appearance as counsel for Tower Oaks Boulevard,
LLC.  The withdrawal was subsequently approved by the Bankruptcy
Court.  The counsel said the Debtor has been unable to cooperate
with their efforts to pursue the Chapter 11 case.

                    About Tower Oaks Boulevard

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Bregman, Berbert,
Schwartz & Gilday, LLC, serves as its special counsel.  The Debtor
estimated assets at $10 million to $50 million and debts at $1
million to $10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TOWN CENTERS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Town Centers Development Company, Inc
        45343 Market Street
        Shelby Township, MI 48315

Bankruptcy Case No.: 12-41140

Chapter 11 Petition Date: January 19, 2012

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

Judge: Walter Shapero

Debtor's Counsel: Robert A. Kuhr, Esq.
                  ROBERT A. KUHR, PLLC
                  42850 Garfield, Suite 104
                  Clinton Township, MI 48038
                  Tel: (586) 286-4454

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

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

A copy of the list of seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-41140.pdf

The petition was signed by Vincent DiLorenzo, president.


TRAILER BRIDGE: Seacor Will Take Control Under Chapter 11 Plan
--------------------------------------------------------------
Mark Basch at Daily Record reports that, under Trailer Bridge
Inc.'s Chapter 11 reorganization plan filed last weekend in U.S.
Bankruptcy Court in Florida, Seacor Holdings Inc. will apparently
control a majority of Trailer Bridge's stock and have three seats
on the company's seven-member board of directors.

According to the report, bankruptcy court records do not specify
how much stock Seacor will have, but the reorganization plan calls
for holders of Trailer Bridge's senior secured notes to be issued
91 percent of the company's stock.  Court filings do say that
Seacor holds a majority of the notes, although they don't indicate
the exact amount.

The report says Trailer Bridge is hoping to emerge from Chapter 11
by the end of March 2012, but its plan still needs bankruptcy
court approval.

The report notes the plan is facing opposition from some unsecured
creditors, so the plan could be tweaked before confirmation.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  The Debtor listed $97,345,981 in
assets, and $112,538,934 in liabilities.  The petition was signed
by Mark A. Tanner, co-chief executive officer.


TRANS MET: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trans Met, Inc.
        P.O. Box 948
        Cibolo, TX 78108

Bankruptcy Case No.: 12-50193

Chapter 11 Petition Date: January 20, 2012

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

Estimated Assets: $0 to $50,000

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/txwb12-50193.pdf

The petition was signed by David E. Boulware, vice president.


TRANSDIGM GROUP: Fitch Keeps 'B' Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings expects TransDigm Group Inc.'s and its indirect
subsidiary TransDigm, Inc.'s (TDI) ratings to remain unchanged
following an announced acquisition of AmSafe Global Holdings, Inc.
(AmSafe).  TDG plans to finance the pending acquisition by a
combination of cash and senior secured debt and is expected to
close by the end of the first quarter of calendar year 2012.
Approximately $3.1 billion of outstanding debt is covered by these
ratings.  The ratings are detailed at the end of this release.

Fitch expects to review the ratings once the pending deal closes
and final details about the acquisition financing are disclosed.
Based on Fitch's estimates of TDG's cash position as of Dec. 31,
2011, pro forma EBITDA and pro forma leverage (debt to EBITDA)
incorporating estimated new debt as of the end of fiscal 2012,
Fitch does not anticipate any rating actions.  However, if a
negative rating action occurs, Fitch expects that at most it
would be a one notch downgrade of the company's senior unsecured
obligations.

TDG's ratings are supported by the company's strong free cash
flow (FCF: cash from operations less capital expenditures and
dividends), good liquidity, and financial flexibility which
includes a favorable debt maturity schedule.

TDG benefits from:

  -- High profit margins and low capital expenditures;

  -- Diversification of its portfolio of products which support a
     variety of commercial and military platforms/programs;

  -- A large percentage of sales from a relatively stable
     aftermarket business;

  -- The company's role as a sole source provider for the majority
     of its sales;

  -- Management's history of successful acquisitions and
     subsequent integration;

  -- No material pension liabilities and no other post employment
     benefit (OPEB) obligations.

Fitch's ratings concerns include TDG's:

  -- High leverage;

  -- Long-term cash deployment strategy which focuses on
     acquisitions;

  -- Weak collateral support for the secured bank facility in
     terms of asset coverage;

  -- Risks to core defense spending after fiscal 2012 (however,
     this risk is mitigated by TDG's relatively low exposure to
     the defense budget and by a highly diversified and program-
     agnostic product portfolio).

Fitch notes that TDG is exposed to the cyclicality of the
aerospace industry, as it reported several quarters of organic
sales declines during fiscal 2009 and 2010 driven by lower demand
for aftermarket parts and by production cuts by commercial
original equipment manufacturers (OEMs).  While market cyclicality
is somewhat mitigated by growth from acquisitions, high margins
and sales diversification to the defense sector, the expected
decline in defense spending coupled with a possible downturn may
result in lower FCF.

The Recovery Ratings and notching in TDG's debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes. The
expected recovery for bank-debt holders remains 'RR1', indicating
recovery of 91%-100%.  The senior subordinated notes are 'RR5'
which reflects an expectation of recovery in the 11%-30% range.

Future Rating Actions

Fitch is unlikely to consider a positive rating action in the near
future given TDG's current leverage and the announced anticipated
increase of its senior secured debt.  A negative rating action may
be considered should TDG's pro forma 2012 leverage exceed Fitch's
estimates and will depend on the final details of TDG's funding of
AmSafe acquisition, most notably amount of acquisition price that
is debt-financed, pro forma EBITDA including synergies, and
potential for margin increases.  Fitch may also consider a
negative rating action should TDG complete another acquisition
financed by debt.

Leverage

TDG's leverage increased significantly following the McKechnie
Aerospace Holdings (MAH) acquisition at the beginning of fiscal
2011.  TDG's leverage increased to above 7.0 times (x) following
the MAH acquisition from 5.0x at the end of fiscal 2010.  At the
end of fiscal 2011, the leverage receded to 5.6x. TDG had debt of
$3.1 billion debt at Sept. 30, 2011 compared to $1.8 billion at
Sept. 30, 2010.  TDG's leverage is somewhat high for the rating;
however, it is mitigated by strong margins and positive FCF
generation.  Fitch projects TDG's leverage to reach 2009 levels of
4.4x by mid-fiscal 2014 as a result of the projected EBITDA
growth.

Liquidity

At Sept. 30, 2011, TDG's liquidity consisted of $376 million in
cash and $237 million available under its revolver ($245 million
less $8 million in letters of credit), partially offset by $15.5
million in current amortization payments under the $1.55 million
term loan.  Year over year, TDG's liquidity increased by $165
million with the growth primarily attributable to healthy
operating cash flows and divestitures of two businesses valued
at approximately $272 million, partially offset by post-MAH
acquisitions.  TDG does not have major maturities until 2017.
Fitch expects TDG to maintain a solid liquidity position in
fiscal 2012.

Cash Generation

Excluding a special dividend paid to shareholders in 2010, TDG
generated nearly $200 million annual FCF over the past four years.
In fiscal 2011, FCF totaled $239 million, up from negative $220
million in fiscal 2010.  The negative FCF in 2010 was primarily
due to the large one-time dividend payment.  Solid positive FCF
generation is aided by typically low capital spending and high
margins.  Capital expenditures tend to be less than 2% of sales
per year.  In 2011, TDG generated approximately $272 million in
cash by divesting two businesses.  Fitch does not expect
significant cash generation via divestitures going forward.  Fitch
expects TDG to generate approximately $250 million of FCF in 2012.
Projected cash flows should be sufficient to fund day-to-day
operations while allowing the company the flexibility to pursue
modest future acquisitions.

Cash Deployment

Acquisitions are the main focus of TDG's cash deployment strategy.
In fiscal 2011, TDG made three acquisitions totaling approximately
$1.7 billion which included its largest acquisition of MAH for
approximately $1.3 billion.  Historically, TDG had not paid
regular dividends to its shareholders and had not engaged in
significant share repurchases, though TDG's board authorized a
$100 million share repurchase program on Aug. 22, 2011.

On Nov. 8, 2011, TDG announced the acquisition of Harco
Laboratories, Inc. for approximately $84 million in cash.  Fitch's
ratings include expectation of multiple small- to medium-size
acquisitions in the next several years.  Fitch does not expect to
see debt reduction or significant dividend and share repurchase
activities.

Integration of MAH

Fitch viewed the integration of MAH as a material operating risk
because it represented the largest acquisition in TDG's history
and had significantly lower operating margins compared to those
of TDG.  Through the first three quarters of ownership, TDG
managed the integration process well as evidenced by rebounding
EBITDA margins in the last quarter of fiscal 2011.  MAH's
integration was successful due to a combination of better pricing
of MAH products, an improved cost structure from consolidating
manufacturing facilities, and the ongoing recovery of the
commercial aftermarket.  Additionally, the rapid improvement of
the EBITDA margins was aided by the divestitures of several
lower margin former MAH businesses in the second quarter of
2011.

Industry Overview:

TDG is exposed to three business sectors: commercial airplane
original equipment (OE), commercial aftermarket, and defense (both
original equipment and aftermarket).  TDG's sales growth rate
during the latest economic downturn was primarily driven by
acquisitions and the stability of defense spending which
significantly moderated year-over-year organic sales declines in
commercial OE and aftermarket sales.

Fitch considers the conditions within the industry to be
supportive of the rating. Commercial aerospace markets have
improved over the past year with increased production by major OE
manufacturers and strong aftermarket activity.  The industry's
long-term health is supported by a growing global demand for air
travel, and increasing demand for fuel-efficient and lighter
weight modern planes.  TDG has a niche position in the market
because of the proprietary nature of many of the company's
products and as a result, has the ability to charge high margins.

Approximately 27% of TDG's revenues are derived from the defense
industry.  High levels of defense spending currently support TDG's
ratings, but the Department of Defense (DoD) budget environment
is highly uncertain after fiscal 2012 because of large U.S.
government budget deficits and the potential for large, automatic
spending cuts beginning in fiscal 2013.  Fitch believes that
modest declines in defense spending would not lead to negative
rating actions given TDG's liquidity position and diversified
product portfolio.

The end of the 'Supercommittee' negotiations without an agreement
increases the probability of Fitch's harshest DoD spending
scenario ('sequestration'), but Fitch expects less severe and/or
more orderly spending scenarios are possible because Congress
could act to avoid or modify sequestration's automatic cuts
beginning in January 2013.  Fitch estimates that DoD spending
reductions in the sequestration scenario would total nearly
$1 trillion over 10 years.  In Fitch's view, the most negative
element of this scenario is an estimated 12%-13% decline in
spending in fiscal 2013, which Fitch understands would be made
across the board without consideration of program health or
national security priorities.

TDG's exposure to DoD spending is mitigated by a program-agnostic
and highly diversified portfolio of products.  In addition, most
of the projected DOD 'cuts' are from projected budget growth and
come off of existing high spending levels.  Inflation-adjusted
spending will decline, but modestly over 10 years; TDG should have
time to adjust cost structures.

Fitch currently rates TDG and its subsidiary TDI as follows:

TDG:

  -- Long-term IDR 'B'.

TDI:

  -- IDR 'B';
  -- Senior secured revolving credit facility 'BB/RR1';
  -- Senior secured term loan 'BB/RR1';
  -- Senior subordinated notes 'B-/RR5'.


TRANSWEST RESORT: Southwest Takes Over Two Resort Worth $92MM
-------------------------------------------------------------
Arizona Daily Star reports that Southwest Value Partners took over
the Westin La Paloma and a South Carolina resort as part of the
Chapter 11 bankruptcy reorganization of the resort's former
owners, which were affiliate companies of Transwest Partners/NCH
Corp.

The report notes the bankruptcy court has since valued the two
properties at $92 million.

According to the report, Transwest Partners, a company managed by
Michael J. Hanson and Randall G. Dix, purchased the Westin La
Paloma and the Westin Hilton Head Island Resort & Spa in South
Carolina in 2007, taking on massive debt to pay for the
properties.

The report says unable to pay back $240.5 million in mortgage
debt, the owners faced foreclosure.

Under the terms of the bankruptcy plan, Hanson and Dix lose their
ownership stakes in the resorts.  Also, the resort owners' senior
lender will receive the full amount of its claim -- $247 million
-- paid over 21 years, the report quotes Susan Boswell, the
debtors' bankruptcy attorney, as saying.

The report says the senior lender has appealed U.S. Bankruptcy
Judge Eileen Hollowell's approval of the plan, with attorneys for
the lender arguing that it violates bankruptcy code.

The report adds that U.S. District Judge Raner C. Collins has
denied the senior lender's request that the plan -- which allowed
Southwest Value Partners to take ownership of the bankrupt
companies -- be put on hold while that appeal makes its way
through the court.  According the report, with Southwest Value
Partners having already taken over the resorts, what, if any,
effect that appeal has yet to be decided.

Southwest Value Partners -- http://www.swvp.com/-- is a private
real estate investment firm based in San Diego and founded in
1990. The firm acquires diverse real estate assets focusing on
growth markets throughout the country.

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc.,
indirectly owns an interest in two companies, Transwest Tucson
Property, L.L.C., and Transwest Hilton Head Property, L.L.C.
These two companies each own and manage a resort hotel: the Westin
La Paloma Resort and Country Club in Tucson, Arizona (the "La
Paloma Resort" or "La Paloma"), which is owned and managed by
Transwest Tucson Property, L.L.C., and the Westin Hilton Head
Island Resort and Spa on Hilton Head Island in South Carolina (the
"Hilton Head Resort," and collectively with La Paloma, the
"Resorts"), which is owned and managed by Transwest Hilton Head
Property, L.L.C.

TRP, Transwest Tucson Property, and Transwest Hilton Head property
are affiliates of Transwest Partners, a real estate development
and investment firm which has been active in the hospitality
sector in Southern Arizona and Sonora, Mexico.

Transwest Tucson Property is a wholly owned subsidiary of
Transwest Tucson II, L.L.C.  Transwest Hilton Head Property is a
wholly owed subsidiaryof Transwest Hilton Head II, L.L.C.

TRP filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 10-37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., Susan g.
Boswell, Esq., and Elizabeth S. Fella, Esq., at Quarles & Brady
LLP, in Tucson, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets at up to $50,000 and
debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.


TRIDENT MICROSYSTEMS: To Auction Set-Top Box Business Feb. 23
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trident Microsystems Inc. was authorized this week to
hold a Feb. 23 auction for the assets.  The first bid of $55
million for Trident's set-top box business will be made by
Entropic Communications Inc.  Competing bids must be made
initially by Feb. 21.  The hearing for approval of the sale will
take place Feb. 27.  The sale to Entropic was worked out before
Trident filed its Chapter 11 petition on Jan. 4 in Delaware.

                   About Trident Microsystem

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIUS THERAPEUTICS: Receives $5MM Milestone Payment from Bayer
--------------------------------------------------------------
Trius Therapeutics, Inc., has earned a $5 million milestone
payment from Bayer HealthCare for the achievement of all efficacy
and safety objectives in the TR701-112 Phase 3 pivotal study which
tested the oral dosage form of tedizolid phosphate versus the
comparator linezolid in patients with acute bacterial skin and
skin structure infections.

The 112 study is the first of two pivotal Phase 3 trials designed
to support the filing of a New Drug Application with the as well
as a Marketing Authorization Application with the European
Medicines Agency.  Trius initiated the second Phase 3 trial of
tedizolid phosphate in ABSSSI, designated TR701-113, for its
intravenous (IV) to oral transition therapy in September of last
year and expects to report top-line data in early 2013.  The 113
study is the first clinical trial conducted in collaboration with
Bayer HealthCare and will recruit patients in North and South
America, Europe, Australia, New Zealand, and South Africa.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company also reported a net loss of $5.73 million on $36
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $15.11 million on $5.51 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $77.02
million in total assets, $15.64 million in total liabilities and
$61.38 million in total stockholders' equity.

"We are pleased to report our consistent achievement of objectives
since our IPO in August 2010," said Jeffrey Stein, Ph.D.,
president and chief executive officer of Trius.  "We look forward
to continuing our track record of solid execution in our clinical
trials and company development."


TURKPOWER CORP: Incurs $4 Million Net Loss in November 30 Qtr.
--------------------------------------------------------------
Turkpower Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $4.06 million for the three months ended Nov. 30, 2011,
compared with a net loss of $468,587 for the same period a year
ago.

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

The Company reported a net loss of $5.66 million for the six
months ended Nov. 30, 2011, compared with a net loss of $897,899
for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $11.86
million in total assets, $5.36 million in total liabilities and
$6.49 million in total stockholders' equity.

In November of 2011, the Company ceased all operations in Turkey
and will sell its Turkish subsidiary, including the Investment in
the Mining Company.  As a result, the Company has identified the
assets and liabilities of the Turkish subsidiary as assets of
discontinued operations at Nov. 30, 2011, and has segregated its
operating results and presented them separately as a discontinued
operation for all periods presented.

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

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

                        http://is.gd/I1lWrW

                    About TurkPower Corporation

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

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


UNIGENE LABORATORIES: Buys $650,571 Convertible Note from Tarsa
---------------------------------------------------------------
Unigene Laboratories, Inc., on Jan. 18, 2012, purchased from Tarsa
Therapeutics, Inc., (i) a convertible promissory note in the
original principal amount of $650,571 and (ii) a warrant to
purchase up to an aggregate of 67,435 shares of Tarsa's Series A
Convertible Participating Preferred Stock.  This purchase was made
pursuant to that certain agreement, dated as of April 8, 2011, by
and among the Company, Tarsa, the three venture capital funds that
formed Tarsa, and certain Tarsa executives.

In addition to the notes and warrants which the Company purchased
under the Note Agreement, including the Subsequent Closing Note
and the Subsequent Closing Warrant, the Company currently owns
9,215,000 shares of Tarsa common stock.  After the Jan. 18, 2012,
investment, subject to liquidating preferences, the Company owns
approximately 20% of Tarsa on a fully diluted basis and reaffirms
that its cash flow is expected to be sufficient to fund its
business operations into the second half of 2012.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.


URANIUM RESOURCES: Gets Expected Bid Price NASDAQ Notification
--------------------------------------------------------------
Uranium Resources, Inc. has received notice, as expected, from The
NASDAQ Stock Market stating that for 30 consecutive business days
the bid price for the Company's common stock has closed below the
minimum $1.00 per share as required by Marketplace Rule 5550(a)(1)
for continued listing on the NASDAQ Capital Market.  This
notification has no effect on the listing of the Company's common
stock at this time.

The Jan. 17, 2012 letter has advised the Company that it has been
afforded a "compliance period" of 180 calendar days to regain
compliance with the applicable NASDAQ requirements.  The Company
will regain compliance with the minimum bid requirement if at any
time before July 16, 2012 (180 calendar days), the bid price for
the Company's common stock closes at $1.00 per share or above for
a minimum of 10 consecutive business days.

In the event the Company does not regain compliance with the
minimum bid price rule by July 16, 2012, NASDAQ will provide the
Company with written notification that its common stock is subject
to delisting from the NASDAQ Capital Market.  The Company may
appeal NASDAQ's determination to delist its common stock at that
time.

The Company intends to actively monitor the closing bid price of
its common stock between now and July 16, 2012 and will evaluate
available options to resolve the deficiency and regain compliance
with the Minimum Bid Price Requirement under the NASDAQ Listing
Rules.

                     About Uranium Resources

Uranium Resources Inc. -- http://www.uraniumresources.com/--
explores for, develops and mines uranium. Since its incorporation
in 1977, URI has produced over 8 million pounds of uranium by in-
situ recovery (ISR) methods in the state of Texas where the
Company currently has ISR mining projects.  URI also has 183,000
acres of uranium mineral holdings and 101.4 million pounds of in-
place mineralized uranium material in New Mexico and a NRC license
to produce up to 1 million pounds of uranium per year.  The
Company acquired these properties over the past 20 years along
with an extensive information database of historic mining logs and
analysis.  None of URI's properties is currently in production.


VALLE FOAM: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Petitioner: Robert J. Bougie
                       DELOITTE & TOUCHE INC.
                       181 Bay Street, Suite 1400
                       Toronto M5J 2V1
                       Canada

Chapter 15 Debtor: Valle Foam Industries (1995) Inc.
                   4 West Drive
                   Brampton, ON L6T 2H7
                   Canada

Chapter 15 Case No.: 12-30214

Type of Business: The debtor is a manufacturer of plastic foam
                  products based in Canada.

Chapter 15 Petition Date: January 23, 2012

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

Judge: Mary Ann Whipple

Debtor?s Counsel: Mary K. Whitmer, Esq.
                  KOHRMAN JACKSON & KRANTZ P.L.L.
                  1375 E. 9th Street, 20th Floor
                  Cleveland, OH 44114
                  Tel: (216) 736-7255
                  Fax: (216) 621-6536
                  E-mail: mkw@kjk.com

Estimated Assets: $0 to $50,000

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

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

Affiliates that simultaneously filed Chapter 15 petitions:

        Debtor                        Case No.
        ------                        --------
Domfoam International Inc.            12-30215
A-Z Sponge & Foam Products Ltd.       12-30218


VANTAGE SPECIALTIES: Moody's Assigns 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a CFR of B2 to Vantage
Specialties Chemicals, Inc. (VSC), and rated the proposed $300
million senior secured guaranteed credit facilities issued by
Vantage Specialties, Inc. (Vantage -- borrower) at B2 (LGD4, 51%).

Proceeds from the new bank facility are expected to be used to
repay a portion of the sponsor's January 5, 2012 all cash purchase
price, at an 8.2x EBITDA multiple, with a more traditional
proposed LBO capital structure that includes credit facilities
totaling $300 million and common equity of $250 million. The
rating on VSC and Vantage's proposed credit facilities is subject
to final review of the offering documents at closing. The rating
outlook is stable.

VSC, a Chicago based manufacturer of oleochemicals and specialty
derivative chemicals, has been acquired by an affiliate of The
Jordan Company and certain members of VSC's management team. In
addition to a significant $250 million equity component, proceeds
from the senior secured guaranteed term loan B will be used to
close on the permanent financing transaction, which is expected
later this quarter. A large portion of the equity component takes
the initial form of a deeply subordinated PIK preferred stock held
by essentially the same group that comprises the owners.

Ratings Assigned:

Vantage Specialties Chemicals, Inc.

Corporate Family Rating -- B2

Probability of Default Rating -- B2

Vantage Specialties, Inc.

$60 million 5 year senior secured revolving credit facility -- B2
(LGD4, 51%)

$240 million 6 year senior secured term loan B -- B2 (LGD4, 51%)

Outlook: Stable

RATINGS RATIONALE

The B2 Corporate Family Rating (CFR) assigned to VSC is
constrained mainly by the initial elevated leverage, its recent 4-
year history of multiple acquisitions, the operational dependence
of the business on two Illinois based manufacturing sites, and the
lack of audited history of VSC's operational performance as the
company exists post acquisitions. Moody's notes that while the
ratings are forward looking, the dependence on un-audited proforma
management recreations of historical performance is a limiting
factor. Of additional concern is the ongoing narrow financial
disclosure that is inherent with a non-SEC filer.

Upon completion of the January 2012 financing transactions, pro
forma Debt/EBITDA is expected to be about 4.3x (reflecting Moody's
standard analytical adjustments) assuming no use of the $60
million revolver. Other factors constraining the ratings include
the potential weakening of the company's specialty chemical
businesses in the event of a deteriorating global economy. Moody's
notes that VSC's chemical businesses on a proforma unaudited basis
performed reasonably well in the 2008 and 2009 weak global
economy, generating adjusted EBITDA of $33 million and $34 million
in 2008 and 2009 respectively. A return to this level of EBITDA
would result in leverage of 8.8x assuming full use of the
revolver. Since this weak period, VSC has posted positive EBITDA
growth, aided by volume growth, price increases and cost saving
programs that have resulted in 2011 forecasted adjusted EBITDA in
excess of $55 million.

The company runs its operations through two main complementary
business segments: oleochemicals and specialty derivatives with
more than 1,500 products serving over 3,000 customers in 50
countries. The top 15 customers represent some 30% of VSC's gross
profit. These products are often used in niche applications as
emulsifiers, lubricants, cleansers and other functional
ingredients in personal care, consumer products, and food
industries.

Support for the B2 CFR is provided by the wide range of end uses
for VSC's products including cosmetics, fuel additives,
detergents, and foods with many of the end uses being consumables
resulting in repeat purchases. In many applications, VSC's
products represent a small part of the overall end cost of
production and customers are risk averse to switching fearing the
potential change to a products performance caused by a
competitor's formulation. Still, VSC has multiple competitors in
its two businesses, some of which are divisions of much larger
better financed companies. In addition, in some cases VSC's larger
customers are less likely to rely on sole source contracts and
will have multiple suppliers lessening their aversion to switching
ingredient suppliers. Switching suppliers may not result in large
shifts in volume when VSC and its competitors are operating near
full capacity. When markets are weak the potential for shifts in
volume are greater particularly at larger customers.

The stable outlook recognizes the steady performance of the
oleochemical business, which is aided by the presence of supply
contracts that include monthly cost adjustments that allow for
stable cash generation when raw materials are volatile. Moody's
expects that VSC's revenues will experience modest growth and
maintain good profitability over the next several years, assuming
that it will retain its relationships with its key customers and
continues to move away from commodity to more innovative specialty
applications. There is a distinct difference in the EBITDA per
pound of product sold between the two divisions with the
derivatives selling on average at a higher price per pound than
the oleochemicals. Moody's notes however that the EBITDA margin
for the combined businesses is around 10%. Additionally, the
stable outlook recognizes the considerable equity contributed to
the transaction, some $250 million that represents 51% of the
initial capitalization. The outlook also assumes the US and Europe
do not become mired in another recession and Moody's notes that
VSC has minimal direct exposure to Europe.

Should the company continue to leverage its successful
restructuring efforts into stronger cash flows on a sustained
basis, Moody's would likely consider upgrading the ratings
particularly if free cash flow to debt were to exceed 5% and
Debt/EBITDA were to drop below 3.5 times on a sustainable basis.

The ratings could be downgraded if market conditions in the
company's two core specialty chemical businesses were to
deteriorate significantly, resulting in shrinking cash flow and
leverage above 5.0 times.

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

VSC, based in Chicago, Illinois, is a privately-held, leading,
vertically integrated, specialty chemicals company focused on
naturally derived ingredients from renewable and sustainable
feedstocks. Vantage converts animal and vegetable based raw
materials into widely used products in a range of specialized
applications. The company runs its operations through two main
complementary business segments: oleochemicals and specialty
derivatives. Moody's estimated December 31, 2011 revenues were
approximately $561 million.


VITRO SAB: Bondholders' Appeal Goes to Circuit in March
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mexican glassmaker Vitro SAB won another skirmish
Jan. 24 in the U.S. Court of Appeals in New Orleans.  Holders of
some of the $1.2 billion in defaulted bonds may end up winning the
war when the circuit court hears arguments in an expedited appeal
in early March.

According to the report, Vitro succeeded in persuading the U.S.
Bankruptcy Judge in Dallas to halt a lawsuit the bondholders filed
in New York state court against Vitro subsidiaries not in
bankruptcy in any country.  The bankruptcy judge ruled that the
state-court suit was automatically halted by the parent's Chapter
15 case because the bondholders wanted the judge to rule that the
subsidiaries should oppose approval of the parent's reorganization
plan.  In a two-page ruling Jan. 24, the appeals court said it was
important to hold an expedited appeal to consider "an issue of
first impression regarding whether the automatic stay extends to
protect Vitro's non-debtor subsidiaries."  The appellate court
told Vitro and the bondholders to file all their briefs by
Feb. 15.

The report relates that in the Jan. 24 ruling, the appeals court
gave Vitro at least a temporary victory by allowing the bankruptcy
court's opinion to stand until the appeal is argued in March.  As
a result, the New York state suit remains frozen.  The Jan. 24
ruling was the second time this month that the circuit court
refused to allow the state suit to go ahead on a temporary basis.

In the New York suit, the bondholders want the judge to rule that
non-bankrupt Vitro subsidiaries must vote against the parent's
reorganization pending in a court in Mexico.  Bondholders are
opposing the Mexican parent's reorganization because it's based on
votes from subsidiaries to overwhelm opposition from bondholders.

                           About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


VOICES OF FAITH: Hires Moore Law Group as Co-Bankruptcy Counsel
---------------------------------------------------------------
Voices of Faith Ministries Inc. seeks permission from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
the Moore Law Group LLC as co-bankruptcy counsel.  John A. Moore,
Esq., will lead the engagement.

The Debtor is also hiring Geiger Law LLC as co-bankruptcy counsel.

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

Prior to the petition date, MLG provided restructuring advice and
general legal counsel to the Debtor.  MLG received a pre-petition
advance retainer in the amount of $2,230.  This pre-petition
amount represents a portion of a $4,000 prepetition retainer
initially transferred by the Debtor to MLG. The balance of the
$4,000 prepetition retainer in the amount of $1,770 was
transferred by MLG to proposed co-counsel Geiger Law LLC.

Prior to filing the petition, the Debtor incurred $2,910 in legal
expenses for pre-petition legal services rendered by MLG. Given
that the amount of such legal services ($2,910) exceeded the
amount of the pre-petition retainer ($2,230), MLG completely
earned and drew down on the full amount of such retainer, leaving
an outstanding balance owed in the amount of $680.  In connection
with the Debtor's engagement of MLG as co-counsel, MLG has agreed
to and expressly waives any entitlement to the Pre-Petition
Balance.

MLG has been employed under general retainer of $10,000 and has
agreed to accept as compensation for its services and
reimbursement of costs.

Mr. Moore's hourly rate is $300.

Voices of Faith Ministries, Inc., based in Stone Mountain,
Georgia, filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No.
11-85028) on Dec. 5, 2011.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Gary Hawkins, Sr., CEO.


VOICES OF FAITH: Wants to Use Foundation Capital's Cash Collateral
------------------------------------------------------------------
Voices of Faith Ministries, Inc. seeks permission from the U.S.
Bankruptcy Court for the Northern District of Georgia to use cash
collateral to continue its operations and pay utilities,
insurance, taxes and other post-petition obligations.

Foundation Capital Resources claims to hold a properly perfected
security interest in certain of the Debtor's real property and
cash collateral.

The Debtor seeks both interim approval for the use of cash
collateral in accordance with a proposed budget for a six-month
period, and final approval for the use of cash collateral in
accordance with a similar proposed budget.

The amount currently owed to FCR, as of the Petition Date, is
$20,180,000.  As adequate protection, the Debtor proposes to grant
FCR a replacement lien on the post-petition rents and any other
assets of the Debtor acquired post-petition with the cash
collateral to the same extent and in the same priority as its
purported pre-petition lien.  The Debtor believes that the
combined value of its Main Campus, the Conyers Location, the
Conyers Daycare and the Baton Rouge Location is greater than the
amount owed to FCR and that FCR's security interest in such
property, if any, is therefore already adequately protected.

                     About Voices of Faith

Voices of Faith Ministries, Inc., based in Stone Mountain,
Georgia, filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No.
11-85028) on Dec. 5, 2011.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Gary Hawkins, Sr., CEO.  Lawyers at Moore Law Group LLC
and Geiger Law LLC act as co-bankruptcy counsel.


WASTE2ENERGY INC.: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Waste2Energy Inc.
        217 First Street
        Neptune Beach, FL 32266-6145

Bankruptcy Case No.: 12-10312

Chapter 11 Petition Date: January 24, 2012

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

Debtor's Counsel: Patrick J. Reilley, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  500 Delaware Avenue, Suite 1410
                  Wilmington, DE 19801
                  Tel: (302) 652-3131
                  Fax: (302) 652-3117
                  E-mail: preilley@coleschotz.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/deb12-10312.pdf

The petition was signed by Wayne P. Weltz, trustee for
Waste2Energy Holdings, Inc., parent company and owner.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                      Case No.
        ------                                      --------
Waste2Energy Group Holdings PLC                     12-10313
  Assets: $0 to $50,000
  Debts: $1 million to $10 million
Waste2Energy Technologies International Limited     12-10314

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Waste2Energy Holdings, Inc.           11-12504            08/08/11


WATERFORD SPEEDBOWL: Court Approves Reorganization Plan
-------------------------------------------------------
Shawn Courchesne at blogs.courant.com reports that a court in New
London, Connecticut, approved the debt reorganization plan filed
by Waterford Speedbowl management.

"The court accepted and confirmed our plan for reorganization,"
the report quotes Speedbowl owner Terry Eames as saying.  "There's
some technical waiting period where one could appeal it, but
nobody is going to appeal it.  We hashed this thing out over
months and months. So we're coming out of [chapter 11]."

Waterford Speedbowl -- http://www.speedbowl.com/-- operates a
racing track.


WOLF LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wolf Landscape Company
        dba Wolf Contractors
        1965 Mount View Road
        Marriottsville, MD 21104

Bankruptcy Case No.: 12-10937

Chapter 11 Petition Date: January 19, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Ronald J. Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410) 484-9000
                  E-mail: ecf@drescherlaw.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/mdb12-10937.pdf

The petition was signed by David E. Wolf, secretary.


XODTEC LED: Incurs $690,000 Net Loss in November 30 Quarter
-----------------------------------------------------------
Xodtec Led, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $690,626 on $33,563 of net sales for the three months ended
Nov. 30, 2011, compared with a net loss of $260,927 on $335,427 of
net sales for the same period a year ago.

The Company reported a net loss of $1.75 million on $429,378 of
net sales for the nine months ended Nov. 30, 2011, compared with a
net loss of $472,301 on on $823,865 of net sales for the same
period during the prior year.

The Company's balance sheet at $583,475 in total assets, $2.03
million in total liabilities and a $1.44 million total
stockholders' deficit.

As reported by the TCR on June 20, 2011, Simon & Edward, LLP, in
City of Industry, California, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the results for the year ended Feb. 28, 2011.  The independent
auditors noted that the Company has incurred significant operating
losses, has serious liquidity concerns and may require additional
financing in the foreseeable future.

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

                         http://is.gd/zaE8sb

                          About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re David Hartman
   Bankr. D. Ariz. Case No. 12-00619
      Chapter 11 Petition filed January 12, 2012

In re Janece Kline
   Bankr. D. Ariz. Case No. 12-00650
      Chapter 11 Petition filed January 12, 2012

In re John E. Jacob Enterprises, Inc.
   Bankr. D. Ariz. Case No. 12-00584
      Chapter 11 Petition filed January 12, 2012
         See http://bankrupt.com/misc/azb12-00584.pdf
         represented by: Eric Slocum Sparks, Esq.
                         Eric Slocum Sparks PC
                         E-mail: eric@ericslocumsparkspc.com

In re Citrus Property Management LLC
   Bankr. C.D. Calif. Case No. 12-10947
      Chapter 11 Petition filed January 12, 2012
         See http://bankrupt.com/misc/cacb12-10947.pdf
         represented by: Stephen R. Wade, Esq.
                         The Law Offices of Stephen R. Wade
                         E-mail: dlr@srwadelaw.com

In re Tri-County Consultants Inc.
        dba TCC Kitchen Cnt
        dba TCC Kitchen Cntr a Div of Warehouse Depot
        dba Janae Searle
        dba Kitchen Cnt by TCC
        dba Sharon Barnes
        dba Earl De Mont Barnes
   Bankr. C.D. Calif. Case No. 12-10940
      Chapter 11 Petition filed January 12, 2012
         filed pro se
         See http://bankrupt.com/misc/cacb12-10940.pdf

In re Gary Kibizoff
   Bankr. D. Nev. Case No. 12-10340
      Chapter 11 Petition filed January 12, 2012

In re Shamrock Hotel Inc.
   Bankr. S.D.N.Y. Case No. 12-22062
      Chapter 11 Petition filed January 12, 2012
         See http://bankrupt.com/misc/nysb12-22062.pdf
         represented by: Raymond G. Kruse, Esq.
                         E-mail: rkruseesq@optonline.net

In re Dorothy Jones
   Bankr. S.D. Ohio Case No. 12-50224
      Chapter 11 Petition filed January 12, 2012

In re Christopher Richey
   Bankr. M.D. Tenn. Case No. 12-00245
      Chapter 11 Petition filed January 12, 2012

In re Lonnie Siebe
   Bankr. M.D. Tenn. Case No. 12-00238
      Chapter 11 Petition filed January 12, 2012

In re Amrit Lal
   Bankr. E.D. Va. Case No. 12-10221
      Chapter 11 Petition filed January 12, 2012

In re David Purner
   Bankr. N.D. Ala. Case No. 12-80125
      Chapter 11 Petition filed January 13, 2012

In re TBDAZ LLC
   Bankr. D. Ariz. Case No. 12-00726
      Chapter 11 Petition filed January 13, 2012
         See http://bankrupt.com/misc/azb12-00726.pdf
         represented by: Scott R. Goldberg, Esq.
                         Schian Walker, P.L.C.
                         E-mail: ecfdocket@swazlaw.com

In re Lianna Tonakanyan
   Bankr. C.D. Calif. Case No. 12-11234
      Chapter 11 Petition filed January 13, 2012

In re New Direction Community Church of God
        aka New Direction Community Church of God in Christ of
Pomona
   Bankr. C.D. Calif. Case No. 12-11398
      Chapter 11 Petition filed January 13, 2012
         filed pro se
         See http://bankrupt.com/misc/cacb12-11398.pdf

In re Lewis Borrelli
   Bankr. D. Conn. Case No. 12-20057
      Chapter 11 Petition filed January 13, 2012

In re Robert Jenkens
   Bankr. M.D. Fla. Case No. 12-00198
      Chapter 11 Petition filed January 13, 2012

In re Amber Construction Company
   Bankr. M.D. Fla. Case No. 12-00192
      Chapter 11 Petition filed January 13, 2012
         Filed pro se

In re Hunan Garden Chinese Restaurant, Inc.
   Bankr. N.D. Fla. Case No. 12-30035
      Chapter 11 Petition filed January 13, 2012
         See http://bankrupt.com/misc/flnb12-30035.pdf
         represented by: J. Steven Ford, Esq.
                         Wilson, Harrell, Farrington
                         E-mail: jsf@whsf-law.com

In re Brenda Brown
   Bankr. E.D. Ky. Case No. 12-70013
      Chapter 11 Petition filed January 13, 2012

In re Fundamental Provisions, LLC
        aka Popeye's Louisiana Kitchen
        aka Popeye's
        aka Thaxco, Inc.
        aka Ascension Provisions, LLC
        aka Pollo, Inc.
        aka Cajun Provisions, LLC
   Bankr. M.D. La. Case No. 12-10048
      Chapter 11 Petition filed January 13, 2012
         filed pro se
         See http://bankrupt.com/misc/lamb12-10048.pdf

In re Edward Silker
   Bankr. D. Minn. Case No. 12-50037
      Chapter 11 Petition filed January 13, 2012

In re Robin Grathwol
   Bankr. E.D.N.C. Case No. 12-00294
      Chapter 11 Petition filed January 13, 2012

In re Joseph Shaw
   Bankr. D. N.M. Case No. 12-10127
      Chapter 11 Petition filed January 13, 2012

In re The Pines Ocean Boulevard, LLC
   Bankr. D. N.H. Case No. 12-10103
      Chapter 11 Petition filed January 13, 2012
         See http://bankrupt.com/misc/nhb12-10103.pdf
         represented by: Marc L. Van De Water, Esq.
                         Van De Water Law Offices, P.L.L.C.
                         E-mail: lawyer@vlawusa.com

In re Brite White Builders, Inc.
   Bankr. E.D. Pa. Case No. 12-10301
      Chapter 11 Petition filed January 13, 2012
         See http://bankrupt.com/misc/paeb12-10301.pdf
         represented by: Jennifer E. Cranston, Esq.
                         Ciardi Ciardi & Astin, P.C.
                         E-mail: jcranston@ciardilaw.com

In re P&G Hardware Inc.
   Bankr. D. Puerto Rico Case No. 12-00158
      Chapter 11 Petition filed January 13, 2012
         See http://bankrupt.com/misc/prb12-00158.pdf
         represented by: Teresa M. Lube Capo, Esq.
                         Lube & Soto Law Offices PSC.
                         E-mail: lubeysoto@gmail.com

In re Hadeer Karmo
   Bankr. M.D. Tenn. Case No. 12-00306
      Chapter 11 Petition filed January 13, 2012

In re A&S Estate, LLC
   Bankr. E.D. Va. Case No. 12-70125
      Chapter 11 Petition filed January 13, 2012
         See http://bankrupt.com/misc/vaeb12-70125.pdf
         represented by: Seth A. Schoenfeld, Esq.
                         John W. Lee, P.C.
                         E-mail: sas74a@aol.com

In re 2XPRESION LATINA 2020, LLC
   Bankr. D. Mass. Case No. 12-40124
      Chapter 11 Petition filed January 15, 2012
         See http://bankrupt.com/misc/mab12-40124.pdf
         represented by: Warren E. Wood, Esq.
                         Law Office of Warren E. Wood, LLC
                         E-mail:  woodattys2009@yahoo.com

In re James Seely
   Bankr. C.D. Calif. Case No. 12-11522
      Chapter 11 Petition filed January 16, 2012

In re John Hall
   Bankr. C.D. Calif. Case No. 12-10422
      Chapter 11 Petition filed January 16, 2012

In re Long Beach Bible Institute
   Bankr. C.D. Calif. Case No. 12-11518
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/cacb12-11518.pdf
         represented by: Gene W. Choe, Esq.
                         E-mail: maria@choicelaw.org

In re Martin Byrdsong
   Bankr. C.D. Calif. Case No. 12-11511
      Chapter 11 Petition filed January 16, 2012

In re Pradeep Sethia
   Bankr. C.D. Calif. Case No. 12-10569
      Chapter 11 Petition filed January 16, 2012

In re The Greater Oper Door Church of God
   Bankr. C.D. Calif. Case No. 12-11517
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/cacb12-11517.pdf
         represented by: Gene W. Choe, Esq.
                         E-mail: maria@choicelaw.org

In re Arlington Village Apartments, LLC
        dba Arlington Village Apartments
   Bankr. M.D. Fla. Case No. 12-00223
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/flmb12-00223.pdf
         represented by: Robert D. Wilcox, Esq.
                         Brennan, Manna & Diamond, PL
                         E-mail: rdwilcox@bmdpl.com

In re Monroe Properties of Tallahassee LLC
        dba Seminole Burger Inc.
        dba St. Cloud Burger Inc.
        dba Thomas Road Burger Inc.
        dba BVL Burger Inc.
        dba OBT Burger Inc.
   Bankr. N.D. Fla. Case No. 12-40016
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/flnb12-40016.pdf
         represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re Rickey Glancy
      Sharon Glancy
   Bankr. E.D. Mich. Case No. 12-40869
      Chapter 11 Petition filed January 16, 2012

In re David Downey
   Bankr. D. Nev. Case No. 12-10462
      Chapter 11 Petition filed January 16, 2012

In re Doug Christensen
   Bankr. D. Nev. Case No. 12-10442
      Chapter 11 Petition filed January 16, 2012

In re Neil Rose
   Bankr. D. Nev. Case No. 12-10439
      Chapter 11 Petition filed January 16, 2012

In re John Masselli
   Bankr. D. N.J. Case No. 12-10963
      Chapter 11 Petition filed January 16, 2012

In re Just-Jimmies, Inc.
        aka The Buttery
   Bankr. N.D. N.Y. Case No. 12-10074
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/nynb12-10074.pdf
         represented by: Richard Croak, Esq.
                         E-mail:  rcroak@richardcroak.com

In re Classy Properties, LLC
   Bankr. E.D. Pa. Case No. 12-10359
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/paeb12-10359.pdf
         represented by: Ronald G. Mcneil, Esq.
                         McNeil Legal services
                         E-mail: r.mcneil1@verizon.net

In re John J. Cassel, M.D., P.C.
   Bankr. E.D. Pa. Case No. 12-10368
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/paeb12-10368.pdf
         represented by: John R.K. Solt, Esq.
                         John R. K. Solt, P.C.
                         E-mail: jrksolt@verizon.net

In re Darnell Clemm
   Bankr. W.D. Pa. Case No. 12-20172
      Chapter 11 Petition filed January 16, 2012

In re Neal Sanders
   Bankr. W.D. Pa. Case No. 12-20174
      Chapter 11 Petition filed January 16, 2012

In re Peter Celender
   Bankr. W.D. Pa. Case No. 12-20181
      Chapter 11 Petition filed January 16, 2012

In re Robert McGahey
   Bankr. D. S.C. Case No. 12-00222
      Chapter 11 Petition filed January 16, 2012

In re Raheem Enterprises, Inc.
   Bankr. N.D. Texas Case No. 12-30329
      Chapter 11 Petition filed January 16, 2012
         See http://bankrupt.com/misc/txnb12-30329.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Jesus Leyva
   Bankr. D. Ariz. Case No. 12-00820
      Chapter 11 Petition filed January 17, 2012

In re William Gragg
   Bankr. D. Ariz. Case No. 12-00848
      Chapter 11 Petition filed January 17, 2012

In re Carmanita Corporation, Inc.
   Bankr. C.D. Calif. Case No. 12-11707
      Chapter 11 Petition filed January 17, 2012
         See http://bankrupt.com/misc/cacb12-11707.pdf
         represented by: Sylvia Ho, Esq.
                         Law Offices of David A Tilem
                         E-mail: SylviaHo@TilemLaw.com

In re Maria Majano
   Bankr. C.D. Calif. Case No. 12-11679
      Chapter 11 Petition filed January 17, 2012

In re The Woman's Club of Hollywood, California
   Bankr. C.D. Calif. Case No. 12-11602
      Chapter 11 Petition filed January 17, 2012
         See http://bankrupt.com/misc/cacb12-11602.pdf
         represented by: Alda Shelton, Esq.
                         E-mail: aldashelton@yahoo.com

In re Maria Armendariz
   Bankr. N.D. Calif. Case No. 12-50317
      Chapter 11 Petition filed January 17, 2012

In re Prudent Constituents Association, NF
   Bankr. S.D. Calif. Case No. 12-00479
      Chapter 11 Petition filed January 17, 2012
         filed pro se

In re Alejandro DeFrutos
   Bankr. D. Conn. Case No. 12-30093
      Chapter 11 Petition filed January 17, 2012

In re H & K of Tahmid, Inc.
   Bankr. M.D. Fla. Case No. 12-00518
      Chapter 11 Petition filed January 17, 2012
         See http://bankrupt.com/misc/flmb12-00518.pdf
         represented by: Linda Kay Yerger, Esq.
                         Yerger / Tyler P.A.
                         E-mail: lkyerger@embarqmail.com

In re Hammondville Shoppes, LLC
   Bankr. S.D. Fla. Case No. 12-11172
      Chapter 11 Petition filed January 17, 2012
         See http://bankrupt.com/misc/flsb12-11172.pdf
         represented by: Bart A. Houston, Esq.
                         E-mail:  houston@kolawyers.com

In re Howard Rifas
   Bankr. S.D. Fla. Case No. 12-11199
      Chapter 11 Petition filed January 17, 2012

In re Thomas Joyce
   Bankr. D. Mass. Case No. 12-10322
      Chapter 11 Petition filed January 17, 2012

In re Bud Montgomery
   Bankr. W.D. Mich. Case No. 12-00318
      Chapter 11 Petition filed January 17, 2012

In re N&J Bar Restaurant Corp.
   Bankr. S.D.N.Y. Case No. 12-10163
      Chapter 11 Petition filed January 17, 2012
         filed pro se
         See http://bankrupt.com/misc/nysb12-10163.pdf

In re J. G. Crummers, Inc.
        dba JG Crummers
   Bankr. W.D.N.Y. Case No. 12-20068
      Chapter 11 Petition filed January 17, 2012
         See http://bankrupt.com/misc/nywb12-20068.pdf
         represented by: Mike Krueger, Esq.
                         Chamberlain D'Amanda
                         E-mail:  mjk@cdlawyers.com

In re Christopher Garner
   Bankr. E.D.N.C. Case No. 12-00399
      Chapter 11 Petition filed January 17, 2012

In re Yarborough & Rocke Funeral Home Inc.
   Bankr. E.D. Pa. Case No. 12-10384
      Chapter 11 Petition filed January 17, 2012
         See http://bankrupt.com/misc/paeb12-10384.pdf
         represented by: Dean Francis Owens, Esq.
                         The Killino Firm
                         E-mail: dfowensesq@gmail.com

In re Dean Liuzzi
   Bankr. C.D. Calif. Case No. 12-10656
      Chapter 11 Petition filed January 18, 2012

In re Edward Eghiaian
   Bankr. C.D. Calif. Case No. 12-11879
      Chapter 11 Petition filed January 18, 2012

In re Eugenio Figueroa
   Bankr. C.D. Calif. Case No. 12-11827
      Chapter 11 Petition filed January 18, 2012

In re Mark Sherry
   Bankr. C.D. Calif. Case No. 12-10532
      Chapter 11 Petition filed January 18, 2012

In re Rene Rivas
   Bankr. C.D. Calif. Case No. 12-11865
      Chapter 11 Petition filed January 18, 2012

In re Anchar, Inc.
   Bankr. N.D. Calif. Case No. 12-50372
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/canb12-50372.pdf
         represented by: Judson T. Farley, Esq.
                         Law Offices of Judson T. Farley
                         E-mail: judsonfarley@sbcglobal.net

In re James Harrison
   Bankr. N.D. Calif. Case No. 12-10129
      Chapter 11 Petition filed January 18, 2012

In re Lisa Saraspi
   Bankr. N.D. Calif. Case No. 12-40456
      Chapter 11 Petition filed January 18, 2012

In re Mika Hankins
   Bankr. N.D. Calif. Case No. 12-40448
      Chapter 11 Petition filed January 18, 2012

In re Ricardo Mello
   Bankr. N.D. Calif. Case No. 12-50341
      Chapter 11 Petition filed January 18, 2012

In re Saramino Development, LLC
   Bankr. N.D. Calif. Case No. 12-50361
      Chapter 11 Petition filed January 18, 2012
         filed pro se
         See http://bankrupt.com/misc/canb12-50361.pdf

In re Brad W. Arenz DMD, P.A.
   Bankr. M.D. Fla. Case No. 12-00634
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/flmb12-00634.pdf
         represented by: Raymond J. Rotella, Esq.
                         Kosto & Rotella PA
                         E-mail: rrotella@kostoandrotella.com

In re Chipola Rainbow Homebuilders Association, Inc.
   Bankr. N.D. Fla. Case No. 12-50018
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/flnb12-50018.pdf
         represented by: Charles M. Wynn, Esq.
                         Charles M. Wynn Law Offices, P.A.
                         E-mail:  wynnlawbnk@earthlink.net

In re Carolyn Cornelius
   Bankr. S.D. Fla. Case No. 12-11272
      Chapter 11 Petition filed January 18, 2012

In re Marisabel Valera
   Bankr. S.D. Fla. Case No. 12-11221
      Chapter 11 Petition filed January 18, 2012

In re Wellington Capital Group, LLC
   Bankr. S.D. Fla. Case No. 12-11289
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/flsb12-11289.pdf
         represented by: Kenneth S Rappaport, Esq.
                   E-mail: rappaport@kennethrappaportlawoffice.com

In re Damel Realty, LLC Damel Realty, LLC
   Bankr. D. Mass. Case No. 12-10352
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/mab12-10352.pdf
         represented by: Harvey W. Levin, Esq.
                         Law Office of Harvey W. Levin
                         E-mail: attyharveylevin@gmail.com

In re John Pauplis
   Bankr. D. Mass. Case No. 12-10378
      Chapter 11 Petition filed January 18, 2012

In re Albert Garner
   Bankr. S.D. Miss. Case No. 12-00171
      Chapter 11 Petition filed January 18, 2012

In re Richard Pulaski
   Bankr. D. N.J. Case No. 12-11124
      Chapter 11 Petition filed January 18, 2012

In re Ronald Pulaski
   Bankr. D. N.J. Case No. 12-11127
      Chapter 11 Petition filed January 18, 2012

In re OSG, Inc.
         t/a Miga
   Bankr. E.D. Pa. Case No. 12-10425
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/paeb12-10425.pdf
         represented by: Jonathan J. Sobel, Esq.
                         Law Office of Jonathan J. Sobel
                         E-mail: mate89@aol.com

In re Jorge Rodriguez Martinez
   Bankr. D. Puerto Rico Case No. 12-00220
      Chapter 11 Petition filed January 18, 2012

In re Ranger Financial Services, Inc.
   Bankr. N.D. Texas Case No. 12-30347
      Chapter 11 Petition filed January 18, 2012
         See http://bankrupt.com/misc/txnb12-30347.pdf
         represented by: David Max Seeberger, Esq.
                         The Gibson Law Group
                         E-mail: dseeberger@sbcglobal.net

In re Aslam Syed
   Bankr. E.D. Va. Case No. 12-10309
      Chapter 11 Petition filed January 18, 2012

In re Amerex Investment Group Inc.
   Bankr. C.D. Calif. Case No. 12-11958
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/cacb12-11958.pdf
         represented by: Frank Satalino, Esq.
                         Law Offices of Frank Satalino

In re An Jian Noodle Co. Inc.
   Bankr. C.D. Calif. Case No. 12-12006
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/cacb12-12006.pdf
         represented by: Paul M. Brent, Esq.
                         Steinberg Nutter & Brent
                         E-mail: snb300@aol.com

In re Tung Chiu
   Bankr. C.D. Calif. Case No. 12-12002
      Chapter 11 Petition filed January 19, 2012

In re Vincent Buchanan
   Bankr. N.D. Calif. Case No. 12-40533
      Chapter 11 Petition filed January 19, 2012

In re Sam Sherafatmand
   Bankr. S.D. Calif. Case No. 12-00637
      Chapter 11 Petition filed January 19, 2012

In re CLC Investments Group LLC
   Bankr. S.D. Fla. Case No. 12-11385
      Chapter 11 Petition filed January 19, 2012
         filed pro se
         See http://bankrupt.com/misc/flsb12-11385.pdf

In re Thomas Mulvey
   Bankr. S.D. Fla. Case No. 12-11413
      Chapter 11 Petition filed January 19, 2012

In re Fulton Warehouse and Distribution, LLC
   Bankr. N.D. Ga. Case No. 12-51363
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/ganb12-51363.pdf
         represented by: Robert D. Schwartz, Esq.
                         Schwartz & Binkley, P.C.
                         E-mail: bobschwartzlaw@aol.com

In re Kelley's Trucking, LLC
   Bankr. D. Md. Case No. 12-10946
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/mdb12-10946.pdf
         represented by: Jonathan C. Silverman, Esq.
                         E-mail: jonathan.c.silverman@gmail.com

In re Adalgisa Mercado
   Bankr. D. Mass. Case No. 12-10411
      Chapter 11 Petition filed January 19, 2012

In re Carlos Gutierrez
   Bankr. D. Mass. Case No. 12-40167
      Chapter 11 Petition filed January 19, 2012

In re Hogar Madre Teresa Del Campo, Inc.
        dba Hogar Madre Angelita, Inc.
   Bankr. D. Puerto Rico Case No. 12-10246
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/prb12-00264.pdf
         represented by: Mary Ann Gandia, Esq.
                         E-mail: gandialaw@gmail.com

In re Gurkins
   Bankr. W.D. Tenn. Case No. 12-20638
      Chapter 11 Petition filed January 19, 2012

In re Terry Clothier
   Bankr. W.D. Tenn. Case No. 12-20657
      Chapter 11 Petition filed January 19, 2012

In re Vecorder Technologies, Inc.
   Bankr. E.D. Va. Case No. 12-10351
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/vaeb12-10351.pdf
         represented by: Katherine Martell, Esq.
                         E-mail: kmartell@viennalawgroup.com

In re Richard Beeson
   Bankr. W.D. Wash. Case No. 12-40275
      Chapter 11 Petition filed January 19, 2012

In re SUR Argentino Inc.
        dba Amazon Grill
   Bankr. W.D. Wash. Case No. 12-10458
      Chapter 11 Petition filed January 19, 2012
         See http://bankrupt.com/misc/wawb12-10458.pdf
         represented by: Jeffrey B. Wells, Esq.
                         E-mail: paralegal@jeffwellslaw.com

In re Gresham & Graham General Partnership
   Bankr. D. Ariz. Case No. 12-01091
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/azb12-01091.pdf
         represented by: Blake D. Gunn, Esq.
                         E-mail: blake.gunn@gunnbankruptcyfirm.com

In re Rodney Berg
   Bankr. D. Ariz. Case No. 12-01110
      Chapter 11 Petition filed January 20, 2012

In re Dominik Neumann
   Bankr. C.D. Calif. Case No. 12-10601
      Chapter 11 Petition filed January 20, 2012

In re Friday Olelewe
   Bankr. C.D. Calif. Case No. 12-12167
      Chapter 11 Petition filed January 20, 2012

In re Jenny Blae
   Bankr. C.D. Calif. Case No. 12-10606
      Chapter 11 Petition filed January 20, 2012

In re Gabriel Oti
   Bankr. M.D. Fla. Case No. 12-00317
      Chapter 11 Petition filed January 20, 2012

In re Remarc Homes, LLC
   Bankr. M.D. Fla. Case No. 12-00765
      Chapter 11 Petition filed January 20, 2012
         filed pro se
         See http://bankrupt.com/misc/flmb12-00765.pdf

In re Rabun Medical Center, LLC
   Bankr. N.D. Ga. Case No. 12-20175
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/ganb12-20175.pdf
         represented by: Joseph Chad Brannen, Esq.
                         Brannen Law Group, P.C.
                         E-mail: ashley@brannenlawfirm.com

In re Faith Center
   Bankr. N.D. Ill. Case No. 12-80181
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/ilnb12-80181p.pdf
         See http://bankrupt.com/misc/ilnb12-80181c.pdf
         represented by: George P. Hampilos, Esq.
                         Hampilos & Langley, Ltd.
                         E-mail: georgehamp@aol.com

In re Bruce Brown
   Bankr. W.D. Mo. Case No. 12-60079
      Chapter 11 Petition filed January 20, 2012

In re Stephane Vanel
   Bankr. D. Nev. Case No. 12-10664
      Chapter 11 Petition filed January 20, 2012

In re Demetrios Papafagos
   Bankr. D. N.J. Case No. 12-11357
      Chapter 11 Petition filed January 20, 2012

In re Old Bridge Dental Care, P.A.
        fdba Cosmetic Dentistry of East Brunswick, P.A.
   Bankr. D. N.J. Case No. 12-11414
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/njb12-11414.pdf
         represented by: John F. Bracaglia, Jr., Esq.
                         Cohn, Bracaglia & Gropper
                         E-mail: lbrokaw@cbglawyers.com

In re 22 Van Brunt Corp.
   Bankr. E.D.N.Y. Case No. 12-40337
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/nyeb12-40337.pdf
         represented by: Timothy G. Griffin, Esq.
                         Law Office of Timothy G. Griffin

In re Infinity Resources Corporation
   Bankr. S.D.N.Y. Case No. 12-10246
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/nysb12-10246.pdf
         represented by: Edward R. Bassetti, Esq.
                         EBX Associates LLC

In re Blazers I, Inc.
   Bankr. W.D. Pa. Case No. 12-20269
      Chapter 11 Petition filed January 20, 2012
         filed pro se
         See http://bankrupt.com/misc/pawb12-20269.pdf

In re KimRo Manufacturing
        dba Kimberley Cochran
        aka Kimberley Cochran
   Bankr. W.D. Tenn. Case No. 12-10178
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/tnwb12-10178.pdf
         represented by: Thomas Harold Strawn, Jr., Esq.
                         Strawn & Edwards, PLLC
                         E-mail: tstrawn42@bellsouth.net

In re ML Hospitality, Inc.
   Bankr. W.D. Texas Case No. 12-50198
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/txwb12-50198.pdf
         represented by: William R. Davis, Jr., Esq.
                         Langley & Banack, Inc
                         E-mail: wrdavis@langleybanack.com

In re Mohammed Alam
   Bankr. W.D. Texas Case No. 12-50196
      Chapter 11 Petition filed January 20, 2012

In re Entertainment Concepts LLC
        dba Marquee Lounge
   Bankr. E.D. Wash. Case No. 12-00244
      Chapter 11 Petition filed January 20, 2012
         See http://bankrupt.com/misc/waeb12-00244.pdf
         represented by: Bruce K. Medeiros, Esq.
                         Davidson Backman Medeiros
                         E-mail: bmedeiros@dbm-law.net

In re John Knight
   Bankr. E.D. Ark. Case No. 12-10359
      Chapter 11 Petition filed January 21, 2012

In re Thomas Miller
   Bankr. D. Ariz. Case No. 12-01151
      Chapter 11 Petition filed January 22, 2012

In re Building Blocks Constructors Corp.
        aka Building Blocks
   Bankr. C.D. Calif. Case No. 12-12282
      Chapter 11 Petition filed January 22, 2012
         See http://bankrupt.com/misc/cacb12-12282.pdf
         represented by: Edwing F. Keller, Esq.
                         Law Offices of E. Frank Keller
                         E-mail: frank@keller.ms

In re Coast Court Reporters, Inc.
        dba Coast Court Reporters
        dba Coast Court Reporters
   Bankr. C.D. Calif. Case No. 12-10831
      Chapter 11 Petition filed January 22, 2012
         See http://bankrupt.com/misc/cacb12-10831.pdf
         represented by: Michael R. Totaro, Esq.
                         Totaro & Shanahan
                         E-mail: mtotaro@aol.com

In re Frank Ferrari
   Bankr. D. Nev. Case No. 12-50123
      Chapter 11 Petition filed January 22, 2012


In re George Snyder
   Bankr. D. Ariz. Case No. 12-01204
      Chapter 11 Petition filed January 23, 2012

In re Perla Maes
   Bankr. D. Ariz. Case No. 12-01221
      Chapter 11 Petition filed January 23, 2012

In re Saleem Kanjiyani
   Bankr. D. Ariz. Case No. 12-01234
      Chapter 11 Petition filed January 23, 2012

In re SQC Investments Inc.
   Bankr. D. Ariz. Case No. 12-01220
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/azb12-01220.pdf
         represented by: Steven N. Berger, Esq.
                         Steven N. Berger, P.C.
                         E-mail: snb@engelmanberger.com

In re Andria Grable
   Bankr. C.D. Calif. Case No. 12-12447
      Chapter 11 Petition filed January 23, 2012

In re Gregory Strange
   Bankr. C.D. Calif. Case No. 12-10836
      Chapter 11 Petition filed January 23, 2012

In re Michael Peters
   Bankr. C.D. Calif. Case No. 12-10658
      Chapter 11 Petition filed January 23, 2012

In re Western Communications
   Bankr. C.D. Calif. Case No. 12-12320
      Chapter 11 Petition filed January 23, 2012
         filed pro se
         See http://bankrupt.com/misc/cacb12-12320.pdf

In re Carlos Collazo
   Bankr. N.D. Calif. Case No. 12-30217
      Chapter 11 Petition filed January 23, 2012

In re Cole Road Enterprises, LLC
   Bankr. N.D. Calif. Case No. 12-40628
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/cacb12-40628.pdf
         represented by: Gina R. Klump, Esq.
                         Law Office of Gina R. Klump
                         E-mail: gklump@pacbell.net

In re Neil Bloomfield
   Bankr. N.D. Calif. Case No. 12-40625
      Chapter 11 Petition filed January 23, 2012

In re Orlando Bojorquez
   Bankr. N.D. Calif. Case No. 12-30215
      Chapter 11 Petition filed January 23, 2012

In re DD Property Thistledown Property Trust, Charlene Diefel
Trustee
        aka 1504 Thistledown Property trust, prev Mark Radom
trustee
   Bankr. M.D. Fla. Case No. 12-00803
      Chapter 11 Petition filed January 23, 2012
         filed pro se
         See http://bankrupt.com/misc/flmb12-00803.pdf

In re Titusville Pointe, LLC
   Bankr. S.D. Fla. Case No. 12-11646
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/flsb12-11646.pdf
         represented by: Daniel G. Gass, Esq.
                         E-mail: dannycpalaw@bellsouth.net

In re Kathleen Morris
   Bankr. D. Idaho Case No. 12-40082
      Chapter 11 Petition filed January 23, 2012

In re Broadhurst Enterprises, Inc.
   Bankr. N.D. Ill. Case No. 12-02086
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/ilnb12-02086.pdf
         represented by: Debra J. Vorhies Levine, Esq.
                         DVL LAW OFFICES, LLC
                         E-mail: debra.levine@dvllawoffices.com

In re Scott Nguy
      Linda Tran
   Bankr. D. Md. Case No. 12-11064
      Chapter 11 Petition filed January 23, 2012

In re Parker McCurley
   Bankr. S.D. Miss. Case No. 12-50110
      Chapter 11 Petition filed January 23, 2012

In re Roger Densley
   Bankr. D. Nev. Case No. 12-10696
      Chapter 11 Petition filed January 23, 2012

In re Manuel Almeida
   Bankr. D. N.J. Case No. 12-11564
      Chapter 11 Petition filed January 23, 2012

In re Dean Robbins
   Bankr. N.D. N.Y. Case No. 12-10126
      Chapter 11 Petition filed January 23, 2012

In re Eleven Seventy Holdings LLC
        dba Yuvan Medspa & Wellness Center LLC
   Bankr. W.D. N.C. Case No. 12-30146
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/ncwb12-30146.pdf
         represented by: Robert Lewis, Jr., Esq.
                         The Lewis Law Firm LLC
                         E-mail: lewislaw@embarqmail.com

In re Hacienda La Bala De Bronce Inc.
   Bankr. D. Puerto Rico Case No. 12-00349
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/prb12-00349.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         Fuentes Law Offices
                         E-mail: alex@fuentes-law.com

In re Servicios Especializados Mercedes, Inc.
   Bankr. D. Puerto Rico Case No. 12-00329
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/prb12-00329.pdf
         represented by: Luis D. Flores Gonzalez, Esq.
                         Luis D. Flores Gonzalez Law Office
                         E-mail: ldfglaw@coqui.net

In re 1411 Limited Liability Company
   Bankr. D. Utah Case No. 12-20747
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/utb12-20747.pdf
         represented by: Geoffrey C. Dietrich, Esq.
                         Pearson, Butler, Carson & Cook, PLLC
                         E-mail: geoff@pbcclaw.com

In re K1, Inc.
       dba Fresh and Organic
   Bankr. E.D. Va. Case No. 12-10409
      Chapter 11 Petition filed January 23, 2012
         See http://bankrupt.com/misc/vaeb12-10409.pdf
         represented by: Ann E. Schmitt, Esq.
                         Culbert & Schmitt, PLLC
                         E-mail: aschmitt@culbert-schmitt.com



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 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.


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