TCR_Public/121122.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, November 22, 2012, Vol. 16, No. 325

                            Headlines

AARON ELKIN: Lawyer in Child Custody Case Granted $75,000 Claim
AE BIOFUELS: Delays Form 10-Q for Third Quarter
AIRVANA NETWORK: S&P Cuts CCR to 'CCC-' on Declining Revenue
ALLIED SYSTEMS: Court OKs Ogletree as Labor & Benefits Counsel
ALLIED SYSTEMS: Court OKs Rothschild as Financial Advisor

AMBAC FINANCIAL: To Reopen New York City Headquarters
AMERICAN APPAREL: Amends Credit Pacts with Crystal and Lion
AMERICAN SUZUKI: Gets Approval of Agreement with Ally Financial
AMERICAN TIRE: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
ANTS SOFTWARE: Frank Kautzmann Resigns as Chairman of the Board

AS SEEN ON TV: Reports $12.9 Million Net Income in Sept. 30 Qtr.
AURORA USA: Moody's Assigns 'Caa1' Rating to $100-Mil. Notes
AVANTAIR INC: Delays Form 10-Q for Sept. 30 Quarter
BALQON CORP: Delays Q3 Form 10-Q for Accounting Analysis
BANKATLANTIC BANCORP: Reports $277-Mil. Net Income in 3rd Quarter

BION ENVIRONMENTAL: Carret Asset Does Not Own Common Shares
BLUEGREEN CORP: Replaces Stock Merger Pact with Cash Transaction
BOMBARDIER INC: S&P Withdraws 'BB' Rating on $1BB Unsecured Notes
BON-TON STORES: Incurs $10.1 Million Net Loss in Fiscal Q3
BOSTON BIOMEDICAL: Moody's Cuts Rating on 1999 Bonds to 'Caa1'

BROADWAY FINANCIAL: Incurs $613,000 Net Loss in Third Quarter
CAESARS ENTERTAINMENT: Taps D. Colvin as Chief Financial Officer
CALYPTE BIOMEDICAL: Delays Q3 Form 10-Q for Review Problems
CDII TRADING: CD Int'l Has Approval for Sale and Settlement
CENTERPLATE INC: Moody's Says NHL Lockout Credit Negative

CONQUEST SANTA FE: Seeks to Use Cash Collateral
CYPRESS OF TAMPA: Files for Chapter 11 in Tampa
D.C. DEVELOPMENT: Court OKs Rial & Assoc. as Lending Consultant
D.C. DEVELOPMENT: Court OKs Foley & Lardner as Tax Counsel
D.C. DEVELOPMENT: First United Opposes Exclusivity Extension

DRIVETIME AUTOMOTIVE: S&P Says B Rating on $200MM Notes Off Watch
EDIETS.COM INC: Delays Third Quarter Form 10-Q for Review
ECO BUILDING: Delays Form 10-Q for Sept. 30 Quarter
EDISON MISSION: Misses Interest Payment, May File for Bankruptcy
EDISON MISSION: Fitch Cuts Longterm Issuer Default Rating to 'C'

ELPIDA MEMORY: U.S. Court to Decide on Sale to Micron Technology
ENERGY EDGE: Delays Third Quarter Form 10-Q for Review
FIRST FINANCIAL: Cancels Agreement to Sell Louisville Branches
FIRST PLACE: Treasury Department Wants to Slow Down Sale
FIRST SECURITY: Incurs $9.4 Million Net Loss in Third Quarter

FOREVERGREEN WORLDWIDE: Delays Form 10-Q for Sept. 30 Quarter
FTLL ROBOVAULT: BBX Unit Wants Trustee Named or Case Converted
GAP INC: S&P Revises Outlook on 'BB+' CCR to Positive
GREEN ENERGY: Incurs $306,500 Net Loss in Third Quarter
HARPER BRUSH: Asset Prices Rises 88% at Auction

HAWAII OUTDOOR: Naniloa Volcanoes Resort Files Chapter 11
HOSTESS BRANDS: Gets OK to Wind Down Business, Sell Assets
HOSTESS BRANDS: Teamsters Opposed BCTGM Strike
HOSTESS BRANDS: Wind-Down Spurs Employees' Class Suit
HOSTESS BRANDS: Klehr Harrison Probing WARN Act Violations

HOSTESS BRANDS: eRaise.com Aims to Raise $500MM to Save Hostess
HYPERTENSION DIAGNOSTICS: Incurs $729K Net Loss in Sept. 30 Qtr.
HCSB FINANCIAL: Delays Q3 Form 10-Q for Regulatory Matters
IMEDICOR INC: Delays Form 10-Q for Sept. 30 Quarter
INFUSION BRANDS: Incurs $1 Million Net Loss in Third Quarter

INTELLICELL BIOSCIENCES: Delays Q3 Form 10-Q Due to Hurricane
JC PENNEY: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
JOSEPH YERUSHALMI: Ch.7 Trustee Can't Pursue Alter Ego Claim
KNIGHT CAPITAL: GETOCO Owns 23.8% of Class A Common Shares
LIBERATOR INC: Posts $6,400 Net Income in Sept. 30 Quarter

LLS AMERICA: Court Won't Dismiss Clawback Suits v. 50+ Defendants
MAMMOTH LAKES, CA: Municipal Bankruptcy Dismissed
MARICOPA IDA: Moody's Affirms 'B1' Bond Rating; Outlook Stable
MEDICAL CARD: Moody's Maintains Review on 'Caa3' Ratings
MICHAEL HAT: Calif. Appeals Court Rules on Dispute With Ex-Wife

MICHAELS STORES: Posts $36 Million Net Income in Third Quarter
MOUNTAIN NATIONAL: Delays Q3 Form 10-Q for Regulatory Matters
MYLAN INC: Moody's Hike Senior Unsecured Rating From 'Ba2'
MYLAN INC: S&P Raises CCR From 'BB+' on Reduced Leverage
NAVIOS MARITIME: Reaches Restructuring Agreement With Insurer

NEIMAN MARCUS: S&P Cuts Rating on Senior Secured Term Loan to 'B+'
NORD RESOURCES: Incurs $2.3 Million Net Loss in Third Quarter
NORTH AMERICAN BREWERIES: Moody's Assigns B2 Corp. Family Rating
OLYMPIC HOLDINGS: Court Employs M. Jonathan Hayes as Counsel
ORLANDO, FL: Moody's Cuts Rating on 2nd Lien Bonds to 'Ba2'

OROCO RESOURCE: Enters Into Term Sheet With Waterton for Funding
OVERLAND STORAGE: To Issue 250K Shares to Randy Gast as Incentive
OVERSEAS SHIPHOLDING: Has Interim Cash Use Approval
OVERSEAS SHIPHOLDING: Pomerantz Files Class Action Suit
OVERSEAS SHIPHOLDING: Todd M. Garber Files Class Action Lawsuit

PACER MANAGEMENT: Case Reassigned to Hon. Tracey Wise
PATRIOT COAL: Has Selenium Settlement With Sierra Club, et al.
PATRIOT COAL: Brower Piven Flies Class Action Lawsuit
PEGASUS RURAL: Wins Confirmation of Chapter 11 Plan
PENNFIELD CORP: Court Approves AEG as Financial Advisors

PENNFIELD CORP: Court OKs Maschmeyer Karalis as Bankr. Counsel
PENNFIELD CORP: Court Approves Groom as Employee Benefits Counsel
PENNFIELD CORP: Can Hire Lakeshore as Investment Banker
PENNFIELD CORP: Committee Retains Blank Rome as Counsel
PEREGRINE PHARMACEUTICALS: Nov. 27 Deadline for Lead Plaintiff

PEREGRINE PHARMACEUTICALS: Has Non-Compliance Notice From NASDAQ
PICCADILLY RESTAURANTS: Hires Jones Walker as Counsel
PICCADILLY RESTAURANTS: Postlethwaite Approved as Auditors
PICCADILLY RESTAURANTS: Court OKs BMC Group as Claims Agent
PICCADILLY RESTAURANTS: Court Hires J. Cornish as Consultant

PICCADILLY RESTAURANTS: Files Schedules of Assets and Liabilities
PINNACLE AIRLINES: Court Gives Roadmap for New Pilots Contract
PURADYN FILTER: Delays Form 10-Q for Third Quarter
PVH CORP: Moody's Confirms 'Ba2' CFR/PDR; Outlook Stable
QBEX ELECTRONICS: Hiring GrayRobinson as Bankruptcy Counsel

QBEX ELECTRONICS: Wants to Use Bank Leumi's Cash Collateral
QUIKSILVER INC: Moody's Affirms 'Caa1' Rating on $400MM Notes
RCP INVESTMENTS VI: Can't Sell Property Under Sec. 363(f)
RESIDENTIAL CAPITAL: Court Approves Sale to Ocwen and Walter
ROTECH HEALTHCARE: Incurs $12.8 Million Net Loss in Third Quarter

ROTHSTEIN ROSENFELDT: Lawsuit vs. Jeweler to Proceed to Trial
SAFENET: Moody's Affirms 'B2' Corp. Family Rating; Outlook Stable
SCS HOLDINGS: S&P Raises Rating on $260-Mil. Term Loan to 'BB-'
SEARS HOLDINGS: Incurs $498 Million Net Loss in Oct. 27 Quarter
SILVERSUN TECHNOLOGIES: Posts $102,800 Net Income in 3rd Quarter

SINOHUB INC: Scott+Scott Files Securities Class Action Lawsuit
SPORTS AUTHORITY: Moody's Withdraws 'B3' Rating on $630MM Loan
SPRINGS WINDOW: S&P Ups Rating on $356.5MM First-Lien Debt to 'B+'
ST. PAUL HOUSING AUTHORITY: Moody's Hikes Bond Ratings From 'Ba1'
STALLION OILFIELD: S&P Rates $500MM Senior Secured Term Loan 'B'

T BANCSHARES: Reports $439,000 Net Income in Third Quarter
T3 MOTION: Delays Form 10-Q for Third Quarter
TALON THERAPEUTICS: Posts $40.5-Mil. Net Income in 3rd Quarter
TITANIUM GROUP: Zili Sells 20MM Restricted Shares to Snow Hill
TITANIUM GROUP: Delays Form 10-Q for Third Quarter

TN-K ENERGY: Incurs $79,600 Net Loss in Third Quarter
TONGJI HEALTHCARE: Delays Form 10-Q for Third Quarter
TTM TECHNOLOGIES: S&P Ups CCR to 'BB' on Stabilizing End Markets
UNILAVA CORP: Delays Form 10-Q for Third Quarter
UNITED CONTINENTAL: S&P Affirms 'B' Corporate Credit Rating

UNIVERSITY GENERAL: Reports $1.9-Mil. Net Income in 3rd Quarter
UTSTARCOM INC: Incurs $20.7 Million Net Loss in Third Quarter
VANGUARD NATURAL: S&P Hikes CCR to B+; Sr. Unsec. Debt Rating B+
VAUGHAN CO: Court Nixes Summary Judgment Bids Over Saul Ewing Fund
VICTORY ENERGY: Incurs $868,000 Net Loss in Third Quarter

VUZIX CORP: Delays Form 10-Q for Third Quarter
VYCOR MEDICAL: Incurs $792,000 Net Loss in Third Quarter
VYSTAR CORP: Incurs $577,800 Net Loss in Third Quarter
WAXESS HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter
WIZARD WORLD: Posts $1.7 Million Net Income in Third Quarter

WORLD SURVEILLANCE: Agrees to Cancel Shares Issuances to Execs.
WOUND MANAGEMENT: Incurs $1.4 Million Net Loss in Third Quarter
XERIUM TECHNOLOGIES: S&P Revises Outlook on 'B' CCR to Negative
YELLOWSTONE MOUNTAIN: Dist. Court Rejects Disqualification Bid
ZHONG WEN: Delays Form 10-Q for Third Quarter

ZOO ENTERTAINMENT: Incurs $188,000 Net Loss in Third Quarter
ZYTO CORP: Reports $97,613 Net Income in Third Quarter

* Moody's Says Michigan School Districts' Outlook Remains Neg.

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

AARON ELKIN: Lawyer in Child Custody Case Granted $75,000 Claim
---------------------------------------------------------------
Bankruptcy Judge Robert A. Mark overruled Aaron Elkin's objection
to the proof of claim filed by Arlene Wexler, Esq., counsel to
Andrea Labis, the mother of the Debtor's child.  The Debtor and
Ms. Labis, who are not married, are embroiled in a protracted
child custody dispute styled Elkin v. Labis, Index No. 105411/08,
still pending in the Supreme Court, County of New York.

Ms. Wexler asserts a $75,000 priority unsecured claim for attorney
fees incurred in connection with her representation of Ms. Labis.
The Claim is based on a Decision and Order in the State Court Case
dated Feb. 15, 2011 and entered on March 17, 2011.  The Fee Order
is a three-page decision awarding $75,000 in attorney fees to
Labis, which the State Court ordered the Debtor to pay to Ms.
Wexler by April 1, 2011.

A copy of the Court's Nov. 16, 2012 Memorandum Opinion and Order
is available at http://is.gd/J9VVRsfrom Leagle.com.

The Debtor did not pay the award and filed his chapter 11 petition
(Bankr. S.D. Fla. Case No. 11-19278) on April 6, 2011.


AE BIOFUELS: Delays Form 10-Q for Third Quarter
-----------------------------------------------
Aemetis, inc., formerly known as AE Biofuels Inc., was unable to
file, without unreasonable effort and expense, its quarterly
report on Form 10-Q for the quarter ended Sept. 30, 2012, because
the Company's management has not completed their review of the
Company's financial statements on Form 10-Q.  It is anticipated
that the Quarterly Report on Form 10-Q will be filed on or before
the 5th calendar day following the prescribed due date of the
Company's Quarterly Report on Form 10-Q.

                          About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company's balance sheet at June 30, 2012, showed $24.68
million in total assets, $62.10 million in total liabilities and a
$37.41 million total stockholders' deficit.

Aemetis disclosed a net loss of $18.29 million on $141.85 million
of revenue for the year ended Dec. 31, 2011, compared with a net
loss of $8.56 million on $8.13 million of revenue during the prior
year.


AIRVANA NETWORK: S&P Cuts CCR to 'CCC-' on Declining Revenue
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue ratings on Chelmsford, Mass.-based Airvana Network
Solutions Inc. to 'CCC-' from 'CCC'. "The recovery rating on the
company's senior secured debt remains '4', indicating our
expectation of average (30%-50%) recovery in the event of a
payment default," S&P said.

"In addition, we removed the ratings from CreditWatch, where we
placed them with developing implications on Feb. 9, 2012. The
outlook is negative," S&P said.

"The downgrade reflects rapid declines in revenue and cash flow
year to date, and lack of resolution of the legal proceedings
against Ericsson, including ongoing uncertainty about potential
proceeds from a settlement or judgment," said Standard & Poor's
ratings analyst Martha Toll-Reed.

"Airvana is dependent on Ericsson for essentially 100% of its
revenues. Our ratings on the company reflect the ongoing lawsuit
against its sole customer, and the related vulnerability of its
future revenues and cash flows," S&P said.

"Airvana filed suit against Ericsson in the Supreme Court of the
State of New York on Feb. 8, 2012. The suit alleges that Ericsson
violated key terms of its contract with Airvana and
misappropriated Airvana's critical intellectual property, among
other items. As a result, Airvana seeks from Ericsson damages of
not less than $330 million and an injunction barring certain
conduct by Ericsson. Airvana's 'vulnerable' business risk profile
reflects its declining revenue base and ongoing litigation against
its sole customer," S&P said.

"We view Airvana's financial risk profile as 'highly leveraged,'
and we assess Airvana's management and governance as 'weak,' based
on our uncertainty regarding the sustainability of the revenues
and cash flows," S&P said.

"The negative outlook reflects the uncertain status of the
litigation against Ericsson. The absence of a timely (before March
1, 2013) and favorable resolution could lead to lower a lower
rating in the near term. We could also lower ratings in the near
term if negative operating trends put Airvana's revenues, cash
flow, and liquidity more at risk," S&P said.


ALLIED SYSTEMS: Court OKs Ogletree as Labor & Benefits Counsel
--------------------------------------------------------------
Allied Systems Holdings, Inc., and its U.S. and Canadian
subsidiaries sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Ogletree,
Deakins, Nash, Smoak & Stewart, P.C., as labor and benefits
counsel for the Debtors, nunc pro tunc to Oct. 1, 2012.

Ogletree will (i) advise and represent the Debtors in connection
with labor and benefits matters, including the Debtors' current
collective bargaining agreements and employee benefit and
retirement plans, (ii) advise and represent the Debtors in any
labor or employee benefits matters arising in connection with the
Chapter 11 cases, and (iii) advise and represent the Debtors in
negotiations and litigation, if any, related to the Debtors'
collective bargaining agreements with its union employees or the
Debtors' employee benefits and retirement plans.

Ogletree's billing rates currently range from $300 to $650 per
hour for shareholders, $200 to $640 per hour for counsel, $175 to
$415 per hour for associates and $100 to $260 per hour for para-
professionals.

To the best of the Debtors' knowledge: (a) Ogletree is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

The Debtors owe Ogletree $4,109 for prepetition services rendered
to the Debtor.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIED SYSTEMS: Court OKs Rothschild as Financial Advisor
---------------------------------------------------------
Allied Systems Ltd. sought and obtained approval from the
Bankruptcy Court to employ Rothschild Inc. as financial advisor
and investment banker, effective as of the Petition Date.

Rothschild has agreed to identify or initiate potential
transactions, which includes a plan of reorganization, a sale
pursuant to 11 U.S.C. Sec. 363 or a merger or business
combination.  The firm will also analyze any proposals from third
parties.

The Official Committee of Unsecured Creditors and the petitioning
creditors, namely BDCM Opportunity Fund II, LP, Spectrum
Investment Partners LP, and Black Diamond CLO 2005-1 Adviser
L.L.C., filed objections to the application.  The objections were
later resolved by consent in accordance with the terms of the
Court's order.

The firm will receive a cash advisory fee of $150,000 per month.

As agreed by the parties, Rothschild will be entitled to a
completion fee equal to one of the following:

  (i) $1,750,000 payable in cash promptly upon the earlier of the
      consummation of the closing or consummation of the sale,
      transfer or other deposition of the a  majority of the
      Company's equity interest or assets pursuant to 11 U.S.C.
      Sec. 363;

(ii) $2,000,000 payable in cash upon the earlier of the
      consummation of a Plan that is confirmed at an uncontested
      confirmation hearing and the closing of a sale of at least a
      majority of the equity interests or assets to any of the
      first lien lenders pursuant to Sec. 363;

(iii) an amount not more than $2,000,000 to be determined by the
      parties payable in cash immediately upon the closing of a
      sale or deposition of the equity interests or assets to any
      first lien lenders that is not supported or consented to by
      a first lien supermajority.

(iv) if the completion fee is not earned pursuant to (i), (ii) or
      (iii), $2,500,000, payable in cash upon the earlier of the
      closing or consummation of a plan or other transaction.

The firm will also receive a new capital fee.

Allied has agreed to provide the Petitioning Creditors and the
Committee copies of any written proposals, expressions of interest
or similar communications the Company received from any party.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMBAC FINANCIAL: To Reopen New York City Headquarters
-----------------------------------------------------
Ambac Financial Group, Inc. and Ambac Assurance Corporation will
reopen their headquarters at One State Street Plaza, New York, New
York on Monday, Nov. 26, 2012.

As a result of storm damage, the Companies' telephone system will
not be fully operational.  A temporary system is available for
inbound calls, and inquiries may be directed via telephone to
(845) 810-3000 or through regular e-mail channels.

The Companies will be closed from Wednesday, November 21, 2012
through Friday, Nov. 23, 2012, to facilitate the migration of
their systems and operations back to the New York City
headquarters from the disaster recovery site in Kingston, NY,
during this period.

                       About Ambac Financial

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

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

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

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

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

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

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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

The Company's balance sheet at June 30, 2012, showed $26.61
billion in total assets, $30.36 billion in total liabilities and a
$3.75 billion total stockholders' deficit.


AMERICAN APPAREL: Amends Credit Pacts with Crystal and Lion
-----------------------------------------------------------
American Apparel, Inc., and certain of its subsidiaries entered
into amendments to both the Crystal Credit Agreement and the Lion
Credit Agreement that, among other things, reduced by $600,000 the
target minimum EBITDA for the twelve months ended Oct. 31, 2012,
under the financial covenants of each credit agreement,
respectively.  A copy of the amended Crystal Credit Pact is
available for free at http://is.gd/xsBRRm

                      About American Apparel

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

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $333.64
million in total assets, $319.76 million in total liabilities and
$13.87 million in total stockholders' equity.


AMERICAN SUZUKI: Gets Approval of Agreement with Ally Financial
---------------------------------------------------------------
American Suzuki Motor Corporation has received Bankruptcy Court
approval of its agreement with Ally Financial Inc. and certain of
its affiliates, including American Suzuki Financial Services
Company, to assume certain agreements with Ally that support
Ally's provision of automotive dealer floorplan financing and
retail financing programs, including zero percent for qualified
buyers of Suzuki automobiles.  The agreement will help ensure that
ASMC's automotive dealers and consumers have continued access to
wholesale and retail financing for Suzuki automobiles.

As previously announced, all automobile warranties will continue
to be fully honored, in accordance with their terms, and parts and
service will continue to be provided to consumers through ASMC's
continued service and parts dealer network.

Also, on Nov. 7, 2012, ASMC obtained authority to continue its
financing relationships with GE Capital's Retail Finance and
Commercial Distribution Finance businesses, which provide
motorcycle and ATV consumer financing programs, as well as
motorcycle, ATV and marine dealer inventory financing,
respectively.  By Court approval of these motions, dealers and
consumers of Suzuki products will continue to have access to
wholesale and retail financing in the same manner as before the
Company's Nov. 5, 2012, chapter 11 filing.  The Court also
approved the continuation of existing agreements with Sheffield
Financial for consumer financing for motorcycle and ATV products.

ASMC has begun working within its current U.S. Automotive dealer
network to help structure a smooth transition from new automobile
sales to exclusively parts and service operations.  ASMC intends
to market and sell its remaining U.S. automobile inventory through
its automotive dealer network, many of whom have expressed
interest in continuing to order and receive shipments of Suzuki
automobiles as long as they remain available.  Through and after
the restructuring, all warranties will be fully honored and
automobile parts and services will be provided to consumers
through the dealer network.

ASMC announced on Nov. 5, 2012, that it plans to realign its
business to focus on the long-term growth of its Motorcycles/ATV
and Marine divisions and to wind down and discontinue new
automobile sales in the continental U.S., following a thorough
review of its current position and future opportunities in the
U.S. automotive market.  ASMC determined that the best path to
achieve this realignment in an efficient and orderly manner was to
restructure its operations under chapter 11.  The case was filed
in the United States Bankruptcy Court, Central District of
California in Santa Ana.

                         About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as Chief Restructuring Officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


AMERICAN TIRE: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Huntersville, N.C.-based American Tire Distributors Inc.
(ATD) to 'B' from 'B+'. The outlook is stable.

"At the same time, we lowered the rating on the company's senior
secured notes to 'CCC+', two notches below the corporate credit
rating, from 'B-'. The recovery rating on this debt remains '6',
indicating our expectation of negligible recovery (0%-10%) for
noteholders in the event of default," S&P said.

"The downgrade reflects our view that ATD's leverage falls outside
our expectation for the 'B+' corporate credit rating," said
Standard & Poor's credit analyst Lawrence Orlowski. "We believe it
will continue to do so, given ample expansion opportunities in
this fragmented industry."

"We view the company's financial risk profile as 'highly
leveraged' under our criteria, and we expect ATD's leverage to
remain about 6x by the end of the year," S&P said.

"We view ATD's business risk as 'weak,' reflecting its limited
geographical diversity, fierce competitive landscape, and narrow
scope of operations," S&P said.

"Our stable outlook on ATD reflects the likelihood that the
company will maintain credit measures in line with the new rating:
namely, adjusted leverage between 5x and 6x. We do not expect the
company to generate positive free cash flow in 2012 in part
because of rising working capital requirements related to its
geographic expansion. Our view of free cash flow in 2013 is based
upon the assumption that the private equity owners will manage
growth to prevent further increases in debt," S&P said.


ANTS SOFTWARE: Frank Kautzmann Resigns as Chairman of the Board
---------------------------------------------------------------
Dr. Frank N. Kautzmann, III, Chairman and Director of ANTs
software inc., resigned as Chairman and Director, effective
Nov. 13, 2012.  Dr. Kautzmann did not have any disagreement with
the Company on any matter relating to the Company's operations,
policies, practices or any business matters.

Dr. Kautzmann previously resigned as President and Chief Executive
Officer of the Company on Nov. 12, 2012.

                        About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


AS SEEN ON TV: Reports $12.9 Million Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $12.93 million on $637,724 of revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $12.09 million
on $258,495 of revenue for the same period during the prior year.

For the six months ended Sept. 30, 2012, the Company reported net
income of $2.18 million on $1.03 million of revenue, compared with
a net loss of $12.44 million on $744,383 of revenue for the same
period a year ago.

The Company reported a net loss of $8.07 million on $8.16 million
of revenue for the year ended March 31, 2012, compared with a net
loss of $6.97 million on $1.35 million of revenue during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$9.74 million in total assets, $23.42 million in total liabilities
and a $13.68 million total stockholders' deficiency.

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

                        http://is.gd/NOr1W3

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.


AURORA USA: Moody's Assigns 'Caa1' Rating to $100-Mil. Notes
------------------------------------------------------------
Moody's Investors Service issued a correction to the July 26,
2012, rating release of Aurora USA Oil & Gas, Inc.

Moody's assigned a Caa1 rating to the Aurora offering of $100
million senior unsecured notes due 2017. These notes are a tack-on
issuance to the existing $200 million unsecured senior notes due
2017. Aurora intends to use the net proceeds from the proposed
offering to prefund a portion of its development requirements for
the Sugarkane field in the Eagle Ford operated by Marathon Oil
(MRO). The rating outlook is stable.

Ratings Rationale

"Aurora is small, highly levered for its production and proved
developed reserves and a non-operator of its assets. The rating
focuses on its capacity to rapidly expand production and cash
flows to better match the large and uncertain timing cash calls
for development funds from MRO, the operator. Maintaining
liquidity to pay development costs when and as called is
imperative; going non-consent cripples Aurora's economics," said
Harry Schroeder, Moody's Vice President.

The rating is predicated on Marathon Oil's (MRO) reputation and
capability as the operator of Aurora's properties, MRO's economic
interest and financial ability to rapidly develop this field, its
intent to hold drilling locations by production thus accelerating
drilling costs, the robust unleveraged cash margins available in
the Eagle Ford and full-cycle metrics. Moody's sees the full-cycle
metrics for Aurora eroding despite production being almost
entirely liquids. Economic entry point of acreage acquisition
purchase is critical to ultimate performance as Aurora's
management, in reality, has neither control, nor adds significant
value to the actual development of the properties. Since March
2012, it has spent about $200 million on increasing its
acreage/working interests in Sugarkane (about $65,000 per net
acre). Making acceptable economic returns with this embedded cost
basis and about $7.5 million per net well is difficult. While
equity funded a substantial portion, the need for this issuance is
to freshen-up the liquidity initially earmarked for development of
existing properties and lowering leverage metrics in the short-
term. The rating assumes that Marathon continues as operator,
Aurora will maintain adequate liquidity to fund its share of
Marathon's drilling program when and as called, that production in
the Sugarkane Field grows apace of Moody's expectations and
further acquisitions of non-immediate cash generating assets is
very limited. The rating is restrained by concentration in a
single field, early stage operations, and Aurora's non-operator
status.

The Caa1 rating on the proposed $100 million senior notes reflects
both the Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) both of which are B3. The Loss Given Default is LGD 4
(67%). At 6/30/2012, Aurora has a senior secured revolving credit
with an $85 million borrowing base that is fully available. This
precipitates the notching of the notes to a Caa1 rating. With a
proforma post issue cash balance estimated to be about $150
million, proforma 12 months Retained Cash Flow of $150 million and
Revolver availability of $85 million approximately $385 million is
available to meet cash calls from the operator. This should be
sufficient to meet all but the most extraordinary of cash calls.
Moody's assigns a Speculative Grade Rating of SGL-2 for liquidity.

The principal methodology used in rating Aurora USA Oil & Gas, Inc
was the Independent Exploration and Production (E&P) Industry
Rating Methodology published in December 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada, and EMEA published in
June 2009.

Aurora is based in Perth, Australia.


AVANTAIR INC: Delays Form 10-Q for Sept. 30 Quarter
---------------------------------------------------
Avantair, Inc., seeks a five-day extension, from Nov. 14, 2012, to
Nov. 19, 2012, to file its quarterly report on Form 10-Q for the
period ended Sept. 30, 2012.  Those delays are primarily due to
Company's management's dedication of such management's time to
business matters, including efforts for a portion of the Company's
aircraft to resume flying following the voluntary stand down of
its operations in coordination with the Federal Aviation
Administration.  In addition, the compilation, dissemination and
review of the information required to be presented in the Form 10-
Q for the relevant fiscal quarter has imposed time constraints
that have rendered timely filing of the Form 10-Q impracticable
without undue hardship and expense to the Company.  It is
anticipated that the Form 10-Q will be filed no later than the
fifth calendar day following the prescribed due date.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company reported a net loss attributable to common
stockholders of $8.04 million for the year ended June 30, 2012,
compared with a net loss of attributable to common stockholders of
$13.64 million for the year ended June 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $84.22
million in total assets, $122.83 million in total liabilities,
$14.82 million in series A convertible preferred stock, and a
$53.43 million total stockholders' deficit.


BALQON CORP: Delays Q3 Form 10-Q for Accounting Analysis
--------------------------------------------------------
While preparing its quarterly report on Form 10-Q for the
quarterly period ended Sept. 30, 2012, Balqon Corporation has
determined that many of its assets needed to be reviewed for
impairment.  This additional accounting analysis has resulted in
delays in closing and reviewing the Company's financial
information for the quarterly period ended Sept. 30, 2012.  As
such, the Company is unable to file its Quarterly Report on Form
10-Q for the quarterly period ended Sept. 30, 2012, within the
prescribed time period without unreasonable effort or expense.

The Company anticipates reporting net revenues of approximately
$712,324 for the three month period ended Sept. 30, 2012, as
compared to net revenues of $834,943 for the three month period
ended Sept. 30, 2011.  The decrease in sales is attributable to a
$418,900 decrease in sales of electric vehicles during the three
month period ended Sept. 30, 2012, compared to the three month
period ended Sept. 30, 2011.

The Company anticipates reporting a negative gross profit of
approximately $226,702 for the three month period ended Sept. 30,
2012, as compared to gross profit of $105,513 for the three month
period ended Sept. 30, 2011.  The decrease in gross margin is due
to the Company selling $350,000 in batteries wholesale, at a loss,
during the third quarter of 2012.

The Company anticipates reporting a net loss of approximately
$4,191,157 for the three month period ended Sept. 30, 2012, as
compared to a net loss of $1,012,383 for the three month period
ended Sept. 30, 2011.  The significant increase in losses during
the three months ended Sept. 30, 2012, are primarily attributable
to the anticipated negative gross profit, offset by approximately
$300,000 of decreases in general and administrative expenses,
research and development costs, and depreciation expense.

                      About Balqon Corporation

Harbor City, California-based Balqon Corporation is a developer
and manufacturer of electric drive systems, charging systems and
battery systems for trucks, tractors, buses, industrial equipment
and renewable energy storage devices.  The Company also designs
and assembles electric powered yard tractors, short haul drayage
tractors and inner city trucks utilizing our proprietary drive
systems, battery systems and charging systems.

Following the Company's 2011 results, Weinberg & Company, P.A., in
Los Angeles, California, expressed substantial doubt about
Balqon's ability to continue as a going concern.  The independent
auditors noted that the Company has a shareholders' deficiency and
has experienced recurring operating losses and negative operating
cash flows since inception.

The Company reported a net loss of $7.05 million on $2.13 million
of revenues for 2011, compared with a net loss of $4.30 million on
$677,745 of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $2.15 million
in total assets, $7.41 million in total liabilities, all current,
and a $5.26 million total shareholders' deficiency.


BANKATLANTIC BANCORP: Reports $277-Mil. Net Income in 3rd Quarter
-----------------------------------------------------------------
BBX Capital Corporation, formerly known as BankAtlantic Bancorp
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of
$277.06 million on $4.23 million of total interest income for the
three months ended Sept. 30, 2012, compared with a net loss of
$11.79 million on $9.15 million of total interest income for the
same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $250.54 million on $19.85 million of total interest
income, compared with a net loss of $11.28 million on $32.16
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $488.35
million in total assets, $233.62 million in total liabilities and
$254.72 million in total stockholders' equity.

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

                        http://is.gd/gohB0C

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82 million
in 2009.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BION ENVIRONMENTAL: Carret Asset Does Not Own Common Shares
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Carret Asset Management LLC disclosed that, as of
Nov. 14, 2012, it does not beneficially owns any shares of common
stock of Bion Environmental Technologies, Inc.  A copy of the
filing is available for free at http://is.gd/mQlC5C

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$8.26 million in total assets, $9.72 million in total liabilities,
$19,900 million in Series B Redeemable Convertible Preferred
stock, and a $1.47 million total deficit.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.


BLUEGREEN CORP: Replaces Stock Merger Pact with Cash Transaction
----------------------------------------------------------------
BFC Financial Corporation and Bluegreen Corporation have
terminated their November 2011 merger agreement and entered into a
definitive agreement pursuant to which Bluegreen will be acquired
in a cash transaction.

BFC, through its wholly-owned subsidiary, Woodbridge Holdings,
currently owns approximately 54% of Bluegreen's outstanding Common
Stock.  Under the terms of the agreement, Woodbridge will acquire
the remaining approximate 46% of Bluegreen's outstanding Common
Stock for $10.00 per share in cash (approximately $150 million) in
a merger between a wholly-owned subsidiary and Bluegreen.  Once
the transaction is completed, Bluegreen will become a direct
wholly-owned subsidiary of Woodbridge.  The all-cash offer
represents a 73.6% premium above the $5.76 closing price of
Bluegreen's Common Stock on Nov. 14, 2012.

The merger agreement, which was unanimously approved by a special
committee comprised of Bluegreen's independent directors as well
as the boards of directors of both companies, is subject to
approval of Bluegreen's shareholders, Woodbridge obtaining the
financing necessary to complete the transaction and the
satisfaction of certain other customary closing conditions.
Woodbridge plans to fund the acquisition through debt or equity
financing, including by issuing up to 46% of the equity interests
in Woodbridge and utilizing Bluegreen's assets.  It is currently
anticipated that the transaction will be completed promptly after
all conditions to closing are satisfied.

BFC's Chairman and Chief Executive Officer, Alan B. Levan,
commented, "We believe this merger validates our long standing
commitment to Bluegreen, and our belief in its operating platform
and management."

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/isWtVH

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.04 billion
in total assets, $716.94 million in total liabilities, and
$325.75 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BOMBARDIER INC: S&P Withdraws 'BB' Rating on $1BB Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' issue-level
rating, and '4' recovery rating, on Bombardier Inc.'s proposed
US$1 billion of unsecured notes.  The company has decided to not
issue these notes.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate rating on Bombardier.  The outlook is stable.

"While the company's decision to not issue debt at this time will
mean a somewhat better leverage ratio, with an adjusted debt-to-
EBITDA ratio of about 6.3x compared with 7.0x for 2012, Bombardier
will not benefit from US$1 billion in additional liquidity," said
Standard & Poor's credit analyst Jatinder Mall. "We continue to
view the company's current liquidity position, with a cash balance
of US$2.1 billion, as adequate but there is less cushion if
capital expenditures were to increase due to delays in the CSeries
programs," Mr. Mall added.

"The ratings on Bombardier reflect what we view as the company's
satisfactory business risk profile and aggressive financial risk
profile. Our ratings take into consideration Bombardier's leading
market positions in the transportation and business aircraft
segments, its good cost efficiency, and increasing product range
and diversity. These positive factors are partially offset, in our
opinion, by the financing pressure Bombardier's customers face in
the aerospace and transportation divisions, significant execution
risk in the launch of its upcoming CSeries jet, increasing
leverage, and weakening cushion under the financial covenants,"
S&P said.

Bombardier is engaged in the manufacture of transport solutions
worldwide. It operates in two distinct industries: aerospace and
rail transportation. It has 69 production and engineering sites in
23 countries, and a worldwide network of service centers.

"The stable outlook reflects our expectations that Bombardier will
continue to generate strong cash flows and that credit metrics
will improve in the next two years, although the heavy capex
related to the CSeries will mean debt levels will remain flat. We
also view that the company will have sufficient liquidity between
cash on hand and positive cash generation from it rail segment to
fund heavy capex related to the CSeries programs," S&P said.

"A further downgrade is possible if lower customer advances and
additional delays in the CSeries programs lead to greater-than-
expected negative free cash generation and liquidity becomes less
than adequate as per our criteria. This could ultimately lead to
delays in any improvement to the adjusted leverage ratio from our
current expectations in the next year-and-a-half," S&P said.

"Under the current business conditions, we believe an upgrade is
unlikely in the near term. Nevertheless, when what we view as more
normal and stable market conditions return and the company
successfully launches the CSeries, we could consider revising the
outlook to positive or raising the rating on Bombardier if in turn
the company improves its financial measures, with adjusted debt to
EBITDA falling below 4x or adjusted FFO to debt reaching 20% on a
sustained basis," S&P said.


BON-TON STORES: Incurs $10.1 Million Net Loss in Fiscal Q3
----------------------------------------------------------
The Bon-Ton Stores, Inc., reported a net loss of $10.14 million on
$668.73 million of net sales for the 13 weeks ended Oct. 27, 2012,
compared with a net loss of $22.03 million on $656.07 million of
net sales for the 13 weeks ended Oct. 29, 2011.

For the 39 weeks ended Oct. 27, 2012, the Company reported a net
loss of $95.96 million on $1.90 billion of net sales, compared
with a net loss of $90.32 million on $1.90 billion of net sales
for the 39 weeks ended Oct. 29, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $1.84 billion
in total assets, $1.80 billion in total liabilities and $40.32
million in total shareholders' equity.

Brendan Hoffman, president and chief executive officer, commented,
"We believe that our third quarter results reflect progress made
as a result of initiatives we have been implementing throughout
the year, including a better-balanced merchandise assortment,
refined marketing efforts, our 'Customer First' shopping
experience, and expense management.  We were excited to see
customers respond favorably to the new fall receipts and to our
multi-channel methods of communication which created excitement
and traffic in stores and online.  This all led to 36% Adjusted
EBITDA growth for the quarter as compared with the prior year
third quarter."

Mr. Hoffman continued, "We are looking forward to the holiday
shopping season as we believe that we are well-positioned for
continued momentum in the fourth quarter with strong merchandising
and marketing initiatives in place."

A copy of the press release is available for free at:

                        http://is.gd/bpFjsa

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company reported a net loss of $85.81 million on $1.23 billion
of net sales for the 26 weeks ended July 28, 2012, compared with a
net loss of $68.28 million on $1.24 billion of net sales for the
26 weeks ended July 30, 2011.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BOSTON BIOMEDICAL: Moody's Cuts Rating on 1999 Bonds to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded Boston Biomedical
Research Institute's (BBRI or Institute) rating on the Series 1999
bonds to Caa1 from Ba3 following the notice of plans to wind down
operations during FY 2013. The rating action impacts $12.9 million
of rated debt. The bonds were issued through the Massachusetts
Development Finance Agency. The rating remains under review for
downgrade. Moody's expects to conclude its review of the rating in
the next few months. Moody's review will focus on the Institute's
plans to wind down operations during FY 2013 and the availability
of funds to pay bondholders.

Summary Ratings Rationale

The downgrade to Caa1 rating reflects the institute's unusual
decision to wind down its operations and sell its research
facility, as well as further weakening of BBRI's financial
performance in FY 2012, and a significant decline in unrestricted
investments. The rating also incorporates uncertainty about
recovery on the bonds, given the pending cessation of operations
and a possible bankruptcy, although the possibility of a full
recovery exists depending on the value of asset sales and other
variables. The rating remains under review for downgrade.

Challenges

* Weakened competitive position of the Institute to attract
   sufficient research grants in light of federal funding
   constraints and board's decision to wind down operations of
   the institute during FY 2013, will result in no revenue
   generation, beyond the existing grants and contacts, and
   significant expenses to dissolve the organization.

* Multiple years of operating deficits eroded the financial
   resources of the organization. Based on draft FY 2012
   financials, BBRI generated a Moody's adjusted 22.8% operating
   deficit, and cash and investments declined to $10.3 million
   compared to $12.9 million of debt.

* Heavy dependence on grants and contracts (85.4% of operating
   revenue in FY 2011), with federal funding representing the
   bulk of (91%)research funding. With the current slowdown in
   federal research funding and an increasingly competitive
   environment for securing federal grants, BBRI was unable to
   grow or stabilize its grant revenue in recent years.

* Small scale of operations ($10.1 million revenue base in FY
   2012) and limited fundraising support ($292,000 of annual gift
   revenue in FY 2012).

* Breach of the debt service coverage covenant contained within
   the Loan and Trust Agreement. In FY 2008, 2009, and 2010 BBRI
   did not meet the debt service coverage covenant (FY 2009:
   negative 260% and FY 2010: 74% as compared to 110% required).
   Based on unaudited FY 2012 financials, BBRI did not meet this
   covenant and has hired a financial consultant, as per the
   Agreement. The Institute has met the liquidity ratio covenant
   within the Loan and Trust Agreement (FY 2009: 70.5% FY 2010:
   69.2%, FY 2011:132% and FY 2012: 57.1% as compared to 50%
  required).

Strengths

* Debt service reserve fund, remaining unrestricted cash and
   investments, first mortgage on the research facility, security
   interest in gross receipts provide notable bondholder
   security. If the debt is accelerated, however, the institute
   does not have enough unrestricted cash and investments to pay
   off its debt (based on draft FY 2012 financials) and will have
   to realize proceeds from the sale of mortgaged property to pay
   off bondholders. Management is in the process of selling its
   research lab facility located in Watertown, MA.

* No other secured creditors, except for Series 1999
   bondholders.

* Liquid financial resource base (75% of financial resources are
   expendable) with monthly liquidity of $8.8 million (FY 2011)
   covered expenses for 259 days.

What Could Make The Rating Go UP

Sale of the research facility for an amount in excess of the
amount of debt outstanding

What Could Make The Rating Go DOWN

The rating could be downgraded should there be a delay in the
planned asset sale or the amount is insufficient, combined with
cash, to repay bondholders; deterioration of balance sheet which
would reduce the likelihood of recovery

Rating Methodology

The Rating was assigned by evaluating factors believed to be
relevant to the credit profile of Boston Biomedical Research
Institute, such as i) the business risk and competitive position
of the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and viii) and the issuer's management and
governance structure related to payment. These attributes were
compared against other issuers both within and outside of the
Institute's core peer group and the rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.


BROADWAY FINANCIAL: Incurs $613,000 Net Loss in Third Quarter
-------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $613,000 on $4.72 million of total interest income for
the three months ended Sept. 30, 2012, compared with a net loss of
$7.53 million on $6.24 million of total interest income for the
same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
earnings of $1.23 million on $15.40 million of total interest
income, compared with a net loss of $9.38 million on $19.29
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $384.28
million in total assets, $365.24 million in total liabilities and
$19.04 million in total shareholders' equity.

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

                        http://is.gd/wuUeZx

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender.

"Due to the regulatory cease and desist order that is in effect,
the Bank is not allowed to make distributions to the Company
without regulatory approval, and that approval is not likely to be
given.  Accordingly, the Company will not be able to meet its
payment obligations within the foreseeable future unless the
Company is able to secure new capital.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

                        Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CAESARS ENTERTAINMENT: Taps D. Colvin as Chief Financial Officer
----------------------------------------------------------------
Caesars Entertainment Corporation announced that Donald Colvin
will join the company as Executive Vice President and Chief
Financial Officer, subject to required regulatory approvals.  In
this role, Colvin will be responsible for Caesars' finance
functions and report to Gary Loveman, Chairman, President and
Chief Executive Officer.

"Donald brings to Caesars more than two decades of financial
leadership experience and a track record in driving financial
strategy, managing complex balance sheets, executing and
integrating acquisitions, and increasing shareholder value,"
Loveman said.  "His experience will be a valuable addition to
Caesars Entertainment, as we execute our strategy to expand our
distribution network and further improve our capital structure."

Colvin served as Executive Vice President and CFO of ON
Semiconductor Corp. from April 2003 to October 2012.  Prior to
joining ON Semiconductor, he held a number of financial leadership
positions throughout his career, including Vice President of
Finance and CFO of Atmel Corporation, CFO of European Silicon
Structures and several financial roles at Motorola Inc.

"Caesars has a strong operating business and ambitious growth
plans," Colvin said.  "I look forward to working with Gary, the
senior management team and my new colleagues to drive the
company's future growth and success."

Colvin is a director and chairman of the audit committee of Isola
Group and was previously a director of Applied Micro Circuits
Corp.  He earned a bachelor's degree in economics and an MBA from
the University of Strathclyde in Scotland.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $28.34
billion in total assets, $28.22 billion in total liabilities and
$114.7 million in total Caesars stockholders' equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital.  The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.

In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. and wholly owned subsidiary Caesars
Entertainment Operating Co. Inc. to negative from stable.  "We
affirmed all other ratings on the companies, including our 'B-'
corporate credit rating," S&P said.

As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
CEC's long-term issuer default rating at 'CCC'.


CALYPTE BIOMEDICAL: Delays Q3 Form 10-Q for Review Problems
-----------------------------------------------------------
Calypte Biomedical Corporation was unable to file its quarterly
report on Form 10-Q for the quarter ended Sept. 30, 2012, on a
timely basis due to difficulties in scheduling a Board meeting for
review of the Company's financial statements for the quarter.
These difficulties relate to the small size of the Company's Board
and the number of time zones spanned by the necessary participants
at such a meeting, which limits the times during which a
telephonic meeting can be scheduled.

As of this time, the Company expects to file its Form 10-Q on or
about Nov. 30, 2012.

                      About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.95
million in total assets, $6.43 million in total liabilities, and a
$4.48 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CDII TRADING: CD Int'l Has Approval for Sale and Settlement
-----------------------------------------------------------
CD International Enterprises, Inc., a U.S. based company that
produces, sources, and distributes industrial commodities in China
and the Americas and provides business and financial corporate
consulting services, today provided a business update for its
international commodities distribution business.

CD International and its affiliated companies received bankruptcy
court approval for the disposition of CDII Trading's assets and
settlement of claims on Sept. 24, 2012.  Upon receiving this
approval CD International resumed its international commodities
distribution business through its CDII Minerals subsidiary. CDII
Minerals has spent the weeks following the settlement
reestablishing relationships with suppliers and key industry
contacts to resume its Latin American commodities operations which
were essentially idled during the court proceedings.  CDII
Minerals recent efforts have resulted in the sale of approximately
11,000 tons of iron ore locally in Mexico to a China based steel
mill operating in Manzanillo, Mexico.  Additionally, CDII Minerals
has worked to resume production in Bolivia to set the stage for
shipments to potentially begin out of this area in the coming
months.  CD International has brought in engineers from China to
help CDII Minerals increase the quantity and quality of production
out of Latin America as it seeks to expand its Bolivian
operations.

Commenting on the announcement, Dr. James Wang, Chairman and CEO
of CD International, stated, "We are pleased to resume the
operation of our commodities business in Latin America.  By
completing the sale of our inventory in Mexico and positioning
CDII Minerals to market our current and future inventories in
Bolivia and Chile to further enhance our liquidity, we expect to
have greater financial flexibility to build this business in the
coming years."

                        About CDII Trading

CDI International's wholly-owned subsidiary, CDII Trading, filed a
voluntary petition (Bankr. S.D. Fla. Case No. 12-15810) on March
9, 2012,

CD International Enterprises, Inc. -- http://www.cdii.net/-- is a
U.S. based company that produces, sources, and distributes
industrial commodities in China and the Americas and provides
business and financial corporate consulting services.
Headquartered in Deerfield Beach, Florida with corporate offices
in Shanghai, CD International's unique infrastructure provides a
platform to expand business opportunities globally while
effectively and efficiently accessing the U.S. capital markets.


CENTERPLATE INC: Moody's Says NHL Lockout Credit Negative
---------------------------------------------------------
Moody's Investors Service said that National Hockey League game
cancellations in October and November due to the NHL lockout are a
credit negative, but do not affect the ratings or outlook of
Centerplate, Inc. (B3, Stable).

Centerplate, Inc. provides concession services, including catering
and novelty merchandise items at stadiums, sports arenas,
convention centers and other entertainment facilities at various
locations in the US and Canada.  The company reported revenues of
approximately $850 million for the twelve months ended October 2,
2012. Centerplate is controlled by private equity firm Olympus
Partners following its leveraged buyout in October 2012.


CONQUEST SANTA FE: Seeks to Use Cash Collateral
-----------------------------------------------
At the onset of its bankruptcy case, Conquest Santa Fe, L.L.C.,
has sought Court permission to use cash tied to pre-bankruptcy
loans to allow the Debtor to operate its ongoing business and
reorganize.

LPP Mortgage, Ltd., is the successor in interest to the loans.
The original lender for the loan was Charter Bank of Santa Fe.  In
January 2010, the Original Lender was closed by the Office of
Thrift Supervision, and the Federal Deposit Insurance Corporation
was named Receiver.  The FDIC, as Receiver, assigned the loan to
Charter Bank of Albuquerque, NM, a subsidiary of Beal Financial
Corp., effective Jan. 22, 2010.  Effective Oct. 14, 2011, New
Charter was merged with and into Beal Bank, SSB, with Beal Bank as
the surviving entity.  Beal Bank, as successor-by-merger to New
Charter, then assigned the loan to Beal Nevada Corp., which then
assigned the loan to LPP Mortgage.

The Original Lender extended the loan in 2008 to finance the
Debtor's construction of a 92-room Hyatt Place Hotel on Cerrillos
Road, Santa Fe, New Mexico.  The Loan Commitment was for a one-
year construction loan in the amount of $9.6 million.  Thereafter,
the Loan Commitment provided that the construction loan would be
converted into a 20-year fixed term loan in the amount of $7.6
million.  The Loan Commitment included an approved 20-year
debenture from the SBA, in the amount of $2 million to provide
permanent financing for the full construction amount.

The construction loan had an original maturity date of Oct. 10,
2009, which was later extended to April 10, 2010.  The
construction loan had an interest rate equal to the prime rate
plus 1%.  The Loan required monthly interest-only payments, with a
lump sum payment of all principal and remaining interest due at
maturity.  The construction loan authorized the lender to place
$480,758 of the principal amount in an interest reserve, to cover
the interest payable.

In addition, the Loan Commitment included a line of credit note in
the amount of $712,502.  The line of credit note had an original
maturity of Jan. 10, 2011.  The line of credit was for site
improvements and had a variable rate of interest equal to the
prime rate plus one percent.  The line of credit note was a demand
note.  However, if no demand was made, the borrower was to pay the
loan in one payment of all outstanding principal plus accrued
interest on maturity.

On Oct. 18, 2010, New Charter sent a demand letter to the Debtor
indicating that the Loan was in default and had an outstanding
principal amount due and owing of $6,864,487.  According to the
Debtor, the letter incorrectly stated that interest was accruing
at the rate of 18%, despite the fact that the Oct. 18 letter was
the first occasion that a default notice had been sent. Based on
the prior breach and the failure to fund by New Charter, the
Debtor disputes that it committed any default and further disputes
that default interest is chargeable pursuant to the Loan
Documents. Without justification, the Debtor said New Charter
demanded payment of default interest back to March 2010 (a time
before the loan had matured, and when New Charter was refusing to
communicate or process any draw requests).

The Debtor said that a Dec. 31, 2010 statement from CLMG Corp.
later showed total interest for 2010 of $10,740.68 and an
outstanding principal of $6,864,487 at year end, with total
interest of $46,885 having been paid from the escrow impound.
Additionally, a May 2011 audit letter from CLMG showed, as of Dec.
2010, a balance of $6,864,487.

In total, the Debtor said, the hotel project that the Loan was to
fund was approved for financing at a level of $9.35 million, even
after deductive amendments to the Loan Documents.  However, that
amount was never funded under the Loan.  Instead, New Charter,
through its agents, in breach of the Loan Documents, refused to
meaningfully communicate with the Debtor from the effective date
of the Charter Purchase Agreement whereby New Charter took control
of the Original Lender until after the date of maturity on the
Loan.  New Charter created the default by failing to comply with
the Loan Documents and the established course of dealing that the
Debtor had with the Original Lender.  The Debtor alleges New
Charter engaged in such conduct in a bad faith effort to create a
default that it could use as a pretext to deny further financing
under the Loan and deny permanent financing promised in the
Commitment.  The permanent financing promised in the Loan
Commitment was absolutely material to the Debtor's decision to
borrow such funds.

In its request to use cash collateral, the Debtor propose to
provide adequate protection by granting LPP Mortgage replacement
liens on similar collateral generated postpetition by the Debtor's
use of cash proceeds, in the same nature, extent, and priority as
LPP is determined to have a security interest prepetition.

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., preside over the case.  The petition was signed
by Morris Eigen, member.


CYPRESS OF TAMPA: Files for Chapter 11 in Tampa
-----------------------------------------------
The Cypress of Tampa LLC filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 12-17518) in Tampa on Nov. 20.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of $10 million to
$50 million.

The Debtor on the Petition Date filed a motion to use cash
collateral and an application to employ Jennis & Bowen, P.L., as
counsel.

The Debtor also seeks joint administration with the bankruptcy
case of The Cypress of Tampa II, LLC (Case No. 12-17520).

The Chapter 11 plan and explanatory disclosure statement are due
March 20, 2013.


D.C. DEVELOPMENT: Court OKs Rial & Assoc. as Lending Consultant
---------------------------------------------------------------
Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, sought and obtained
approval from the U.S. Bankruptcy Court to employ R. Hugh Rial of
Rial & Associates LLC as banking and commercial lending
consultant.

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

The firm will:

  (a) review and analyze loan documents, correspondence and files;

  (b) evaluate the banking practices, procedures and conduct
      employed by Branch Banking and Trust Company  concerning the
      loans; and

  (c) provide an opinion with respect to lender liability issues
      that may be present with respect to the BBT loans.

The firm will be compensated by the Debtors for its services
actually rendered on an hourly basis.  Mr. Rial's current hourly
rate is $425; however, he has agreed to provide his services at an
hourly rate of $390 for this engagement.  Mr. Rial's hourly rate
for travel time is $125.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


D.C. DEVELOPMENT: Court OKs Foley & Lardner as Tax Counsel
----------------------------------------------------------
D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC sought and obtained
approval from the U.S. Bankruptcy Court to employ Foley & Lardner
LLP as special tax and corporate counsel effective as of Aug. 23,
2012.

The Debtor said it is necessary to employ Foley as special tax and
corporate counsel to render professional services in the case,
including, without limitation, advising the Debtors concerning tax
and corporate implications of the restructuring and/or sale of the
Debtors' estates and/or assets.

Albert P. Silva, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The current hourly rates charged by Foley for its professionals
who will be engaged in the matter are:

           Professional                  Rates
           ------------                  -----
           Partners                   $445 to $475
           Associates                 $270 to $290
           Paraprofessionals           $60 to $290

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


D.C. DEVELOPMENT: First United Opposes Exclusivity Extension
------------------------------------------------------------
First United Bank and Trust filed an opposition to D.C.
Development, LLC, and its affiliates' motion for a fourth
extension of exclusive periods to file a plan of reorganization
and obtain acceptances thereto by 60 days.

First United points out the Debtors said they merely seek
additional time to implement a plan and process which as a
practical matter could only serve "out of the money" insider
interests, while potentially disenfranchising creditor's paramount
rights and interests.

According to First United, there is no categorical reason why
other parties-in-interest, including FUB as a principal secured
creditor, should not be permitted to file their own Chapter 11
plan if they so choose.  First United says the competition
engendered by the potential for competing plans will serve to
level the playing field.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DRIVETIME AUTOMOTIVE: S&P Says B Rating on $200MM Notes Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'B' issuer credit
ratings on DriveTime Automotive Group Inc. and DT Acceptance Corp.
from CreditWatch with developing implications. "At the same time,
we affirmed the ratings. The outlook is stable. We also removed
our 'B' rating on DriveTime's $200 million senior secured notes
from CreditWatch developing," S&P said.

"DriveTime has announced that it terminated its agreement to sell
itself in separate transactions because of unsatisfied conditions
related to the closing of the transactions," said Standard &
Poor's credit analyst Kevin Cole. "In connection with the
termination, the acquiring group has terminated its offer to
purchase DriveTime's outstanding senior secured notes, and all
notes tendered will be returned to their previous holders," S&P
said.

"In September 2012, DriveTime agreed to sell its finance
receivable portfolio to Santander Consumer USA Inc. (SCUSA). In
addition, a new entity owned by third-party investors would
acquire all of the outstanding stock of DriveTime, thereby
acquiring all of DriveTime's used-vehicle dealerships and other
facilities. DriveTime did not specify which closing conditions
were not satisfied, and the company did not indicate whether it is
still seeking to sell itself to another group of potential buyers.
We believe the company may seek another sale in the future.
However, we have no indication at this time as to whether
DriveTime is still contemplating a sale, or whether the structure
of any potential sale would have positive or negative rating
implications," S&P said.

"The stable outlook is based on our view that DriveTime's asset
quality and profitability have stabilized and that the firm will
maintain conservative capital levels and regular access to the ABS
market on a cost-competitive basis," said Mr. Cole.


EDIETS.COM INC: Delays Third Quarter Form 10-Q for Review
---------------------------------------------------------
eDiets.com, Inc.'s independent registered public accounting firm
was unable to complete its review of the Company's financial
statements to be contained in its quarterly report on Form 10-Q
for the period ended Sept. 30, 2012, on or prior to the prescribed
filing date of Nov. 14, 2012.  As a result, the Company was not
able to finalize its Quarterly Report on Form 10-Q within the
prescribed time period.

                            About eDiets

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

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                         Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."


ECO BUILDING: Delays Form 10-Q for Sept. 30 Quarter
---------------------------------------------------
Eco Building Products, Inc.'s quarterly report could not be filed
within the prescribed time period due to the Company requiring
additional time to prepare and review the quarterly report for the
period ended Sept. 30, 2012.  That delay could not be eliminated
by the Company without unreasonable effort and expense.  In
accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Form 10-Q no later than five
calendar days following the prescribed due date.

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

The Company reported a net loss of $11.2 million on $3.7 million
of revenue in fiscal 2012, compared with a net loss of
$6.0 million on $1.3 million of revenue in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $5.0 million
in total assets, $7.6 million in total liabilities, and a
stockholders' deficit of $2.6 million.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.


EDISON MISSION: Misses Interest Payment, May File for Bankruptcy
----------------------------------------------------------------
Edison Mission Energy said it will likely seek for protection
under Chapter 11 of the U.S. Bankruptcy Code if it fails to pay
indebtedness under its unsecured bonds maturing in 2017, 2019 and
2027.

On Nov. 15, 2012, $97 million of interest payments were due on
unsecured EME bonds maturing.  EME elected not to make the
November 15 interest payments at this time.

EME's unsecured bonds generally provide for a 30-day grace period
for interest payments before an event of default will be deemed to
have occurred.  If the interest payments are not made prior to the
expiration of the grace period on Dec. 17, 2012, then generally
either the Trustee or the holders of not less than 25% in
aggregate principal amount of the bonds may declare the entire
principal amount of the bonds and the interest accrued thereon to
be due and payable immediately.

EME and its parent, Edison International, continue to engage in
discussions with the bondholders' financial and legal advisors
regarding potential restructuring transactions of EME.

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company reported a $360 million net loss for the first nine
months of 2012 on operating revenue of $1.01 billion.  It had a
net loss of $1.07 billion in 2011, compared with net income of
$163 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

                        Bankruptcy Warning

At June 30, 2012, EME, and its subsidiaries without contractual
dividend restrictions, had corporate cash and cash equivalents of
$879 million, which includes Midwest Generation's cash and cash
equivalents of $177 million.  EME and Midwest Generation's
previous revolving credit agreements have been terminated or
expired and no longer are sources of liquidity.  At June 30, 2012,
EME had $3.7 billion of unsecured notes outstanding, $500 million
of which mature in June 2013.

EME is currently experiencing operating losses due to lower
realized energy and capacity prices, higher fuel costs and lower
generation at the Midwest Generation plants.  Forward market
prices indicate that these trends are expected to continue for a
number of years.  As a result, EME expects that it will incur
further reductions in cash flow and losses in the current year and
in subsequent years.  A continuation of these adverse trends
coupled with pending debt maturities and the need to retrofit its
Midwest Generation plants to comply with governmental regulations
will exhaust EME's liquidity.  Consequently, EME will need to
consider all options available to it, including potential sales of
assets, restructuring, reorganization of its capital structure, or
conservation of cash that would be otherwise applied to the
payment of obligations.  EME has entered into non-disclosure and
engagement agreements with advisors representing certain of its
unsecured bondholders for the purpose of engaging in discussions
with those advisors and Edison International regarding EME's
financial condition.  Absent a restructuring of its obligations,
based on current projections, EME is not expected to have
sufficient liquidity to repay the $500 million debt obligation due
in June 2013.  As a result, EME may need to file for protection
under Chapter 11 of the U.S. Bankruptcy Code.

                           *     *     *
In August 2012, Moody's Investors Service downgraded the long-term
ratings of Edison Mission Energy and its subsidiary, Midwest
Generation Company, LLC (MWG), including EME's senior unsecured
notes to Ca from Caa3 and EME's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to Ca from Caa2.  The rating
outlook for EME and MWG is negative.

"The rating action reflects the high probability of a default over
the next several months as the capital structure appears likely to
be restructured in light of expected weak cash flow, environmental
capital requirements, and upcoming debt maturities," said A.J.
Sabatelle, Senior Vice President at Moody's. "The rating action
recognizes comments by EME's management in its recent SEC
quarterly filings concerning the increased default prospects for
EME and its subsidiary MWG, and factors in Moody's recovery
prospects for security holders at EME and MWG in a default
scenario," added Sabatelle.


EDISON MISSION: Fitch Cuts Longterm Issuer Default Rating to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded Edison Mission Energy (EME) and
Midwest Generation LLC's (MWG) Long-term Issuer Default (IDR)
ratings to 'C' from 'CC'.  Fitch has also affirmed EME's senior
unsecured debt and recovery ratings at 'C' and RR5, respectively.
Fitch notes that MWG's secured working capital facility expired in
June 2012.  Approximately $3.7 billion of long-term, senior
unsecured debt is affected by the rating action.

The ratings of Edison International (EIX) and Southern California
Edison (SCE) are not affected by the rating action.  EIX has
managed EME on a stand-alone basis.  Fitch does not expect any
direct financial exposure to result from the anticipated EME
bankruptcy.  Similarly, SCE operations are separate from EIX and
EME consistent with prevailing California Public Utilities
Commission regulations.

Fitch considers 'C' category credits to possess exceptionally high
levels of credit risk.  The 'C' category also indicates default is
imminent or inevitable, or the issuer is in standstill.

Conditions indicative of a 'C' category rating include:

  -- That the issuer has entered into a grace or cure period
     following non-payment of a material financial obligation;

  -- The issuer has entered into a temporary negotiated waiver or
     standstill agreement following a payment default on a
     material financial obligation; or

  -- Fitch Ratings otherwise believes a condition of 'RD'
     (Restricted Default) or 'D' (Default) to be imminent or
     inevitable, including through the formal announcement of a
     distressed debt exchange.

On Nov. 15, 2012, EME filed Form 8-K with the Securities and
Exchange Commission indicating that the company elected not to
make interest payments totaling $97 million on senior unsecured
debt scheduled to mature in 2017, 2019 and 2027.  EME bond
documents provide a 30-day grace period, which expires on Dec. 17,
2012.  If the interest payment is not made prior to the end of the
grace period on December 17th, the company is likely to file for
Chapter 11 protection under the U.S. Bankruptcy Code.

An EME bankruptcy would be an event of default under Midwest
Generation, LLC's Powerton-Joliet lease.

'C' is the lowest rating assigned to debt instruments in Fitch's
rating scale.  The 'RR5' Recovery Rating is based on a recovery
level of approximately 11% to 30% of principal claims by senior
unsecured creditors.


ELPIDA MEMORY: U.S. Court to Decide on Sale to Micron Technology
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an ad hoc bondholder group won a victory over Japan's
Elpida Memory Inc. on the issue of whether the U.S. Bankruptcy
Court has any meaningful role to pay in the sale of company assets
located in the U.S.  Elpida took the position that the bankruptcy
judge in Delaware is "obliged" to approve the sale of the
principal assets to Micron Technology Inc. because the Japanese
court already has done so.  U.S. Bankruptcy Judge Christopher
Sontchi disagreed in a 21-page opinion filed Nov. 16.

According to the report, on the sale of property in the U.S. owned
by a company principally in bankruptcy abroad, Judge Sontchi
concluded that the "plain language" of Chapter 15 of U.S.
bankruptcy law requires him to impose the same standard for
approval that would be applicable to a company principally in
bankruptcy in the U.S.

Consequently, Judge Sontchi, the report relates, said he must
decide if technology sales meet the so-called business judgment
test.  Judge Sontchi said Elpida wanted him "to defer completely
to the Tokyo court."  To do so, he said, "would gut Section 1520"
of Chapter 15, the provision governing sales of a foreign-based
company's property located in the U.S.

The report discloses that Judge Sontchi will hold a hearing on
Dec. 4-5 to decide if the sale standard has been satisfied in the
Micron transaction.  Judge Sontchi also will decide in the
December hearing whether to approve the sale of certain patents to
Rambus Inc.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

In April 2012, Bankruptcy Judge Christopher Sontchi recognized
Japan as home to the so-called foreign main proceeding.  The
finding automatically halted creditor actions in the U.S. and
affords Sontchi the ability to assist the court in Tokyo.

At the end of October, the court in Japan approved Micron as the
buyer for most Elpida assets and sent the reorganization
plan to creditors for a vote.  Some U.S. bondholders have been
arguing that the proposed sale to Boise, Idaho-based Micron for an
estimated $1.8 billion at present value is for substantially less
than Elpida's liquidation value.


ENERGY EDGE: Delays Third Quarter Form 10-Q for Review
------------------------------------------------------
Energy Edge Technologies Corporation informed the U.S. Securities
and Exchange Commission it will be late in filing its quarterly
report on Form 10-Q for the period ended Sept. 30, 2012.  The
review of the financial statements has not yet been completed.

Bridgewater, New Jersey-based Energy Edge Technologies Corporation
provides energy engineering and services specializing in the
development and implementation of advanced, turnkey projects to
reduce energy losses and increase the efficiency of new and
existing buildings.

Revenues come primarily from engineering survey work and turnkey
energy projects where the Company takes responsibility for
equipment procurement, installation labor, utility rebates, tax
incentives, pre and post survey work, waste removal,
certifications, and ongoing measurement and verification of
results.

The Company's balance sheet at June 30, 2012, showed $1.0 million
in total assets, $1.2 million in total liabilities, and a
stockholders' deficit of $200,862.

The Company has limited working capital, and has suffered a
significant loss from operations.  "These factors create
substantial doubt about the Company's ability to continue as a
going concern."


FIRST FINANCIAL: Cancels Agreement to Sell Louisville Branches
--------------------------------------------------------------
First Financial Service Corporation, parent of First Federal
Savings Bank of Elizabethtown, announced that First Security Bank
of Owensboro, Inc., has terminated the Branch Purchase Agreement
with First Federal.  The Agreement provided for the sale of First
Federal's four retail banking offices in Louisville, Kentucky to
First Security.

First Security exercised its right to terminate the Agreement
because it became reasonably apparent that the Agreement's
financing condition would not be satisfied by Nov. 14, 2012.  The
financing condition provided that First Security's parent bank
holding company had to raise and contribute to First Security the
capital necessary to satisfy any capital injection requirement
needed for governmental approval of the sale.

"Our ongoing efforts to evaluate all available strategic options
to meet required regulatory capital levels will continue despite
the termination of the agreement to sell our Louisville branches,"
stated Gregory S. Schreacke, President of First Financial Service
Corporation."  We will continue to provide full customer service
to all of our Louisville customers."

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

As reported in the TCR on April 9, 2012, Crowe Horwath LLP, in
Louisville, Ky., audited the Company's financial statements for
2011.  The independent auditors said that the Company has recently
incurred substantial losses, largely as a result of elevated
provisions for loan losses and other credit related costs.  "In
addition, both the Company and its bank subsidiary, First Federal
Savings Bank, are under regulatory enforcement orders issued by
their primary regulators.  First Federal Savings Bank is not in
compliance with its regulatory enforcement order which requires,
among other things, increased minimum regulatory capital ratios.
First Federal Savings Bank's continued non-compliance with its
regulatory enforcement order may result in additional adverse
regulatory action."

The Company's balance sheet at June 30, 2012, showed
$1.192 billion in total assets, $1.143 billion in total
liabilities, and stockholders' equity of $48.5 million.

In its 2012 Consent Order with the FDIC and KDFI, the Bank agreed
to achieve and maintain a Tier 1 capital ratio of 9.0% and a total
risk-based capital ratio of 12.0% by June 30, 2012.  "At June 30,
2012, we were not in compliance with the Tier 1 and total risk-
based capital requirements.  We notified the bank regulatory
agencies that the increased capital levels would not be achieved
and anticipate that the FDIC and KDFI will reevaluate our progress
toward achieving the higher capital ratios at Sept. 30, 2012."


FIRST PLACE: Treasury Department Wants to Slow Down Sale
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Attorney in Delaware told the bankruptcy
court on behalf of the Treasury Department that First Place
Financial Corp. should slow down the sale of its 41-branch First
Place Bank.

According to the report, the bank holding company filed for
Chapter 11 protection on Oct. 29 intending within 45 days to sell
the bank subsidiary for $45 million to Talmer Bancorp Inc. from
Troy, Michigan, absent a better bid at auction.  There will be a
hearing on Nov. 26 for approval of bidding procedures.

The report relates that Treasury says it holds preferred stock in
return for injecting cash into the bank during the financial
crisis.  Unless the sale goes for more than $45 million, Treasury
says it will receive nothing from the bankruptcy.  Treasury wants
the sale slowed by 90 days.  Within that time, First Place may
determine that net tax loss carry forwards exceed the currently
estimated $39 million, thus increasing the company's value.

The 11% breakup fee for Talmer is too large, according to
Treasury.

The report adds the official committee representing holders of
trust preferred securities also is objecting to sale procedures.
The nature of the objection is unknown because it's filed under
seal.

Talmer has 45 branches of its own. Along with the purchase, it
will provide the First Place bank with $200 million in capital to
meet regulatory requirements.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  First Place disclosed
assets of $175.3 million and liabilities totaling $64.5 million.
Debt includes $64.3 million on three issues of junior subordinated
notes held by trusts affiliated with First Place.  The First Place
bank subsidiary isn't in bankruptcy.  Assets include $7.5 million
cash mostly held at the bank.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc. --
http://www.donlinrecano.com-- is the claims and notice agent.


FIRST SECURITY: Incurs $9.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
First Security Group, Inc., announced results for the three and
nine months ending Sept. 30, 2012.  For the three and nine months
ended Sept. 30, 2012, the Company reported a $9.4 million and
$23.5 million loss allocated to common shareholders, respectively,
for a net loss per share (basic and dilutive) of $5.79 and $14.54
per share.

"During the third quarter, we aggressively disposed of nearly 25%
of our non-performing assets, which was a significant driver of
the loss in the third quarter," said Michael Kramer, president and
chief executive officer of First Security.

Loans declined by $14.2 million, or 2.4% (9.6% annualized), from
June 30, 2012 to Sept. 30, 2012, and $7.3 million, or 1.2% (1.7%
annualized) from Dec. 31, 2011, to Sept. 30, 2012, primarily as a
result of disposition efforts on non-performing loans.

"Since the beginning of the year, we have focused on a dual path
of balance sheet cleansing and growth," continued Kramer.  "While
we are not finished, we are pleased with our progress to date.
Annualized growth in pass-rated loans of eight percent is a
positive sign of the economic stability within our markets, but
the decline of over 40% in impaired loans since year-end
demonstrates the focus of our management team to exit
nonperforming loans on an aggressive timeline."

A copy of the press release is available for free at:

                        http://is.gd/PtteoQ

                          Delays Form 10-Q

The Company is in the process of preparing its consolidated
financial statements as of Sept. 30, 2012, and for the three and
nine months then ended.  The process of compiling and
disseminating the information required to be included in its Form
10-Q quarterly report was not completed by Nov. 14, 2012.  The
Company undertakes the responsibility to file that quarterly
report no later than five calendar days after its original due
date.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

First Security's balance sheet at June 30, 2012, showed
$1.11 billion in total assets, $1.05 billion in total liabilities
and $53.99 million in total stockholders' equity.


FOREVERGREEN WORLDWIDE: Delays Form 10-Q for Sept. 30 Quarter
-------------------------------------------------------------
ForeverGreen Worldwide Corp. was unable, without unreasonable
effort and expense, to file the Form 10-Q for the period ended
Sept. 30, 2012, within the prescribed time period due to its
difficulty in obtaining and completing the financial and other
information required for that report.

                   About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.

Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about ForeverGreen's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered accumulated net losses of $34,573,495 and has
had negative cash flows from operating activities during the year
ended Dec. 31, 2011. of $909,844.

The Company's balance sheet at June 30, 2012, showed $2.1 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $3.7 million.

"The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern.  The Company has incurred operating
losses during the six months ended June 30, 2012, of $165,663 and
has an accumulated net loss totaling $34,739,158.  The ability of
the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until
it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations."


FTLL ROBOVAULT: BBX Unit Wants Trustee Named or Case Converted
--------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Florida Asset Resolution Group, subsidiary of BBX Capital and the
primary lender in the RoboVault bankruptcy, seeks immediate
appointment of a trustee to oversee RoboVault, or conversion of
the case to Chapter 7 liquidation.

According to the report, the lender said in a motion filed
Nov. 16, 2012, that RoboVault "has exhibited complete incompetence
and gross mismanagement."  The report notes the BBX subsidiary is
represented by Michael Budwick of Miami-based law firm Meland
Russin & Budwick.

The report relates Mr. Budwick said he sent e-mails Nov. 15 to
RoboVault's attorney, Larry Wrenn, Esq., asking why Mr. Wrenn
hadn't filed details of the company's finances.  In particular,
Mr. Budwick wanted to know what the company was doing with income
it was generating while in bankruptcy.

The report notes Mr. Wrenn replied that he would get the
information back to Mr. Budwick by the end of the day.  However,
according to Mr. Budwick's motion, Mr. Wrenn wrote back later,
"Once the dentist finishes my root canal I will address your
questions.  Presently the pain medication is confusing my thoughts
and ability to properly respond."

The report adds developer Marvin Chaney filed the bankruptcy
petitions for RoboVault and Off Broward Storage in downtown Fort
Lauderdale on the same day.  Both projects got financing from
BankAtlantic or its subsidiaries and successors, including BBX and
FARG.  In March, the bank foreclosed on the Off Broward property.

The report says bankruptcy documents show Robo-Vault has assets of
$18.6 million and debt of $21.6 million.  The bankruptcy petition
lists the BankAtlantic loan as $22 million, with $20 million
outstanding.  Bankruptcy court documents show Off Broward has an
outstanding $5 million loan and additional debt totaling $7.2
million, with the building, valued at $6.2 million, as its primary
asset.

The report relates RoboVault's bankruptcy filing says it had
$600,000 in income from tenants so far in 2012, up from $395,000
in 2010, and that it owed Broward County $850,000 in taxes.

                      About FTLL Robovault LLC

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the case.  Lawrence B. Wrenn, Esq., serves as the
Debtor's counsel.

Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault
and affiliate Off Broward Storage.  The companies own modern
storage warehouses in Fort Lauderdale.

The petition scheduled $18,665,069 in assets and $21,528,776 in
liabilities.


GAP INC: S&P Revises Outlook on 'BB+' CCR to Positive
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Francisco-based specialty apparel retailer The Gap Inc. (Gap) to
positive from stable. "At the same time, we affirmed our ratings,
including the 'BB+' corporate credit rating on the company," S&P
said.

The rating on Gap reflects Standard & Poor's Ratings Services'
assessment of the company's "fair" business risk profile and
"intermediate" financial risk profile.

"Gap's business risk profile reflects our view of Gap's good
market position in casual apparel, strong brand name, and
geographic diversity," said Standard & Poor's credit analyst
Helena Song. "We also believe Gap has demonstrated some
improvement in product merchandising and regaining customer
traffic in recent quarters, as same-store sales turned positive in
the first three quarters of 2012."

"Our analysis is tempered by the intensely competitive nature of
apparel retailing. We also believe that specialty apparel trends
will continue to be difficult to predict, and that Gap will remain
vulnerable to changes in fashion. As a result, the company's
performance could be uneven because of the timing of consumer
buying and changing fashion trends," S&P said.

"The outlook is positive. We could raise the ratings if Gap
continues its positive operating performance trend, with expanding
margins and positive same store sales, including the fourth-
quarter holiday season. This performance could warrant a change in
our assessment of Gap's business risk profile," S&P said.

"We could revise the outlook to stable if the company is unable to
maintain positive same store sales and margin expansion in the
next several quarters. We could also revise the outlook to stable
if the company adopts more aggressive financial policies--for
example, if it increases debt by about $1.7 billion to buy back
shares," S&P said.


GREEN ENERGY: Incurs $306,500 Net Loss in Third Quarter
-------------------------------------------------------
Green Energy Management Services Holdings, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss of $306,523 on $55,546 of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $769,682 on $1,653 of revenue for the same period during
the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.30 million on $212,657 of revenue, compared with a
net loss of $14.26 million on $10,268 of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $4.83 million in total liabilities, all
current, and a $3.49 million total stockholders' deficit.

                        Bankruptcy Warning

"As of September 30, 2012, we had cash of $13,996 and contract
receivables of $32,193.  With the funds that we currently have on
hand and the potential third party financing to monetize the
revenues projected from our agreement with Co-op City, pursuant to
which we have received approximately $21,000 per month to date, we
believe that we will be able to sustain our current level of
operations for approximately the next 12 months.

"Risk Factors for the matters for which a negative outcome could
result in payments by us of substantial monetary damages, or
changes to our products or our business, which may have a material
and adverse impact on our business, financial condition or results
of operations or force us to file for bankruptcy and/or cease our
operations."

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

                        http://is.gd/yGIss9

                        About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.


HARPER BRUSH: Asset Prices Rises 88% at Auction
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the price for the operating assets of Harper Brush
Works Inc., a family owned brush and broom maker, rose by 88
percent at auction this week in U.S. Bankruptcy Court in Des
Moines, Iowa.

According to the report, the initial bid of $1.84 million came
from Q.E.P. Co. from Boca Raton, Florida.  There were six bidders,
22 bids and an ultimate high bid of $3.45 million from Q.E.P. for
the operating assets.  The buyer is a brush maker.  Iowa State
Bank made a credit bid of $450,000 to purchase the real estate.

The bankruptcy judge said at a Nov. 19 hearing that she will sign
orders approving the sales.

The report recounts that Harper filed to reorganize in late May
and has a Chapter 11 plan on file that will distribute sale
proceeds in accordance with lien-priority rights and the scheme of
distribution laid out in bankruptcy law.  Unsecured creditors are
told in the disclosure statement that they will receive proceeds
from the recovery of preferences, or payments made to creditors
within 90 days of bankruptcy.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


HAWAII OUTDOOR: Naniloa Volcanoes Resort Files Chapter 11
---------------------------------------------------------
Hawaii Outdoor Tours, Incorporated, operator of the Niloa
Volcanoes Resort in Hilo, Hawaii, filed a Chapter 11 petition
(Bankr. D. Haw. Case No. 12-02279) in Honolulu on Nov. 20.

Niloa Volcanoes is a 382-room hotel with a nine-hole golf course.
The hotel has 52 employees.  Occupancy at the hotel was below 45%
in 2012, and is expected to rise to 53% in 2013.

The 64-acre property is subject to a 65-year lease, commencing
Feb. 1, 2006, and provides for a total ground rent for the first
10 years of $500,000 annually.

The Debtor used a $10 million loan from First Regional Bank and
$10 million of its own cash to invest in the property.  In 2006,
after acquiring the leasehold rights for the property, the Debtor
commenced renovations required by the state.  The Debtor said it
spent millions for interior renovation work.  Only the renovations
for the interior rooms have been completed.  Work on the exterior
has only been partially initiated.

In 2009, Ken Direction Corporation, the parent of the Debtor,
failed to provide the Debtor additional financing as it failed to
complete a sale of land in Kau.  The Debtor said because the
source of financing to complete the renovations had dried up, the
Debtor was unable to complete the scheduled renovations.

First Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First Citizens asserts a claim
of $9.95 million.

The Debtor believes that the value of the hotel property exceeds
the amount of the First-Citizens note.  Just the bricks and mortal
alone was valued in excess of $35 million by First Regional's
appraiser and the insurance company.

The Debtor intends to continue operations postpetition.  The
Debtor anticipates that business currently diverted to other
accommodations will be redirected to the hotel upon completion of
the renovation plan.  The Debtor intends to expand its guest food
services, and in December 2012, open a full-time service
restaurant.

The Debtor is seeking to minimize any disruption to its normal
course of operations caused by the bankruptcy proceeding.  The
Debtor on the Petition Date filed motions to pay prepetition
employee benefits, prohibit utilities from discontinuing services,
honor prepetition customer deposits, honor travel agency
agreements, and use cash collateral.  The Debtor also filed an
application to employ Wagner Choi & Verbugge as bankruptcy
counsel.


HOSTESS BRANDS: Gets OK to Wind Down Business, Sell Assets
----------------------------------------------------------
Hostess Brands Inc. disclosed that the U.S. Bankruptcy Court for
the Southern District of New York approved its emergency interim
motion for the orderly wind down of its business and sale of its
assets.

Judge Robert Drain approved the motion after the Company and the
Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM)
were unable to reach an agreement during an 11th-hour mediation
yesterday.

Hostess Brands is winding down the Company after a nationwide
strike initiated by the BCTGM that commenced on Nov. 9 crippled
its operations at a time when the Company lacked the financial
resources to survive a significant labor action.

Among other provisions, the Court order allows Hostess Brands to
return excess ingredients and packaging; provides liquidity
through an amended debtor-in-possession financing agreement and
consensual use of cash collateral; and authorizes the Company to
implement a non-executive employee retention plan to ensure the
Company has the necessary personnel to implement the wind down.

Hostess Brands said it intends to retain approximately 3,200
employees to assist with the initial phase of the wind down.
Employee headcount is expected to decrease by 94% within the first
16 weeks of the wind down.  The entire process is expected to be
completed in one year.

The wind down was necessitated by an inflated cost structure that
put the Company at a profound competitive disadvantage.  The
biggest component of the Company's costs was its collective
bargaining agreements that covered 15,000 of 18,500 employees.

Hostess Brands worked tirelessly to complete a reorganization of
its business as a going concern, including spending the better
part of 18 months negotiating with its key constituents to obtain
a consensual agreement to lower costs to a sustainable level.  The
Company had obtained the support of its largest union, the
International Brotherhood of Teamsters, and its lenders.  However,
the BCTGM leadership chose not to negotiate a new labor contract
and instead, when presented with a final offer, launched a
campaign to cripple the Company's operations and force it to
liquidate.

The wind down means the closure of 33 bakeries, 565 distribution
centers, approximately 5,500 delivery routes, 570 bakery outlet
stores and the loss of 18,500 jobs.

Prospective bidders for the Company's assets should contact the
following representatives:

* Brands: Perella Weinberg at hostess@pwpartners.com

* Assets: FTI Consulting at hostess@fticonsulting.com

For employees whose jobs will be immediately eliminated,
additional information can be found at
http://www.hostessbrands.info/

                           *     *     *

Jacqueline Palank and Rachel Feintzeig of Dow Jones Newswires
report that Judge Robert D. Drain at Wednesday's hearing also
approved up to $4.36 million in retention bonuses for rank-and-
file workers who remain at the company during the wind-down. All
union and nonunion workers, except for executives and top
managers, are eligible for the bonuses. Hostess said its lenders
also agreed to allow it to distribute an extra day's pay to its
employees, which will total $1 million.

Judge Drain has permitted Hostess to proceed with its plan to wind
down the business, one day after he presided over a confidential
mediation session between the Company and its striking bakers
union.  As a result, all of Hostess's 18,500 workers will lose
their jobs, some immediately and others over the next several
months.

"This is a tragedy," Hostess attorney Heather Lennox, Esq., at
Jones Day, told the court, according to the report.

The report relates Ms. Lennox said the Company has received "a
flood of inquiries" in recent days. "We therefore think there
could be very healthy competition," she said, adding that Hostess
may, within the next several weeks, start seeking court approval
to take specific assets to the auction block.

Judge Drain on Tuesday presided over a confidential mediation
session with Hostess and the bakers union.  The judge said the
parties participated in with good faith.  "The fact that they were
not able to reach agreement does not indicate anything to the
contrary," the judge said, according to the report. "It's a free
country, and so people are free not to agree."

After the hearing, the report relates, Hostess Chief Executive
Gregory Rayburn said he's "disappointed it didn't work, but I
certainly was looking at that realistically."

Hostess said Wednesday it would return to court at a later date to
seek approval of $1.75 million in bonuses for 19 officers and
high-level managers.


                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, 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.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOSTESS BRANDS: Teamsters Opposed BCTGM Strike
----------------------------------------------
The Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM)
and the Teamsters Union issued statements in connection with
Hostess Brands Inc.'s decision to seek liquidation following a
decision to strike by the BCTGM and the failure to reach a last
minute agreement.

"Hostess's announcement that it is liquidating the company is a
deep disappointment for all of our Hostess members.  While Hostess
management wants to blame our members for the demise of the
company, the truth is that had it not been for the valiant efforts
of our members over the last eight years, including accepting
significant wage and benefit concessions after the first
bankruptcy, this company would have gone out of business long
ago," says BCTGM President Frank Hurt.

"Hostess failed because its six management teams over the last
eight years were unable to make it a profitable, successful
business enterprise.  Despite a commitment from the company after
the first bankruptcy that the resources derived from the workers'
concessions would be plowed back into the company, this never
materialized.  Management refused to invest in modernizing its
bakeries or devote necessary resources to advertising and
marketing, product development and new technology.  Business plan
after business plan failed, leaving the company ever deeper in
debt.

                           Mismanagement

BCTGM's Hurt in an earlier statement said, "The crisis facing
Hostess Brands is the result of nearly a decade of financial and
operational mismanagement that resulted in two bankruptcies,
mountains of debt, declining sales and lost market share.  The
Wall Street investors who took over the company after the last
bankruptcy attempted to resolve the mess by attacking the
company's most valuable asset - its workers.

Teamsters General Secretary-Treasurer Ken Hall, in a statement,
stated, "Hostess' problems go back almost a decade.  The company
has clearly been mismanaged for quite some time.  However, the
workers should not suffer because of poor management and
therefore, the Teamsters Union tried everything in its power
during the company's most recent financial difficulties to shape
an outcome that would put Hostess on strong footing to be viable
and preserve jobs.  Unfortunately, the company's operating and
financial problems were so severe that it required steep
concessions from a variety of stakeholders but not all
stakeholders were willing to be constructive.  Teamster Hostess
members, based on the facts and advice from respected
restructuring advisors, understood what was at stake and voted to
protect all jobs at Hostess."

The BCTGM represents more than 80,000 workers in the baking, food
processing, grain milling and tobacco industries in the United
States and Canada.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women throughout the
United States, Canada and Puerto Rico.

                              Strike

BCTGM announced that a total of 24 Hostess production facilities
are on strike or honoring the strike with picket lines established
by striking Hostess workers at other BCTGM-represented facilities.
Additionally, BCTGM members at one transport facility also are on
strike.  Company claims that union members are crossing picket
lines and maintaining production at striking plants are vastly
untrue.

According to BCTGM, over the past 15 months, Hostess workers have
seen the company unilaterally end contractually-obligated payments
to their pension plan.  These workers, many of whom have worked at
Hostess and its predecessor companies for decades, struck in
response to the company's unilateral imposition of an unacceptable
contract that was rejected by 92 percent of the union's Hostess
members in September.

BCTGM pointed out that while the company was demanding major
concessions from union workers (wage and benefit cuts amounting to
27- 32% overall), the top ten executives of the company rewarded
themselves with compensation increases, with one executive
receiving a 300 percent increase.

The Teamsters Union opposed a strike by the BCTGM.  The Teamsters
Union disclosed its recommendation to the BCTGM that a vote of its
Hostess members by secret ballot should be held to determine if
the workers want to continue their strike of the company and force
it into liquidation.

The Teamsters said it chose to challenge the company's path of a
worker-only solution, engage constructively so other constituents
would be sacrificing and require management changes and oversight
so that the same missteps would not be repeated.  The Teamsters
said the BCTGM chose a different path, as is their prerogative, to
not substantively look for a solution or engage in the process.

"The BCTGM leaders are putting Teamster members in a horrible
position -- asking them to support a strike that will put them out
of a job when they haven't even asked all their members to go on
strike," the Teamsters said in a statement.

                           Liquidation

Hostess Brands later announced that as a result of the bakery
worker's strike, it filed liquidation papers.  The company has
ceased production in all facilities and its 6,700 Hostess members
will finish deliveries of the remaining products.

Teamsters said, "The liquidation process will play out in court
over the coming months.  As we have throughout the bankruptcy we
will closely monitor that process to try and ensure that, to the
fullest extent possible, Teamster Hostess members are paid what
they are owed.  Additionally, we will try to shape the process by
looking for buyers of individual assets that may want to employ
Teamster members with industry experience."

                             Mediation

The U.S. Bankruptcy Court for the Southern District of New York
suggested that the Debtor enter a confidential mediation on
Tuesday with the BCTGM.

A Nov. 19 hearing to consider Hostess Brands' motion to wind down
the Company and sell all of its assets was adjourned until Nov. 21
to pave way for the mediation.

The Teamsters welcomed the mediation, saying, "It is in the best
interest of all parties involved that we remember what is at stake
- the future of 18,500 workers and their families.  This is not
only about a brand or a product, it is also about real people that
just want to work hard every day to provide for their families."

But Hostess Brands later disclosed that a mediation with the BCTGM
was unsuccessful.

                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, 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.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

The Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.


HOSTESS BRANDS: Wind-Down Spurs Employees' Class Suit
-----------------------------------------------------
An employee of Hostess Brands Inc. has filed a lawsuit as a result
of the Company's decision to liquidate.  According to the lawsuit,
as a result of Hostess' decision "to liquidate the company and
close down the majority of its operations, more than 15,000
employees were immediately laid off on or about Nov. 21, 2012, or
within 30 days thereof."

The employee, Mark Popovich, purports to represent a putative
class of similarly situated former employees of Hostess Brands and
its debtor-affiliates.  The lawsuit said Hostess failed to provide
60 days advance written notice of the terminations, in violation
of the Worker Adjustment and Retraining Notification Act, 29
U.S.C. Sec. 2101 et seq., and various state plant closing or "baby
WARN Acts."

The Plaintiff said he is likely to assert state or local WARN Act
claims for the states and/or municipalities in which Hostess has a
covered Facility and an employment loss occurs, including, but not
limited to California, Connecticut, Kansas, Maine, New Jersey,
Ohio, and the City of Philadelphia Code.

The lawsuit seeks to recover from the Debtors 60 days' wages and
benefits pursuant to the WARN Act and various state WARN Acts, and
payments owed to them under the Debtors' benefit plans.  The
lawsuit contends the claims are entitled to first priority
administrative expense status pursuant to the United States
Bankruptcy Code Sec. 503(b)(1)(A), or alternatively wage priority
status pursuant to Bankruptcy Code Sec. 507(a)(4), (5).

Mr. Popovich was a Hostess employee and worked as a Loader in the
Shipping Department at a Hostess facility located at 8071 Wales
Road Northwood, Ohio.

Hostess employed approximately 18,500 employees.

The case is, Mark Popovich, individually and as Class
Representative on behalf of a Putative Class of all others
similarly situated, Plaintiffs, v. Hostess Brands, Inc., IBC Sales
Corporation, IBC Services, LLC, IBC Trucking, LLC, Interstate
Brands Corporation, and MCF Legacy, Inc., Adv. Proc. No. 12-_____
(Bankr. S.D.N.Y.).

The Plaintiff and the putative class are represented by:

          Jeffrey D. Kurtzman, Esq.
          Charles A. Ercole, Esq.
          Lee D. Moylan, Esq.
          Kathryn Evans Perkins, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          1835 Market Street, Suite 1400
          Philadelphia, PA 19103
          Telephone: (215) 569-2700

               - and -

          Matt Ray, Esq.
          Dan Winikka, Esq.
          SIMON, RAY & WINIKKA, LLP
          2525 McKinnon St., Suite 540
          Dallas, TX 75201


HOSTESS BRANDS: Klehr Harrison Probing WARN Act Violations
----------------------------------------------------------
Hostess Brands is seeking Bankruptcy Court approval to sell its
assets and immediately shut down operations on November 20,
potentially resulting in a job loss to 18,500 employees.

The Worker Adjustment and Retraining Notification Act (WARN Act)
requires employers to give 60 days notice to employees if more
than 50 employees are laid off at any one location.  Failure to
give the 60 days notice entitles employees to damages equal to the
wages and benefits that would have been earned during the 60 day
notice period.

The WARN Act has an exception for layoffs resulting from a strike
or lockout.  However, that exemption may not apply to Hostess's
decision, said Charles A. Ercole, an attorney who specializes in
WARN Act cases and is a partner at Klehr Harrison Harvey Branzburg
LLP in Philadelphia, Pennsylvania.  "The Churchill case held that
a three day strike permitted the employer to avoid WARN Act
liability when it subsequently shut down the company without
giving notice.  Many people think Churchill was wrongly decided
and would not be followed by other courts.  For example, in the
USF Red Star case, we successfully argued that the WARN Act
exemption does not allow an employer to avoid WARN Act liability
merely because it chooses to shut down the plant without giving
notice because there was a job action."  In USF Red Star, the
employer immediately shut down the company after a one day strike
and laid off 2000 employees without giving 60 days notice.  The
company eventually settled the WARN Act claims for $7 million.

Mr. Ercole says that his firm is continuing to monitor and
investigate the Hostess situation for WARN Act and other labor law
violations.

                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, 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.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

The Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.


HOSTESS BRANDS: eRaise.com Aims to Raise $500MM to Save Hostess
---------------------------------------------------------------
As Hostess Brands, the makers of Twinkie and other snack foods,
headed to bankruptcy court to begin liquidation plans, a group of
southeast Michigan entrepreneurs are proposing to put the power to
the people to save this 82-year-old iconic company, and perhaps,
some of those 18,000 jobs.  Watch out Wall Street, here comes
CrowdFunding.

eRaise was founded in 2012 when Steve Schafer, a successful
entrepreneur, partnered with Brilliant Chemistry, a creative
technology and ideation studio.  eRaise, the CrowdFunding platform
and engine behind the DoughforHostess.com campaign, will sound the
battle cry for generations of Twinkie lovers to help the cream-
filled sponge cake live on.

CrowdFunding is collective fundraising by a large group of people,
who can either donate capital or receive equity stakes in a
business. Equity-based CrowdFunding received overwhelming bi-
partisan support in the House and Senate earlier this year,
culminating with President Obama signing the JOBS Act into law on
April 5, 2012.

"Not only does Hostess represent an iconic American brand and
countless childhood memories," said eRaise CEO Spencer Clark, "but
it's also a metaphor for the current state of America, and the
struggle many businesses face today balancing payrolls with
profits.  That is why we are launching Dough for Hostess. It
allows anyone to pledge a little dough to help save Hostess. A
year ago, CrowdFunding had limited applications, and little
awareness of it's potential.  When Hostess announced it's pending
liquidation, the founders of eRaise jumped at the opportunity to
show the power of CrowdFunding to help save a great American
brand.

By visiting DoughforHostess.com individuals can make a financial
pledge, starting at $25. eRaise hopes to raise $500 million
dollars in pledges, and is currently exploring the best options to
help save Hostess.  "Your pledge will provide the opportunity to
take part in the single largest CrowdFunding campaign in history,
said Clark.  "We're secretly rooting for Twinkie, but we'll leave
it up to America and the power of the crowd to decide."

The U.S. Securities and Exchange Commission is currently working
on specific rules and guidelines for equity CrowdFunding, while
also ensuring the protection of investors.  Once equity based
CrowdFunding receives final SEC approval in 2013, it will allow
entrepreneurs to raise capital by selling shares in private
companies to the general public.

eRaise.com -- http://spencer@eraise.com/-- is the first
CrowdFunding Marketplace, providing an online and mobile
CrowdFunding platform to unite elements of CrowdFunding with
critical services and tools for entrepreneurs, businesses, and
investors.  eRaise founder's have deep experience in building
start-ups into successful businesses, and know that to achieve
success entrepreneurs, small businesses, and investors need a
combination of critical factors in order to succeed in today's
uncertain economic environment.  These factors include access to
online educational resources, risk management and investor fraud
prevention, direct access and advice from professional service
provides, as well as access to multiple sources of capital.
eRaise is currently going through final tests in Closed Beta, and
is scheduled to launch in early 2013.

                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, 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.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HYPERTENSION DIAGNOSTICS: Incurs $729K Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Hypertension Diagnostics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $729,837 on $34,622 of total revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $1.01
million on $1,200 of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$1.11 million in total assets, $2.02 million in total liabilities
and a $909,741 total shareholders' deficit.

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

                        http://is.gd/ON5RX6

                 About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
incorporated under the laws of the State of Minnesota on July 19,
1988.  The Company was previously engaged in the medical device
business.  In mid-2011, HDI's board of directors determined to
pursue a change in strategic direction.  In August 2011, it sold
its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company owned by Jay Cohn, a founder and a
director of the Company.  In September 2011, the Company formed
HDI Plastics Inc., a wholly owned-subsidiary, entered into a new
lease agreement, purchased selected manufacturing assets from
Compass Bank and Cycled Plastics and began engaging in the
business of plastics reprocessing in Austin, Tex.

The Company reported a net loss of $1.3 million on $3.2 million of
revenues in fiscal 2012, compared with net income of $406,312 on
$nil revenue in fiscal 2011.

Moquist Thorvilson Kaufmann & Pieper LLC, in Edina, Minnesota,
expressed substantial doubt about Hypertension's ability to
continue as a going concern following the financial results for
the fiscal year ended June 30, 2012.  The independent auditors
noted that the Company had net losses for the years ended June 30,
2012, and 2011, and has a stockholders' deficit at June 30, 2012.


HCSB FINANCIAL: Delays Q3 Form 10-Q for Regulatory Matters
----------------------------------------------------------
HCSB Financial Corporation was not able to file timely its
quarterly report on Form 10-Q for the period ended Sept. 30, 2012,
by the prescribed due date without unreasonable effort and expense
because the Company's unaudited consolidated financial statements
for the quarter ended Sept. 30, 2012, have not been finalized.

The delay in completing the financial statements is primarily
attributable to the timing of an examination of the Company's
wholly-owned banking subsidiary, Horry County State Bank, by its
primary federal regulator, the Federal Deposit Insurance
Corporation.  In particular, due to the continued deterioration in
the Bank's loan portfolio stemming from the continued downturn in
the local real estate market, the Company has been working with
the FDIC to determine the appropriateness of the Bank's loan loss
reserve.  The Company is currently reevaluating the calculation of
the allowance for loan losses for the period ended Sept. 30, 2012,
based on discussions with the FDIC during their examination.

At this time, the Company currently anticipates recording a loan
loss provision of approximately $2-$3.7 million, resulting in a
net loss of approximately $3.1-$4.2 million.  However, based on
the Company's continued analysis, this provision could be
materially higher when reported, and thus our actual results for
the period ended Sept. 30, 2012, may materially differ from the
Company's current estimates.  As a result of this reevaluation,
the Company is still finalizing its unaudited consolidated
financial statements and related disclosures for the quarter ended
Sept. 30, 2012.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.

The Company's balance sheet at June 30, 2012, showed $531.02
million in total assets, $535.59 million in total liabilities and
a $4.57 million total shareholders' deficit.

"We note that there are no assurances that we will be able to
raise this capital on a timely basis or at all," the Company said
in its quarterly report for the period ended June 30, 2012.  "If
we continue to fail to meet the capital requirements in the
Consent Order in a timely manner, then this would result in
additional regulatory actions, which could ultimately lead to the
Bank being taken into receivership by the FDIC.  Our auditors have
noted that the uncertainty of our ability to obtain sufficient
capital raises substantial doubt about our ability to continue as
a going concern."


IMEDICOR INC: Delays Form 10-Q for Sept. 30 Quarter
---------------------------------------------------
iMedicor, Inc., notified the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended Sept. 30, 2012.  The external
auditors have not had time to properly review the financial
information of the Company prior to the filing deadline.  The Form
10-Q will be filed as soon as practicable and within the five day
extension period.

                         About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company had a net loss of $5.20 million for the year ended
June 30, 2011, following an $11.40 million net loss in the
preceding year.

The Company's balance sheet at March 31, 2012, showed $1.81
million in total assets, $6.12 million in total liabilities and a
$4.31 million total stockholders' deficiency.


INFUSION BRANDS: Incurs $1 Million Net Loss in Third Quarter
------------------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.03 million on $3 million of
product sales for the three months ended Sept. 30, 2012, compared
with a net loss of $2.25 million on $2.19 million of product sales
for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.51 million on $7.85 million of product sales,
compared with a net loss of $5.37 million on $11.56 million of
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $8.28
million in total assets, $11.87 million in total liabilities,
$37.88 million in redeemable preferred stock, and a $41.47 million
total shareholders' deficit.

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

                       http://is.gd/kWhgBa

                      About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.


INTELLICELL BIOSCIENCES: Delays Q3 Form 10-Q Due to Hurricane
-------------------------------------------------------------
Intellicell Biosciences, Inc., said the compilation, dissemination
and review of the information required to be presented in the
quarterly report on Form 10-Q for the period ended Sept. 30, 2012,
has imposed time constraints that have rendered timely filing of
the Quarterly Report on Form 10-Q impracticable without undue
hardship and expense to the Company and the Company's normal
process for compilation and review of its financial statements was
delayed due to the effects of Hurricane Sandy.  The Company
undertakes the responsibility to file that report within the
applicable extension period.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2012, showed $3.76 million
in total assets, $6.97 million in total liabilities and a $3.20
million in total stockholders' deficit.


JC PENNEY: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded J.C. Penney Company, Inc.'s
("JCP") long term ratings, including its Corporate Family Rating
and Probability of Default Rating to B3. At the same time, Moody's
also downgraded J.C. Penney's Speculative Grade Liquidity rating
to SGL-3 which represents adequate liquidity. The rating outlook
is negative.

The following ratings are downgraded

For J.C. Penney Company, Inc.

  Corporate Family Rating to B3 from Ba3

  Probability of Default Rating to B3 from Ba3

  Speculative Grade Liquidity rating to SGL-3 from SGL-1

For J.C. Penney Corporation, Inc.

  Senior unsecured notes to Caa1 (LGD 4, 66%) from Ba3 (LGD 4,
  59%)

  Senior unsecured shelf to (P) Caa1 from (P) Ba3

Ratings Rationale

The downgrade of the Corporate Family Rating and Probability of
Default rating reflects Moody's expectation that JCP's fourth
quarter gross margins will severely decline as a result of the
need to actively clear excess inventory. This, when combined with
continued sizable sale declines in the fourth quarter, will lead
to earnings and credit metrics bottoming out at levels
significantly weaker than expected. Thus, Moody's no longer
believes that credit metrics will return to being supportive of a
Ba3 rating over the next twelve months. Moody's currently
estimates that JCP's credit metrics will fall to levels indicative
of a Ca rating for fiscal year 2012.

The downgrade of the Speculative Grade Liquidity to SGL-3 from
SGL-1 reflects Moody's estimate of increased cash burn over prior
estimates and Moody's belief that JCP will need to draw down its
cash balances in 2013 to finance the capital required for the new
shops. This will require JCP to temporarily use its revolving
credit facility over the next twelve months to fund capital
expenditures and interim working capital needs.

JCP recently announced third quarter results which were
significantly worse than Moody's expectations of a -20% decline.
JCP's third quarter sales results indicated an acceleration in the
pace of decline to a -26.1% comparable store sales decline
compared to -21.7% in the second quarter. In addition, EBIT also
declined significantly in the second quarter to $(268) million
compared to $120 million last year.

The B3 rating reflects JCP's very poor credit metrics, significant
level of operating losses, and projected level of free cash flow
burn. It also reflects that sales will contract further resulting
in additional erosion in earnings and credit metrics by the end of
2012. The rating is supported by JCP's adequate liquidity from its
$525 million in cash at October 27, 2012 and a $1.5 billion
undrawn asset based revolving credit facility expiring July 2016.
It also reflects that JCP's nearest debt maturity is not until
2015 when its $200 million 6.875% medium term notes mature. JCP's
adequate liquidity and lack of near dated debt maturities provide
it with the flexibility to develop a strategy to abate the sizable
declines in both sales and gross margins while rolling out its new
shops concept. Moody's also believes that JCP's unencumbered
assets provide it with additional financial flexibility.

Moody's continues to believe that the new shops are compelling and
the sales per square foot generated during the third quarter
provide a hopeful data point. However, the new shops only comprise
about 11% of JCP selling space and it will take JCP another year
to bring the new shops up to 40% of its selling space. In
addition, it is currently unclear how JCP will bring back customer
traffic and drive sales in the "heritage" JCP square footage.

The B3 rating balances the near term significant weakness in JCP's
profitability and credit metrics against a longer term view that
ultimately its shops concept and revitalized merchandise will
drive higher gross margins increasing profitability such that
credit metrics will improve back to levels supportive of a B3
level. Moody's notes that JCP debt to EBITDA at October 27, 2012
was 8.0 times and EBITA to interest expense was 0.0 times, both
levels are more indicative of a Ca rating. Moody's anticipates
that credit metrics will erode further from these levels but that
the erosion will be temporary.

The negative outlook indicates Moody's concern that JCP earnings
and free cash flow may decline further than currently anticipated.
The negative outlook also reflects the risk that JCP could
increase its reliance on its revolving credit facilities.

Ratings could be downgraded should the rate of JCP's sales decline
accelerate above the third quarter rate in the fourth quarter of
2012. Ratings could also be downgraded should the sales decline
not abate once JCP anniversaries the launch of its new pricing
strategy in the first quarter of 2013 or should gross margins not
begin to recover in the first quarter of 2013. Quantitatively
ratings could be downgraded should it become likely that debt to
EBITDA will remain sustained above 8.0 times over the longer term.

Given the negative outlook, it is unlikely that ratings will be
upgraded over the near term. However, ratings could be upgraded
should operating performance improve such that sales begin to grow
while achieving a 36% gross margin and debt to EBITDA is likely to
remain sustained below 7.0 times. The rating outlook could return
to stable should JCP's sales and gross margins stabilize.

The principal methodology used in rating J.C. Penney Company, Inc
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

J.C. Penney Company, Inc. is a department store operator with
about 1,100 locations in the United States and Puerto Rico. It
also operates a website, www.jcp.com. Revenues are about $14
billion.


JOSEPH YERUSHALMI: Ch.7 Trustee Can't Pursue Alter Ego Claim
------------------------------------------------------------
Marc A. Pergament, the Chapter 7 Trustee of Trustee of the Estate
of Joseph Yerushalmi, sued the Debtor's ex-wife, Malka Yerushalmi,
and Joseph and Malka, in their capacities as Trustees for
September 7, 1995 Qualified Personal Residence Trust, arguing that
a qualified personal residence trust established by the Debtor to
hold real property in Great Neck, New York, is by law the alter
ego of the Debtor and consequently the property held by the trust
is property of the estate which must be turned over for the
benefit of all creditors of the estate.  The Defendants argue, in
part, that judgment should be entered in their favor in that the
chapter 7 trustee lacks standing to bring the alter ego claim
because as a matter of law that claim belongs to creditors not to
the Debtor and its estate.

Bankruptcy Judge Robert E. Grossman ruled that, as a matter of
law, a chapter 7 trustee is the only person with standing to
pursue alter ego claims on behalf of a bankruptcy estate pursuant
to section 541 of the Bankruptcy Code, as long as the claim could
have been asserted by the debtor pre-petition and the claim
involves a generalized injury which is not particular to one
creditor.  In the Yerushalmi case, the Court noted that the Debtor
could have asserted the alter ego claim pre-petition against the
trust, and the claim, if asserted by a creditor, did not involve
an injury which was specific to any particular creditor.  The
Court also held that because the claim is asserted under section
541 and as such is an action to recover property of the estate, it
is not subject to the statute of limitations applicable to fraud
actions. However, on the merits, the Court found that the Trustee
has failed to satisfy his burden to prove that the Debtor
exercised the requisite dominion and control over the trust
necessary to sustain an alter ego finding; nor has he proven the
fraud or wrongdoing necessary to support the piercing claim.

The case is MARC A. PERGAMENT, Chapter 7 Trustee of Trustee of the
Estate of JOSEPH YERUSHALMI, Plaintiff, v. MALKA YERUSHALMI,
JOSEPH YERUSHALMI and MALKA YERUSHALMI as Trustees for September
7, 1995 Qualified Personal Residence Trust, Defendants, Adv. Proc.
No. 809-8003 (Bankr. E.D.N.Y.).  A copy of the Court's Nov. 19,
2012 Memorandum Decision is available at http://is.gd/mr2VVffrom
Leagle.com.

Joseph was a named partner at the law firm Yerushalmi, Shiboleth,
Yisraeli and Roberts, LLP.  The partnership dissolved sometime in
1995, and in April 1997 the Debtor started practicing law under
the name Yerushalmi & Associates, LLP.

In April 2002, Malka commenced a divorce action.  Despite their
estrangement, the Debtor and Malka continued to reside at the
Great Neck Residence.

On July 25, 2007, Joseph filed separate chapter 11 bankruptcy
petitions for himself and his law firm, Y&A (Bankr. E.D.N.Y. Case
Nos. 07-72816 and 07-72817).  Both his individual case and the Y&A
case were converted to chapter 7 on Oct. 2, 2007.  Marc A.
Pergament was appointed chapter 7 trustee of the Debtor's
individual case.


KNIGHT CAPITAL: GETOCO Owns 23.8% of Class A Common Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GETCO Holding Company, LLC, and GETCO
Strategic Investments, LLC, disclosed that, as of Nov. 15, 2012,
they beneficially own 56,875,362 shares of Class A Common Stock
Knight Capital Group, Inc., representing 23.8% of the shares
outstanding.  The reporting persons previously reported beneficial
ownership of 58,334,429 Class A shares as of Aug. 6, 2012.  A copy
of the amended filing is available at http://is.gd/DBOxGk

                         About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

Knight Capital's balance sheet at Sept. 30, 2012, showed $8.58
billion in total assets, $7.10 billion in total liabilities,
$259.27 million in convertible preferred stock, and $1.21 billion
in total equity.


LIBERATOR INC: Posts $6,400 Net Income in Sept. 30 Quarter
----------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $6,479 on $3.21 million of net sales for the three months ended
Sept. 30, 2012, compared with a net loss of $172,944 on $2.95
million of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $3.20
million in total assets, $4.50 million in total liabilities and a
$1.30 million in total stockholders' deficit.

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

                        http://is.gd/jKy9xS

Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy.  Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.

The Company reported a net loss of $782,417 fiscal 2012, compared
with a net loss of $801,252 in fiscal 2011.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about Liberator's ability to continue as a going
concern following the fiscal 2012 financial results.  The
independent auditors noted that the Company has a net loss of
$782,417, a working capital deficiency of $1.6 million, an
accumulated deficit of $7.8 million, and negative cash flow from
continuing operations of $464,800.


LLS AMERICA: Court Won't Dismiss Clawback Suits v. 50+ Defendants
-----------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams issued several orders dated
Nov. 16, denying requests to dismiss adversary proceedings, among
hundreds commenced by Bruce P. Kriegman, the Chapter 11 trustee of
the LLS America, LLC bankruptcy estate.  The lawsuits, filed
pursuant to 11 U.S.C. Sec. 548 and other causes of action, seek to
recover money paid by the debtor to certain lenders or investors
as part of an alleged Ponzi scheme conducted by the debtor.

The defendants, who sought dismissal of the adversary proceedings,
are:

                                Amount       Amount
                                Loaned     Received      Claim
   Defendant               or Invested  From Debtor     Amount
   ---------               -----------  -----------     ------
   Amanda and Joel Omand     C$110,000    C$149,539   $170,500
   Robert and Joanne Omand   C$629,006   C$1,22,897   $824,999
   Cheryl Clarke             C$120,000    C$127,006   $169,230
   Jordan Baker               C$60,000    C$160,069   $112,470
   Jayden Pakosh              C$86,500    C$159,666   $150,000
   Ian and Bonnie Palmer     C$110,000    C$256,801   $198,238
   Alexander Geissler        C$130,000    C$274,426  C$236,416
   Arket Contractors, Ltd.   C$190,000    C$274,144   $190,000
   Dean and Radine Johnson   C$150,000    C$280,812   $246,800
   Senno Rist                C$190,000    C$286,548   $264,035
   Tirtho Ark                 C$80,000    C$398,425   C$80,000
                                            $62,213    $25,000
   David and Shelly          C$245,000    C$495,442   $557,153
     Armstrong
   Donald and Diane Baker    C$205,000    C$729,662   $582,670
   Tyler Foerstner            C$96,000    C$643,569   $249,741
   Breck Foerstner           C$245,000    C$721,497   $730,252
   1140966 Alberta Ltd.    C$1,585,000     $192,680 $3,291,761
                                        C$4,010,237
   692323 Capital, Inc.        $30,113      $64,000   $155,000
   BBI Group Investments      C$32,500     C$94,926    $63,000
   Dave and Bev Coello        C$60,000     C$66,846    $84,000
   Harrison Bay Dairy Farm    C$50,000     C$81,249    $93,750
   Doug and Barbara James      $15,000      $78,976    $30,000
                                           C$90,067   C$23,000
   Iris MacDonald             C$60,000     C$64,284    $85,050
   Elaine Nichols              $20,000      $58,671    $54,600
   Gary and Erin Padgham      C$24,000      $55,366    $67,526
   Gary and Iris Padgham      C$30,000     C$76,000    $87,728
   Thomas and Glenda Popowich C$75,000     C$80,372    $99,665
   Mike and Marcelle Power    C$80,000     C$97,594   $141,111
   Kathy Roberts              C$40,000     C$90,166    $40,000
   Jackson Saunders          [C$______]    C$61,000    $34,983
   Martha Schultz             C$25,000     C$49,700    $36,000
   Ron and Lois Taylor       [C$______]    C$68,041    $30,000
   Stan and Diane Tymkow      C$50,000     C$53,230    $70,000
   Theodore and              C$192,000    C$339,873  C$128,917
     Betty Schultz              $5,000      $95,333    $38,524
   Luke Saunders             [C$______]    C$29,700    $28,899
   Kirkwood Kitchens, Inc.   [C$______]    C$37,500    $50,115
   Reinhard Paul              C$10,000     C$28,037    $23,000
   Elizabeth
     Weinberger-Van Dyk       C$40,000     C$28,635    $73,051
   Nicole Haer                C$25,000     C$60,985   C$25,000
   Amy Belling               [C$______]    C$38,500     $5,631
   Chantelle Clarke           C$30,000     C$35,429    $28,239
   Rhonda Harris             [C$______]    C$38,138     $2,400
   Daljit Haer                C$50,000    C$117,616    $50,000
   Richard and Pearl Needham C$120,000    C$128,015  C$176,429
   Amar Bains                 C$60,000    C$178,030    $42,500
   Lawrence MacDonald         C$30,000     C$22,090    $38,534
   Gary and Mikki Padgham    [C$______]    C$24,000    $30,482
   Anna Saunders             [C$______]    C$23,000    $36,673
   Colleen, Peter Andrew
     and Aiden Saunders       C$30,000     C$59,813    $26,632
                                                       $34,983
   James Baker                C$20,000     C$23,000    $34,645
   Dougal Shewan                $3,000      $16,430     $4,434
   Fritz Bretzke              C$15,000     C$20,739    $39,725
   Jason McDonald             C$15,000     C$19,673    $24,220
   John McDonald              C$35,000     C$16,052    $______

A copy of one of the Court's Nov. 16, 2012 Memorandum Decision
issued in the case is BRUCE P. KRIEGMAN, solely in his capacity as
court-appointed Chapter 11 Trustee for LLS America, LLC,
Plaintiff, v. DEAN JOHNSON and RADINE JOHNSON, Defendants, Adv.
Proc. No. 11-80134-PCW (Bankr. E.D. Wash.), is available at
http://is.gd/HCOrT0from Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor listed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


MAMMOTH LAKES, CA: Municipal Bankruptcy Dismissed
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the city of Mammoth Lakes is one California town no longer
in bankruptcy.  The Chapter 9 municipal bankruptcy was dismissed
on Nov. 16.

According to the report, the city negotiated a settlement in
August with the developer whose $43 million judgment forced the
resort town into filing for municipal bankruptcy in July.  The
bankruptcy was dismissed after the judgment was modified by the
state court to comport with the settlement resulting from court-
ordered mediation.

The report relates that developer Mammoth Lakes Land Acquisition
LLC won a breach of contract suit related to a development project
at the airport.  The California Supreme Court refused to hear an
appeal.

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MARICOPA IDA: Moody's Affirms 'B1' Bond Rating; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirms the B1 rating and assigns a
stable outlook to the Industrial Development Authority (IDA) of
the County of Maricopa, Arizona Education Revenue Bonds (Arizona
Charter School Project I) Series 2000A and Taxable Series 2000B
outstanding in the approximate amount of $22 million.

Summary Rating Rationale

The rating incorporates the primary source of payment for the
bonds, State Per Pupil Operating Revenue, and the security
provided by the direct transfer of these funds to the Trustee to
fund debt service. The pool includes charter schools of varying
sizes and credit qualities which as a group demonstrate
satisfactory, though variable, school demand and narrow operating
performance. The legal structure of the pool, described below, is
key to the rating.

Key structural factors included in the rating are strong legal and
reporting requirements, available debt service reserves (in part
cross-collateralized among the schools) providing adequate default
tolerance, a mortgage on participants' facilities, a fifteen-year
initial charter period, and a 1.2 times additional bonds test.

Strengths

- Direct intercept of gross per pupil revenues to pay debt
   service

- Cross-collateralized reserves

Challenges

- Weak financial performance from largest pool borrowers

- Potential competition from surrounding school districts

- Fluctuating enrollment and small size of each participant

What Could Make The Rating Go -- Up

- Significant improvement in participant credit quality

- Sustained trend of increased per pupil funding from state
   resulting in improved balance sheet and operating metrics

- Sustained trend of healthy increases in enrollment for each
   participant

What Could Make The Rating Go -- Down

- Deteriorating financial performance at any participant due to
   enrollment, management or state level funding

The principal methodology used in this rating was Charter Schools
Methodology published in November 2006.


MEDICAL CARD: Moody's Maintains Review on 'Caa3' Ratings
--------------------------------------------------------
Moody's Investors Service has announced that it is maintaining its
review for downgrade of Medical Card System, Inc.'s (MCS's) Caa3
senior secured debt rating and Caa3 corporate family rating,
reflecting the delay in the release of the company's 2011 audited
financial statements. The B3 insurance financial strength (IFS)
rating of the company's operating subsidiary, MCS Advantage, Inc.,
also remains under review for downgrade.

Ratings Rationale

Moody's said that the review for downgrade continues the review
first initiated on December 20, 2011 when MCS's ratings were
downgraded and placed on review for further downgrade as a result
of a combination of financial and operational problems at MCS. The
rating agency said that the primary drivers of the ratings and a
potential further downgrade are driven by concerns with respect to
an additional deterioration in financial performance, especially
if there is a significant loss of membership during the current
Medicare Advantage open enrollment period as a result of
reputational damage. This would result in an expected higher
severity of loss should a default occur.

According to the rating agency, as of November 19, 2012, MCS has
not filed an audited 2011 GAAP financial statement. However, the
company has reported weak full year 2011 statutory results (the
sum of the 3 regulated entities MCS Advantage, MCS Life, MCS HMO):
a consolidated net loss for 2011 of $21.6 million, and the
company's consolidated risk based capital (RBC) ratio has declined
to 54% of company action level (CAL) as of year-end 2011--a low
level of capital adequacy--from 97% of CAL at December 31, 2010.
Moody's added that while the company continued to report losses on
a statutory basis for the first quarter of 2012 (a net loss of
approximately $15 million on a consolidated basis), results for
the second and third quarters were improved with a net gain of
approximately $4 million for the combined nine month period.

The rating agency stated that due to significantly lower earnings
of MCS in the third quarter of 2011, there was a high probability
that the company would not meet certain financial covenants in its
bank credit facility at the end of the fourth quarter 2011. A
breach of these covenants could prompt lenders to force an
acceleration of repayment of the outstanding loan amount.
Furthermore, as a result of the poor statutory results reported by
the company for the fourth quarter of 2011, there is an increased
likelihood of a covenant breach. MCS had been operating under a
waiver granted by its bank lenders with respect to the delay in
the release of audited financial statements; however, the waiver
agreement expired at the end of June and has not been formally
renewed.

Moody's added that there are also continued concerns regarding an
ongoing federal investigation of the company. While no charges
have been made against the company, the concern is that this could
result in the federal authorities placing operational constraints
and/or assessing fines/penalties, which would have negative
financial implications for the company.

Moody's said its review for downgrade will focus on MCS's
operating and financial results, when published, and the company's
retention of its commercial and Medicare Advantage membership
(which should be available in January 2013), as well as the impact
of these factors on the expected recovery value to creditors if
there is an acceleration of repayment of the bank loan. The rating
agency said the review will also factor in any new developments
from the federal investigation. Additionally, Moody's stated the
ratings could be withdrawn if 2011 audited GAAP financial
statements are not received within a reasonable timeframe.

Moody's stated that if there is an adverse development with
respect to the federal investigation, the ratings could be
downgraded. Additionally, Moody's stated that the ratings could be
lowered if the company is required to make a significant financial
remuneration to lenders as a result of breaching one or more of
the covenants in its term loan agreement, if EBITDA margins fall
below 0%, or if membership declines by 20% or more.

Moody's noted that there is unlikely to be upward rating movement
near-term given the likelihood of an event of default and
potential losses to creditors under such a scenario; however, the
ratings could be confirmed if MCS is able to meet the financial
covenants in its term loan agreement, there is minimal or no
impact on membership, and there are no material actions taken
against the company in connection with the federal investigation.

The principal methodology used in rating Medical Card System was
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011.

The following ratings remain under review for downgrade:

  Medical Card System, Inc. -- senior secured debt rating at
  Caa3; corporate family rating at Caa3;

  MCS Advantage, Inc. -- insurance financial strength rating at
  B3.

Medical Card System, Inc. is headquartered in San Juan, Puerto
Rico. For the first nine months of 2012 MCS reported total
revenues on a statutory basis of approximately $1.0 billion and a
net gain of approximately $4.1 million. Medicare Advantage
membership as of September 30, 2012 was 113,056 members (including
Medicare Part D stand alone membership) compared to 118,280
members at September 30, 2011.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


MICHAEL HAT: Calif. Appeals Court Rules on Dispute With Ex-Wife
---------------------------------------------------------------
The Court of Appeals of California, Third District, in San
Joaquin, said it lacks jurisdiction to consider whether a trial
court erred in denying Michael Hat's motion to compel arbitration
of claims related to a release granted to his ex-wife, Sharon
Stevens, because Mr. Hat failed to appeal from the trial court's
order denying his motion to stay and compel arbitration as moot.

Mr. Hat and Ms. Stevens were married in 1982 and divorced in 2000.
During their marriage, Mr. Hat developed three businesses engaged
in the farming of grapes and the production of wine or juice:
Michael Hat Farming Company; Capello, Inc.; and Grapeco, Inc.
These entities held interests in these assets: Capello Winery;
Grissom Ranch Vineyard; Pond Ranch Vineyard; Coastal Ranch
Vineyard; Rampage Ranch Vineyard; Arvin Ranch Vineyard; and Sedan
Ranch Vineyard.

In July 2001, Mr. Hat, individually and as Michael Hat Farming
Company, Capello, Inc., and Grapeco, Inc., filed petitions for
chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
01-_____), and a bankruptcy trustee was appointed.  In 2003, when
proposed reorganization plans were not accepted by various
creditors, the proceeding changed to a liquidation proceeding, and
some of the bankruptcy estates' assets were abandoned back to Mr.
Hat, including the Rampage Ranch Vineyard, Coastal Ranch Vineyard,
and Pond Ranch Vineyard.

In mid-2003, Mr. Hat and Ms. Stevens entered into a verbal
agreement to create a joint venture that would (1) seek to acquire
additional assets from the bankruptcy estate by abandonment or by
the exercise of Ms. Stevens's right of first refusal under
Bankruptcy Code section 363(i) and (2) operate, hold, or sell such
assets.  The parties agreed to share any net profits after
expenses and to wind up the joint venture and divide the profits
and remaining property between them once the bankruptcy proceeding
concluded.

The dispute stemmed from the bankruptcy trustee's attempt to sell
certain assets, and Ms. Stevens asserting her right of first
refusal.

The case is MICHAEL HAT, Plaintiff and Appellant, v. SHARON
STEVENS, Defendant and Appellant, No. C064791 (Calif. App. Ct.).
A copy of the Appellate Court's Nov. 19, 2012 decision, including
a background of the dispute, is available at http://is.gd/8bhqpS
from Leagle.com.


MICHAELS STORES: Posts $36 Million Net Income in Third Quarter
--------------------------------------------------------------
Michaels Stores, Inc., reported net income of $36 million on
$1.01 billion of net sales for the quarter ended Oct. 27, 2012,
compared with net income of $32 million on $996 million of net
sales for the quarter ended Oct. 29, 2011.

For the nine months ended Oct. 27, 2012, the Company reported net
income of $102 million on $2.88 billion of net sales, compared
with net income of $79 million on $2.80 billion of net sales for
the nine months ended Oct. 29, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.90
billion in total assets, $4.27 billion in total liabilities and a
$2.37 billion total stockholders' deficit.

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

                        http://is.gd/H3ZEBj

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MOUNTAIN NATIONAL: Delays Q3 Form 10-Q for Regulatory Matters
-------------------------------------------------------------
Mountain National Bancshares, Inc., was unable to file its
quarterly report on Form 10-Q for the quarter ended Sept. 30,
2012, by Nov. 14, 2012, without unreasonable effort or expense
because of the Company's ongoing efforts to complete the
preparation of its annual audited financial statements.  The
completion of the Company's quarterly and annual financial
statements has required more time than in prior years due to
issues related to the regulatory and capital issues involving
Mountain National Bank.  Therefore, the Company was not able to
file the Form 10-Q by Nov. 14, 2012.

                      About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company's balance sheet at June 30, 2011, showed
$521.40 million in total assets, $509.90 million in total
liabilities, and stockholders equity of $11.50 million.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.

As reported by the TCR on June 29, 2012, the designation of
Mountain National Bank was changed to "significantly
undercapitalized" effective upon the Bank's filing of an amended
Dec. 31, 2011, Report of Condition and Income with its federal
regulators on May 30, 2012, in which its tangible equity capital
ratio was 2.10%.  The Bank's tangible equity capital ratio as of
March 31, 2012, as reflected in its amended Call Report filed with
the federal regulators on June 14, 2012, improved further to
2.45%.

As a result of no longer being designated as "critically
undercapitalized", the Bank is no longer required under applicable
Prompt Corrective Action regulations to be placed into
conservatorship or receivership within 90 days of that designation
under certain circumstances.


MYLAN INC: Moody's Hike Senior Unsecured Rating From 'Ba2'
----------------------------------------------------------
Moody's Investors Service upgraded Mylan Inc. to investment grade,
including the senior unsecured rating to Baa3 from Ba2. At the
same time, Moody's affirmed Mylan's Baa2 senior secured bank
rating. The upgrade results in a withdrawal of the Ba1 Corporate
Family Rating, Ba1 Probability of Default rating and SGL-2
Speculative Grade Liquidity Rating as these measures are
applicable only for non-investment grade companies.

Ratings upgraded:

  Senior secured notes to Baa3 from Ba2 (LGD 5, 74%) (LGD point
  estimates withdrawn)

Ratings affirmed:

  Baa2 senior secured revolving credit facility (LGD point
  estimates withdrawn)

  Baa2 senior secured term loans (LGD point estimates withdrawn)

Ratings withdrawn:

  Ba1 Corporate Family Rating

  Ba1 Probability of Default Rating

  SGL-2 Speculative Grade Liquidity Rating

The upgrade reflects Moody's expectation that Mylan will maintain
a capital structure that supports an investment grade rating, and
that strong operating results will result in rising EBITDA and
cash flow in the coming years.

"Mylan's publicly-articulated 3.0-times debt/EBITDA target
supports an investment grade rating when considered in tandem with
its strong global position and good growth outlook," stated
Michael Levesque, Moody's Senior Vice President.

Ratings Rationale

Mylan's Baa3 senior unsecured rating reflects its strong global
position in generic pharmaceuticals, its robust growth outlook,
and the expectation that financial policies will be consistent
with an investment-grade rating. Mylan has articulated a financial
policy in which it does not expect leverage to exceed the covenant
limits in its credit facility (currently 4.25 times) and in which
deleveraging to 3.0 times would be accomplished within 18 months
of acquisitions which resulted in a leverage increase. The rating
also reflects Mylan's strong geographic diversification and its
robust generic pipeline capabilities. Further, the rating is
supported by favorable industry fundamentals based on the large
number of branded pharmaceutical products facing patent
expirations in the coming years as well as global demographic
factors driving drug utilization.

The rating is constrained by Mylan's appetite for leverage which
has been high in the past and could increase for acquisitions.
Further, Mylan's cash flow to debt measures will remain somewhat
modest driven by high interest costs, capital expenditures and
working capital needs to support global growth.

The rating outlook is stable and reflects Moody's expectations
that strong growth will continue and that financial policies will
include a debt/EBITDA target of 3.0 times. Moody's could upgrade
Mylan's ratings if the company continues to execute on its growth
strategy for several more years, makes progress in its biosimilars
strategy, and sustains stronger credit ratios including
debt/EBITDA below 2.5 times. Conversely, Moody's could downgrade
the ratings if Mylan sustains debt/EBITDA above 4.0 times. This
could occur if Mylan pursues extremely large debt-financed
acquisitions or if EBITDA significantly contracts due to pricing
pressure or other operating setbacks.

Although the overall rating outlook on Mylan is stable, an upgrade
from another rating agency would result in collateral release for
the senior secured revolver and term loan. Under this scenario and
upon confirmation of collateral release, Moody's envisions
lowering the rating on Mylan's credit facilities to Baa3 from
Baa2.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a global
generic and specialty pharmaceutical company. For the first nine
months of 2012, Mylan reported total revenues of approximately
$5.1 billion.

The principal methodology used in rating Mylan was the Global
Pharmaceutical Industry Methodology published in October 2009.


MYLAN INC: S&P Raises CCR From 'BB+' on Reduced Leverage
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating (CCR) on generic drug maker Mylan Inc. to 'BBB-' from
'BB+'. The outlook is stable.

"We raised the rating on Mylan's unsecured debt to 'BBB-' from
'BB', pari passu with the CCR under our investment grade rating
criteria," said Standard & Poor's credit analyst Michael Kaplan.
"However, Standard & Poor's lowered the issue-level ratings on
Mylan's $1.25 billion senior term loan and $1.25 billion revolving
credit facility to 'BBB-' from 'BBB' given that the security
interest in collateral will be released upon the upgrade of the
company. Since Standard & Poor's does not assign recovery ratings
on the debt of investment-grade-rated companies, we are
withdrawing the issue-level recovery ratings on all of the
company's debt," S&P said.

"The ratings on Mylan reflect our expectation of mid-single-digit
EBITDA growth over the next few years, and that leverage measures
will remain in line with the guidelines for an 'intermediate'
(according to our criteria) financial risk profile. The upgrade
incorporates room for potential share repurchases and
acquisitions, given the ongoing consolidation of the generic drug
industry. We expect operational performance to reflect increased
new product introductions and a higher level of R&D spending. A
'satisfactory' business risk profile reflects Mylan's well-
established position in the generic drug industry and our
expectation that Mylan will continue participating in ongoing
industry consolidation in a measured manner. We expect the generic
drug industry to experience mid-single-digit growth over the next
three years, as a record number of patent expirations through 2014
expand the range of generic drugs available. At the same time,
payors and revenue-challenged governments worldwide are
encouraging greater use of less-expensive generic drugs," S&P
said.

"The outlook is stable. Debt to EBITDA fell to 2.7x as of Sept.
30, 2012, as Mylan continues realizing benefits from recent small
acquisitions and sharply increased EpiPen revenues. With a large
global footprint and a full generic drug pipeline, Mylan is also
well positioned to capitalize on the opportunities in the global
generic space over the next three years. These opportunities
should enable revenue growth rates at least in the mid- to upper-
single digits, with stable margins in the mid-20% area for the
foreseeable future. A broad product portfolio lessens the risk
that any one product setback could significantly affect
operations. We could raise our rating if we believed that credit
measures would be sustained at around 2.5x and FFO to debt at
close to 40%. However, we could lower our rating if Mylan
undertakes additional significantly debt-financed acquisitions or
engages in shareholder-friendly capital market actions that drive
leverage to about 4x, without the prospect that it would then
decline to 3x within 18 months. Accordingly, we believe that the
company has the capacity to make a richly valued $4 billion
acquisition within the context of the current rating," S&P said.


NAVIOS MARITIME: Reaches Restructuring Agreement With Insurer
-------------------------------------------------------------
Navios Maritime Partners L.P. and its subsidiaries agreed to
restructure its credit default insurance.

Angeliki Frangou, Chairman and Chief Executive Officer of Navios
Partners, stated, "Navios Partners entered into a restructuring
agreement with its credit default insurer.  We view this as a
positive development and believe that Navios Partners will be
stronger after the restructuring. Navios Partners will receive (1)
$24.6 million lump sum cash payment, (2) pool insurance covering
$175.9 million of charter revenue, providing a maximum payout of
$120 million and (3) supplemental credit default insurance from
Navios Maritime Holdings Inc. on $76.7 million revenue of charter
revenue, providing a maximum payout of $20 million."

Credit Default Insurance

In connection with this restructuring, Navios Partners will
receive:

        -- $24.6 million lump sum cash payment;

        -- $175.9 million of revenue covered under restructured
           credit default insurance policy; and

        -- $76.7 million revenue covered under Navios Maritime
           Holdings Inc. supplemental credit default insurance
           policy.

        -- $24.6 million lump sum cash payment

Navios Partners will receive $24.6 million of cash from the credit
default insurer, composed, in part, of $9.8 million attributable
to defaulted charters.  The remaining $14.8 million is not
attributable to any charter and represents excess cash
compensation.

The Company anticipates using the $24.6 million to repay debt,
reducing net debt to book capitalization by 7.5%.  The Company
anticipates repaying $10.8 million due in 2013, $4.9 million due
in 2014 and $8.9 million due in 2015 and beyond.

$175.9 million of revenue covered under restructured credit
default insurance

Navios Partners will have $175.9 million of charters that will
participate in pool insurance coverage from the credit default
insurer.  This pool insurance will pay a maximum cash payment of
$120.0 million.  Navios Holdings has additional charters totaling
$41.2 million that will also participate in this pool coverage.

$76.7 million revenue covered under Navios Holdings supplemental
insurance

As part of restructuring of the credit default insurance and
pursuant to the management agreement between the parties, Navios
Holdings agreed to provide $76.7 million supplemental charter
insurance with a maximum cash payment of $20 million. Navios
Holdings agreed to provide this additional insurance to provide
certainty to the cash flow of Navios Partners.

Total charter revenue covered by the two insurance policies
amounts to $252.6 million.  Approximately 80% of this amount is
for counterparties that are rated as investment grade by
recognized rating agencies.

The maximum cash payment to Navios Partners from the two policies
is $140.0 million.  Excluding investment grade counterparties, the
maximum cash payment provides 278% coverage to revenue from non-
investment grade counterparties.

Closing of the credit default insurance restructuring is expected
within November 2012, subject to customary closing conditions and
required approvals by financing banks.


NEIMAN MARCUS: S&P Cuts Rating on Senior Secured Term Loan to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its  issue-level rating
on The Neiman Marcus Group Inc.'s  senior secured term loan to
'B+' from 'BB-' and revised the recovery rating to '3' from '2',
indicating its expectation of meaningful (50% to 70%) recovery in
the event of payment default. "At the same time, we affirmed all
other ratings, including the 'B+' corporate credit rating, on the
company. Neiman Marcus plans to use the proceeds from the $500
million incremental term loan to repay its senior subordinated
notes," S&P said.

"The ratings on Dallas-based luxury retailer Neiman Marcus
incorporate Standard & Poor's Ratings Services' assessment of a
'fair' business risk profile and a 'highly leveraged' financial
risk profile," said Standard & Poor's credit analyst David Kuntz.
"The company's business risk profile reflects its participation in
the highly competitive department store sector, relatively narrow
market compared with other department store operators, and small
store base. Its solid position in the high-service, luxury
merchandise specialty department store industry, strong vendor
relationships, and improved operating performance over the past
year somewhat offset these risks. In our view, Neiman Marcus has
done a good job maintaining its customer service, reputation, and
merchandise," S&P said.

"Our stable rating outlook on Neiman Marcus reflects our
expectation that performance gains will continue over the next
year, with EBITDA growth in the mid-single digits. We expect
further strength in luxury retailing to propel revenue gains in
the upper-single digits, but margins to erode slightly because of
investments in infrastructure and technology initiatives. In our
view, the company's aggressive financial policies will negate any
meaningful improvements in credit protection metrics over the long
term. However, there could be some modest strengthening of metrics
over the next year," S&P said.

"Although unlikely over the next 12 months, we could raise our
rating on the company if revenues rise in the upper-single digits
and margins increase by over 75 basis points. Concurrently, the
company would significantly moderate its future dividend policies.
Under this scenario, leverage would be in the upper-4x area and
interest coverage would be in the mid-3x area," S&P said.

"We could lower the rating if performance slows substantially
because of an unexpected drop in luxury retail spending or if the
company increases the amount of future dividends and issues debt
to fund them. Under this scenario, the company would issue debt
above $600 million and use the proceeds to pay a dividend, leading
to leverage of about 6x," S&P said.


NORD RESOURCES: Incurs $2.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.28 million on $2.03 million of net sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.73 million on $3.84 million of net sales for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $7.18 million on $6.42 million of net sales, compared
with a net loss of $7.08 million on $11.98 million of net sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $52.82
million in total assets, $67.76 million in total liabilities and a
$14.93 million total stockholders' deficit.

"Since July 2010, when Nord suspended mining new ore, our
operations have consisted of leaching copper from the material
previously placed on our three pads and processing it through the
Johnson Camp Mine's SX-EW plant," said Wayne Morrison, chief
executive and chief financial officer.  "As expected, while this
assists us in operating with minimal, tightly controlled costs,
our copper production is in steady decline."

"We are continuing to explore potential, financing options that
would enable us to restructure our debt and provide us with the
capital needed for constructing a new leaching pad.  With this
accomplished, we would resume mining and processing new ore from
the Johnson Camp Mine's deposits.  We continue to work on
obtaining new financing.  However, we cannot be certain that our
efforts will prove successful," Mr. Morrison said.

The filing of the Company's Form 10-Q was delayed to facilitate
completion of the review of certain financial information by
Nord's independent registered public accounting firm pursuant to
Rule 10-01(d) of Regulation S-X.

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

                        http://is.gd/kiUOn3

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources reported a net loss of $10.31 million on
$14.48 million of net sales in 2011, compared with a net loss of
$21.20 million on $28.64 million of net loss in 2010.


NORTH AMERICAN BREWERIES: Moody's Assigns B2 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating (CFR) of B2 to North American Breweries Holdings, LLC
("NAB") and rated its proposed $175 million term loan B facilities
at B2 (LGD4, 52%). The proceeds will be used to repay existing
debt as well as equity in connection with the sale of the company
to Cerveceria Costa Rica S.A. The rating outlook is stable. This
is a first time rating assignment.

Rating Rationale

"The newly assigned CFR of B2 reflects the company's small scale
and limited geographic diversity relative to large global
brewers," said Linda Montag, Moody's Senior Vice President. NAB
operates predominantly in the US, with pockets of regional
strength aligned with its four breweries which are on the coasts,
and a very light presence in the middle of the country. NAB's
operating margins are thin due to portfolio mix and scale
disadvantages relative to much larger peers. A meaningful amount
of the company's volumes are from contract brewing which is not
very profitable, and certain other brands that also dilute
profitability. Lower margins are somewhat offset by its more
profitable craft brands and Seagram's Escapes, while Labatt brands
make a solid and stable contribution. Significant acquisition
activity over the past few years has led to the creation of the
portfolio as it exists today, so the longer term track record of
managing brands which are strong in disparate regions of the
country remains to be seen. Moody's expects EBITA margins to
remain in the high single digit range in the next 12-18 months.

These speculative grade elements are offset by NAB's good
liquidity and moderate leverage. Moody's estimates that the
company's Debt/EBITDA (calculated using Moody's accounting
adjustments) will be in the 3.5 to 4.5 times range in the next 12
to 18 months. While the company is small relative to other global,
deep-pocketed brewers in the North American market, it has good
growth prospects thanks to its portfolio of craft, import,
flavored malt beverages and other popular brands. In addition,
Moody's believes that the new owner, Costa Rican based Cerveceria
Costa Rica S.A., which has its own interests in beer in Central
America, can be considered more of a strategic owner than previous
private equity owner KPS Capital Partners, a potential positive
due to sharing of best practices and possible revenue synergies.

The proposed bank facilities will be secured by substantially all
of the tangible and intangible assets of the borrower. Moody's
expects the company to have at least a 30% cushion under its most
restrictive financial covenants at all times.

Ratings Assigned:

Corporate Family Rating at B2

Probability of Default rating at B2

Senior secured Term loan B at B2, LGD 4, 52%

To achieve an upgrade, NAB will need to demonstrate its ability to
profitably grow its business and generate consistent positive free
cash flow to enable leverage reduction. Improving the
profitability of its larger brands and growing the scale of
certain smaller but more profitable brands would be a plus.
Quantitatively, an upgrade would be considered if EBITA margin
were to be sustained above 9% and leverage declined to under 4
times, while also increasing scale.

The rating would be lowered if NAB's financial performance were to
deteriorate such that EBITA margins fell from current levels, debt
to EBITDA rose above 5.5 times or free cash flow were negative.
Large debt financed acquisitions or shareholder returns could also
result in a ratings downgrade.

The principal methodology used in rating this issuer was the
Global Alcoholic Beverage Industry Methodology published in
September 2009, which can be found at www.moodys.com in the Credit
Policy & Methodologies directory, in the Ratings Methodologies
subdirectory. Other methodologies and factors that may have been
considered in the process of rating this issue can also be found
in the Credit Policy & Methodologies directory.

Headquartered in Rochester, NY, NAB's portfolio of brands
includes, Genessee, Labatt brands in the US, Original Honey Brown
Lager and Dundee Ales and Lagers, Seagram's Escapes, Magic Hat,
Pyramid an Mac Tarnahans . NAB also performs contract brewing on
behalf of other companies. The company posted sales of $432
million for the twelve months ended 9/30/2012.


OLYMPIC HOLDINGS: Court Employs M. Jonathan Hayes as Counsel
------------------------------------------------------------
Olympic Holdings, LLC, sought and obtained permission from the
Bankruptcy Court to employ the law offices of M. Jonathan Hayes as
its general bankruptcy counsel.

The Debtor requires the services of Hayes to render the types of
professional services relating to the Chapter 11 proceeding:

     A. Preparation of the schedules and the additional forms
        required to begin the bankruptcy case;

     B. Advice and assistance regarding compliance with the
        requirements of the United States Trustee;

     C. Advice regarding matters of bankruptcy law, including the
        rights and remedies of the Debtor in regard to its assets
        and with respect to the claims of creditors;

     D. Negotiate the use of cash collateral and obtain court
        permission for same;

     E. Conduct examinations of witnesses, claimants or adverse
        parties and prepare and assist in the preparation of
        reports, accounts and pleadings;

     F. Advice concerning the requirements of the Bankruptcy Code
        and applicable rules;

     G. Assist with the negotiation, formulation, confirmation and
        implementation of a Chapter 11 plan;

     H. Make any appearances in the Bankruptcy Court on behalf of
        the Debtor; and

     I. Take such other action and to perform such other
        services as the Debtor may require.

Hayes will render services to the Debtor at his regular hourly
rates, which may be subject to adjustment from time to time.
Hayes will bill his time in the Chapter 11 case at $385 per hour,
associate Roksana Moradi at $265 per hour, and associate Carolyn
Afari at $165 per hour.  Hayes also intends to apply for
compensation and reimbursement for fees incurred and costs
advanced.

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

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.  A related
entity, Wooton Group, LLC, earlier sought bankruptcy protection
(Case No. 12-31323) on June 19, 201


ORLANDO, FL: Moody's Cuts Rating on 2nd Lien Bonds to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service has affirmed the City of Orlando's (FL)
$181.7 million Senior Tourist Development Tax Revenue Bonds (6th
Cent Contract Payments), Series 2008A at Baa2, and downgraded the
rating on the $33.4 million Second Lien Subordinate Tourist
Development Tax Revenue Bonds (6th Cent Contract Payments), Series
2008B to Ba2 from Ba1; the outlooks are revised to stable from
negative. There is also a Subordinate Third Lien TDT bond issue
($87.3 million outstanding) not rated by Moody's.

All of the bonds are secured by a senior lien (Series 2008A) and a
second (subordinate) lien (Series 2008B) pledge on "Contract" 6th
cent tourist development tax (TDT) revenues that compose one-half
of a countywide 6th cent TDT, plus an additional incremental
portion ("Installment Amount") available for a ten-year period to
November 2018.

The bond structures initially included separate cash-funded, debt
service (50%) and liquidity reserves (50%) for each series, which
together equal to 100% of MADS (Series A&B) and 10% of par (Series
C). The bonds were originally issued, along with other funds, to
construct an Event Center in the city's downtown area.

Summary Rating Rationale

The Baa2 and Ba2 ratings for the senior and second lien
subordinate bonds, respectively, are based on the near term
expectation of depletion of both the liquidity and debt service
reserves to help make debt service payments for the Series C third
lien subordinate bonds (not rated) which would, in turn, trigger
cross-default provisions affecting both the Series A and Series B
bondholders. The ratings also factor in the narrow senior and
second lien debt service coverage from recovering TDT proceeds,
with the expectation that the senior lien bonds would continued to
be paid even under reasonable stress scenarios, and the
subordinate second lien bonds under less stressed scenarios. The
differential between the senior and second lien subordinate bonds
reflects the more marginal coverage currently for the second lien
bonds, the expiration of installment payments in 2018, and the
fact that a period of negative collections make the bonds more
speculative. The bonds (Series A, B and C) are insured for payment
of principal and interest by Assured Guaranty Corp. (Aa3/RUR,
possible downgrade).

The Tourist Development Tax (TDT) is a passive tax collected by
the county and based on temporary lodging and tourism activity. It
bears no relationship to the city's overall financial performance
or credit position (Aa1 Issuer Rating). The Orlando MSA has a
well-established and sizable tourist-oriented component that
retains favorable long-term growth prospects.

Strengths

- TDT is levied on a sizable base with an established tourism
   identity as well as favorable convention activity

- Historical collections of TDT show strong results with
   declines typically recouped within two years

Challenges

- Sufficiency of contract 6th cent TDT receipts to adequately
   cover debt service requirements on a significant amount of
   debt

- Inability to adjust the TDT

- Global and national economic uncertainties that could
   negatively affect discretionary travel to Orlando

Outlook

The stable outlooks, while recognizing the strong likelihood of
Series C bonds triggering cross default provisions under the
indenture, also consider the favorable long-term TDT collection
history and the likelihood that, under a priority lien payment
status, senior lien bonds especially should continue to be fully
paid in the intermediate term.

What Could Make the Rating go UP

- Significant improvement in contract TDT receipts,
   significantly improving coverage

What Could Make the Rating go DOWN

- Additional declines in contract TDT receipts either further
   narrowing coverage or being insufficient to cover debt
   requirements for Series A and/ or Series B bonds

- Economic events nationally that could reduce discretionary
   travel to the Orlando area

The principal methodology used in this rating was US Public
Finance Special Tax Methodology published in March 2012.


OROCO RESOURCE: Enters Into Term Sheet With Waterton for Funding
----------------------------------------------------------------
Oroco Resource Corp. has entered into a Term Sheet with Waterton
Global Value L.P. whereby Waterton has committed to provide a
secured $5 million convertible debt facility to Oroco.

Pursuant to the Term Sheet, the Facility will have a term of two
years and a coupon rate of 10% per annum.  The Facility amount
will be convertible into shares of the Company at a deemed price
of $0.25 per share.  If the Company pre-pays the Facility amount
in whole or in part prior to its maturity date, the amount of pre-
payment will be 115% of the Facility amount being pre-paid, which
would increase to 130% if the Company were to lose the current
amparo petitions with regard to the Xochipala property (see news
release of October 22, 2012).   Waterton may call for repayment of
the Facility in the event there is a change of control of the
Company.  If the Facility is pre-paid before its maturity date or
there is a change in the Company's ownership or interest in the
Celia Gene and Celia Generosa concessions (the "Xochipala
Concessions") other than as a result of the current amparo, the
Company shall transfer a 12.5% interest in the Xochipala
Concessions to Waterton and grant it an option to earn a further
10% interest by funding $1,250,000 in exploration expenditures on
the Xochipala Concessions.  The Facility is subject to completion
of legal documentation, receipt of regulatory approvals, including
that of the TSX Venture, and standard material adverse change
exceptions.

The Company will use the Facility to repay all amounts due
pursuant to the convertible debentures issued by the Company in
May, 2012.  The Company has received notices of default from the
Debenture holders for failure to pay interest and a break fee
which resulted from the Company not proceeding with the related
gold prepayment agreement.  The Debentures, in the aggregate
principal amount of $3.75 million, are therefore now due and
payable.  The balance of the proceeds of the Facility will be used
to pay costs and fees associated with the Facility and for general
working capital purposes.

The Company also announces that it intends to complete a non-
brokered private placement of up to 5,000,000 units at a price of
$0.20 per unit to raise gross proceeds of up to $1,000,000.  Each
unit consists of one common share and one half of one common share
purchase warrant. Each whole share purchase warrant will be
exercisable into one additional common share for a period of 18
months at a price of $0.35 per share.  The private placement,
which is intended to provide interim working capital for the
Company, is subject to the acceptance of the TSX Venture Exchange.
The Company's previously announced private placement has been
canceled and the Company will be contacting subscribers in order
to determine whether they will be participating in the current
private placement.


OVERLAND STORAGE: To Issue 250K Shares to Randy Gast as Incentive
-----------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
250,000 shares of common stock issuable under the Inducement Stock
Option Grant to Randy Gast, dated Aug. 23, 2012.  The proposed
maximum aggregate offering price is $413,000.

Randy Gast serves as the Company's Senior Vice President of
Strategic Alliances and Client Services.

A copy of the filing is available for free at http://is.gd/CUzUAd

                        About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

The Company's balance sheet at June 30, 2012, showed
$38.26 million in total assets, $35.22 million in total
liabilities, and $3.04 million in total shareholders' equity.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Has Interim Cash Use Approval
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. said it has enough
cash and doesn't need an operating loan.  OSG nonetheless needs
permission to use cash representing collateral for $312 million in
loans made by the Export-Import Bank of China for construction of
five tankers.  The bankruptcy court gave OSG interim permission
Nov. 20 to use the collateral.

According to the report, in return for use of cash, OSG agreed to
pay interest on the loan every month at the non-default rate. The
company also agreed that it won't use any of the cash to attack
the lender's loan or security interest.  There will be a final
hearing on Dec. 7 for use of cash.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., and 180 affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-20000) on Nov. 14, 2012.

OSG, headquartered in New York City, NY, is one of the largest
publicly traded tanker companies in the world, engaged primarily
in the ocean transportation of crude oil and petroleum products.
OSG, owner or operator of 111 vessels that transport oil and
petroleum products throughout the world, said in a statement that
it intends to use the Chapter 11 process to significantly reduce
its debt profile, reorganize other financial obligations and
create a strong financial foundation for the Company's future.

Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent. In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.


OVERSEAS SHIPHOLDING: Pomerantz Files Class Action Suit
-------------------------------------------------------
Pomerantz Grossman Hufford Dahlstrom & Gross LLP has filed a class
action lawsuit against Overseas Shipholding Group, Inc. and
certain of its officers.  The class action filed in United States
District Court, Southern District of New York, and docketed under
12 CIV. 7938 is on behalf of a class consisting of all persons or
entities who purchased or otherwise acquired securities of
Overseas Shipholding between May 4, 2009 and October 19, 2012,
both dates inclusive.  This class action seeks to recover damages
against the Company and certain of its officers and directors as a
result of alleged violations of the federal securities laws
pursuant to Sections 10(b) and 20(a) of the Securities Exchange
Act and Rule 10b-5 promulgated thereunder.

If you are a shareholder who purchased Overseas Shipholding
securities during the Class Period, you have until December 26,
2012 to ask the Court to appoint you as Lead Plaintiff for the
Class.

To discuss this action, contact

         Robert S. Willoughby
         POMERANTZ GROSSMAN HUFFORD DAHLSTROM & GROSS LLP
         E-mail: rswilloughby@pomlaw.com
         Tel: 888.476.6529 or 888.4-POMLAW, toll free, x237.
         Web site: http://www.pomerantzlaw.com/

The Complaint alleges that throughout the Class Period, the
Company made materially false and misleading statements regarding
the Company's business, operations and compliance policies.
Specifically, the Company made false and/or misleading statements
and/or failed to disclose that: (i) the Company improperly
accounted for certain tax liabilities; (ii) the Company lacked
adequate internal and financial controls; and (iii) as a result of
the above, the Company's financial statements were materially
false and misleading at all relevant times.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., and 180 affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-20000) on Nov. 14, 2012.

OSG, headquartered in New York City, NY, is one of the largest
publicly traded tanker companies in the world, engaged primarily
in the ocean transportation of crude oil and petroleum products.
OSG, owner or operator of 111 vessels that transport oil and
petroleum products throughout the world, said in a statement that
it intends to use the Chapter 11 process to significantly reduce
its debt profile, reorganize other financial obligations and
create a strong financial foundation for the Company's future.

Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent. In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.


OVERSEAS SHIPHOLDING: Todd M. Garber Files Class Action Lawsuit
---------------------------------------------------------------
The Law Offices of Todd M. Garber disclosed that a class action
lawsuit has been filed in the United States District Court for the
Southern District of New York on behalf of a class comprising all
persons or entities who purchased the securities of Overseas
Shipholding Group, Inc. between April 28, 2008 and Oct. 22, 2012,
inclusive.

The Complaint alleges that throughout the Class Period the Company
and certain of its executive officers made false and/or misleading
statements and/or failed to disclose that: (1) the Company
improperly accounted for certain tax liabilities; (2) as a result,
the Company's financial results were misstated during the Class
Period; (3) the Company lacked adequate internal and financial
controls; (4) as a result, the defendants' statements during the
Class Period were materially false and misleading; and (5) as a
result of the foregoing, the defendants' positive statements about
OSG's financial performance, well-being and prospects lacked a
reasonable basis.

On Oct. 22, 2012 the Company filed a Form 8-K with the Securities
and Exchange Commission disclosing that on Oct. 19, 2012 "the
Audit Committee of the Board of Directors of the Company, on the
recommendation of management, concluded that the Company's
previously issued financial statements for at least the three
years ended Dec. 31, 2011 and associated interim periods, and for
the fiscal quarters ended March 31 and June 30, 2012, should no
longer be relied upon."  The Form 8-K further stated that the
Company is reviewing whether a restatement of those financial
statements may be required and "evaluating its strategic options,
including the potential voluntary filing of a petition for relief
to reorganize under Chapter 11 of the Bankruptcy Code."

If you are a member of the above-described Class, you may move the
Court no later than December 24, 2012 to serve as lead plaintiff;
however, you must meet certain legal requirements.

Contact the firm at:

         Todd M. Garber, Esquire
         Law Offices of Todd M. Garber
         Tel: (213) 700-7262
         E-mail: info@toddgarberlaw.com

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., and 180 affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-20000) on Nov. 14, 2012.

OSG, headquartered in New York City, NY, is one of the largest
publicly traded tanker companies in the world, engaged primarily
in the ocean transportation of crude oil and petroleum products.
OSG, owner or operator of 111 vessels that transport oil and
petroleum products throughout the world, said in a statement that
it intends to use the Chapter 11 process to significantly reduce
its debt profile, reorganize other financial obligations and
create a strong financial foundation for the Company's future.

Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent. In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.


PACER MANAGEMENT: Case Reassigned to Hon. Tracey Wise
-----------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., entered an order
reassigning the bankruptcy case of Pacer Management of Kentucky,
LLC, and Pacer Health Management Corporation to the Honorable
Tracey N. Wise.

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, in Lexington, Ky., serve as the Debtors'
counsel.  Craig Morgan, the Debtors' CEO, has been appointed by
the Court as the individual responsible for performing the duties
of the Company as a Debtor in possession.  Mr. Morgan signed the
bankruptcy petitions.

Dr. Satyabrata Chatterjee, one of the DIP lenders, is represented
by Dinsmore & Shohl, LLP.  Dr. Ashwini Anand has teamed up with
Dr. Chatterjee to provide the DIP loan.

An Official Committee of Unsecured Creditors has been appointed
and reconstituted by the United States Trustee in the Chapter 11
cases, but has not been active.  No trustee or examiner has been
appointed, although a patient care ombudsman has been appointed.


PATRIOT COAL: Has Selenium Settlement With Sierra Club, et al.
--------------------------------------------------------------
Patriot Coal Corporation has reached a proposed settlement
agreement with the Ohio Valley Environmental Coalition, Inc., the
West Virginia Highlands Conservancy, Inc. and the Sierra Club
regarding claims under the Clean Water Act relating to surface
mining activities in West Virginia.

As a result of the proposed settlement, the deadline for
compliance with selenium effluent limitations at outfalls under
the Hobet 22 permit will be extended from May 2013 until August
2014.  Additionally, compliance schedules under the global consent
decree announced in January 2012 will be extended by 12 months. In
exchange, Patriot will agree to certain restrictions on large-
scale surface mining activities.

"This settlement agreement allows Patriot to defer up to
$27 million of compliance-related cash outlays from 2012 and 2013
into 2014 and beyond, which improves our liquidity as we
reorganize our company and increases the likelihood that we will
emerge from the Chapter 11 process as a viable business," stated
Patriot President & Chief Executive Officer Bennett K. Hatfield.
"Importantly, this proposed settlement allows Patriot to continue
mining according to existing permits and is consistent with our
long-term business plan to focus capital on expanding higher-
margin metallurgical coal production and limiting thermal coal
investments to selective opportunities where geologic and
regulatory risks are minimized."

The settlement remains subject to approval by the Federal District
Court for the Southern District of West Virginia following a
public comment period, as well as approval by the Bankruptcy Court
for the Southern District of New York.

                          About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Brower Piven Flies Class Action Lawsuit
-----------------------------------------------------
Brower Piven, A Professional Corporation, disclosed that a class
action lawsuit has been commenced in the United States District
Court for the Eastern District of Missouri on behalf of purchasers
of the common stock of Patriot Coal Corporation during the period
between Oct. 21, 2010 and July 9, 2012, inclusive.

If you have suffered a net loss for all transactions in Patriot
Coal Corporation common stock during the Class Period, you may
obtain additional information about this lawsuit and your ability
to become a lead plaintiff by contacting:

         BROWER PIVEN
         1925 Old Valley Road
         Stevenson, Maryland 21153.
         Web site: www.browerpiven.com
         E-mail: hoffman@browerpiven.com
         Tel: (410) 415-6616

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that costs of certain of its
selenium water treatment requirements were improperly capitalized
and the true extent of the impact those accounting errors would
have on the Company's previous financial statements as well as
that there existed a deficiency in internal control over financial
reporting associated with its accounting treatment for the Apogee
FBR and Hobet ABMet water treatment facilities that should have
been classified as a material weakness for the years ended Dec.
31, 2011 and Dec. 31, 2010.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEGASUS RURAL: Wins Confirmation of Chapter 11 Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt subsidiaries of Xanadoo Co. have an approved
Chapter 11 plan.  The U.S. Bankruptcy Judge in Delaware signed a
confirmation order on Nov. 19 approving the plan even though it
pays nothing to unsecured creditors.

According to the report, early this year, the company predicted
that all secured and unsecured creditor would be paid in full.
The poor recovery resulted from sales of the frequency spectrum
that didn't attract outside bidders at hoped-for prices.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Neil Raymond Lapinski, Esq., Shelley A.
Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  NHB Advisorsm Inc., is their financial advisors.  Epiq
Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.

No committee or trustee has been appointed in these cases.


PENNFIELD CORP: Court Approves AEG as Financial Advisors
--------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company sought and
obtained permission from the U.S. Bankruptcy Court to employ AEG
Partners LLC as financial advisors.   The order was entered as
unopposed.

AEG's services include overseeing operations and work with
existing management to assure stability and continuity through
consummation of a sale, providing financial oversight management,
assisting in determining the Debtors' working capital and
liquidity requirements necessary to support the sale process; and
provide guidance to the Debtors' management in its dealings with
the Debtors' creditors, and assisting in sale efforts.

Craig S. Dean, a principal of AEG, will lead all activities that
surround the engagement.

The Debtors propose to pay AEG a flat advisory fee of $25,000 per
week plus reasonable out-of-pocket expenses.

On or within 90 days prior to the petition date, AEG received
roughly $192,400 from the Debtors.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Court OKs Maschmeyer Karalis as Bankr. Counsel
--------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company sought and
obtained permission from the U.S. Bankruptcy Court to employ
Maschmeyer Karalis P.C. as their general bankruptcy counsel.

The firm has rendered services to the Debtors pre-bankruptcy.
During the 90-day period prior to the Chapter 11 filing, the firm
received from the Debtors:

     * $50,000 as retainer on Sept. 14;
     * $52,092 as retainer on Sept. 25;
     * $76,000 as retainer on Sept. 28; and
     * $10,000 as retainer on Oct. 2

The firm received no other payments from the Debtors within one
year of the petition date.

The firm's Aris J. Karalis, Esq., attests his firm does not hold
any interest materially adverse to the Debtors' estates.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Court Approves Groom as Employee Benefits Counsel
-----------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company sought and
obtained approval from the U.S. Bankruptcy Court to employ Groom
Law Group, Chartered as special employee benefits counsel.

The firm's services include providing the Debtors advice and
representation concerning the Debtors' employee benefit plans,
including negotiations with federal agencies concerning the plans.

The firm received roughly $23,700 from the Debtors during the 90-
day period prior to the petition date.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Can Hire Lakeshore as Investment Banker
-------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company sought and
obtained approval from the U.S. Bankruptcy Court to employ
Lakeshore Food Advisors LLC as investment bankers.

The Debtors will look to Lakeshore for:

     -- advise in the analysis of relevant financial and operating
        data to develop appropriate financial structuring
        objectives to meet the Debtors' strategic objectives;

     -- advise the Debtors on structuring alternatives;

     -- assist and advice the Debtors in developing a strategy for
        accomplishing refinancing and a sale of substantially all
        of the Debtors' assets, including contacting prospective
        buyers.

The Debtors will pay Lakeshore a flat fee of $17,500 per month
plus reimbursement of reasonable out-of-pocket expenses.
Lakeshore will also be entitled to a success fee in the event a
transaction, like a sale or refinancing, occurs.  The success fee
will be 3% of the total consideration.  Lakeshore will remain
entitled to the success fee in the event the transaction is
consummated within 12 months after the expiration or termination
of the firm's engagement.

The Debtors also agree to indemnify Lakeshore.

Lakeshore began providing services to the Debtors prior to the
Chapter 11 filing.  During the 90 days prior to the petition date,
Lakeshore received payments from the Debtors:

   $17,500 as retainer on July 9;
   $17,500 also as retainer on July 27;
   $21,489 as retainer and reimbursement of expenses on Aug. 28;
   $23,851 as retainer and reimbursement of expenses on Sept. 27;

Lakeshore's Mary Burke attests her firm does not hold any interest
materially adverse to the Debtors' estates.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Committee Retains Blank Rome as Counsel
-------------------------------------------------------
The Official Creditor's Committee of Pennfield Corporation and
Pennfield Transport Company sought and obtained approval from the
U.S. Bankruptcy Court to employ Blank Rome LLP as counsel, nunc
pro tunc to Oct. 12, 2012.

The Committee has been advised by Blank Rome that the currently
hourly rates, which will be currently charged in respect of the
primary members of the Blank Rome engagement team for the
Committee, are:

      Professional         Hourly Rate
      ------------         -----------
Michael B. Schaedle         $600
David W. Carickhoff         $515
Josef W. Mintz              $320

From time to time, other Blank Rome attorneys may be involved in
the Chapter 11 cases as needed.  The ranges of hourly rates of the
firm's professionals likely to assist in the case, prior to the
applicable 10% rate accommodation, are: $305 to $940 per hour for
partners, $250 to $566 per hour for associates, and $100 to $355
per hour for paralegals.

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

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PEREGRINE PHARMACEUTICALS: Nov. 27 Deadline for Lead Plaintiff
--------------------------------------------------------------
Bernstein Liebhard LLP disclosed of the deadline to file a motion
for lead plaintiff in a securities class action concerning
Peregrine Pharmaceuticals, Inc.  The case, filed in the United
States District Court, Central District of California, is on
behalf of all persons who purchased Peregrine common stock between
July 17, 2012 and September 26, 2012.

Throughout the class period, the Company made materially false and
misleading statements regarding the Company's Bavituximab Phase II
Second-Line Non-Small Cell Lung Cancer Trial.  Specifically, the
Company made false and/or misleading statements and/or failed to
disclose that there were major discrepancies between some patient
sample test results and patient treatment code assignments in the
Company's Phase II Trial.

In order to join in the action to serve as lead plaintiff, parties
must meet certain requirements set forth in the applicable law and
file appropriate papers no later than Nov. 27, 2012.

Contact the firm at:

         BERNSTEIN LIEBHARD LLP
         Joseph R. Seidman, Jr.
         Tel: (877) 779-1414
         E-mail: seidman@bernlieb.com

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE PHARMACEUTICALS: Has Non-Compliance Notice From NASDAQ
----------------------------------------------------------------
Peregrine Pharmaceuticals  received a notice from The NASDAQ Stock
Market indicating that the company's minimum bid price has fallen
below $1.00 for 30 consecutive business days, and therefore, was
not in compliance with NASDAQ Marketplace Rule 5550(a)(2).  The
company has been provided 180 calendar days, or until May 13,
2013, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the company's
common stock must be at least $1.00 per share for a minimum of 10
consecutive business days.  This notice does not impact the
company's listing on The NASDAQ Stock Market at this time.

If the company does not regain compliance within the initial 180-
day period, but otherwise meets the continued listing requirement
for market value of publicly held shares and all other initial
listing standards for The NASDAQ Capital Market, except for the
minimum bid price requirement, and notifies NASDAQ of its
intention to take the necessary steps to cure the deficiency
during the second compliance period, the company will be granted
an additional 180 calendar days to regain compliance. If the
company is not eligible for an additional compliance period,
NASDAQ will notify the company that its securities will be subject
to delisting.  At that time, the company may appeal this
determination to delist its securities to a Listing Qualification
Panel.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PICCADILLY RESTAURANTS: Hires Jones Walker as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
approved Piccadilly Restaurants, LLC, et al.'s request to employ
Jones, Walker, Waechter, Poitevent, Carr re & Denegre, L.L.P. as
counsel.

The Debtors had engaged R. Patrick Vance, Elizabeth J. Futrell,
Mark A. Mintz, Patrick L. McCune, and Tyler J. Rench.

The Debtors' former counsel in the cases was the law firm of
Gordon, Arata, McCollam, Duplantis & Eagan, LLC.  According to the
Debtors' case docket, on Sept. 26, 2012, the Court granted Gordon
Arata's request to withdraw as attorney for the Debtor.

Prepetition, Jones Walker represented Piccadilly Restaurants with
regard to intellectual property issues.  Since January 2011,
Restaurants has paid Jones Walker $37,120 in attorney's fees and
expenses.  As of the Petition Date, Jones Walker has unpaid bills
of $290, and additional unbilled time and expenses of $3,227.
Jones Walker has agreed to waive both unpaid bill as part of the
application.

The Debtors note Gordon Arata was paid a retainer of $200,000,
which was designed to secure the payment of services performed and
reimburse expenses.  Jones Walker's sole expectation for a
retainer is that the remaining amount of the retainer will be
transferred to Jones Walker to be held as Jones Walker's retainer.

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PICCADILLY RESTAURANTS: Postlethwaite Approved as Auditors
----------------------------------------------------------
Piccadilly Restaurants, LLC, sought and obtained approval from the
U.S. Bankruptcy Court for the Western District of Louisiana to
employ Postlethwaite & Netterville, PAC, as independent auditors,
accountants and tax consultants.

The hourly rates of Postlethwaite's personnel are:

       Candace E. Wright, a director of the Company    $250
       Kelly Hidalgo                                   $220
       Chelsea Marlborough                             $100

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PICCADILLY RESTAURANTS: Court OKs BMC Group as Claims Agent
-----------------------------------------------------------
Piccadilly Restaurants, LLC, and its affiliates sought and
obtained approval from the Bankruptcy Court to employ BMC Group,
Inc., as claims agent, noticing agent and balloting agent, nunc
pro tunc to Oct. 10, 2012.

BMC may provide these services:

    (a) prepare, serve or publish notices or other pleadings in
        the Chapter 11 Case;

    (b) maintain copies of all proofs of claim and proofs of
        interest filed in the bankruptcy cases;

    (c) assist the Debtors' counsel with the administrative
        management, reconciliation and resolution of claims in the
        Chapter 11 Case;

    (d) if requested by the Court, create and maintain the
        official claims register(s) in the Chapter 11 Case;

    (e) receive and record all transfers of claims pursuant to
        Bankruptcy Rule 3001(e) in the Chapter 11 Case;

    (f) maintain an up-to-date mailing list for all entities who
        have filed proofs of claim and/or requests for notices in
        the Chapter 11 Case;

    (g) print, mail and tabulate ballots for purposes of plan
        voting in the Chapter 11 Case;

    (h) assist with the preparation and maintenance of the
        Debtors' Schedules of Assets and Liabilities, Statements
        of Financial Affairs and other master lists and databases
        of creditors, assets and liabilities in the Chapter 11
        Case;

    (i) assist with the production of reports, exhibits and
        schedules of information or use by the Debtors, its
        counsel, or to be delivered to the Court, the Clerk's
        Office, the U.S. Trustee or third parties in the Chapter
        11 Case;

    (g) provide other technical and document management services
        of a similar nature requested by the Debtors, its counsel,
        or in the Clerk's office;

    (k) facilitate or perform distributions, as and to the extent
        approved by the Court; and

    (l) assist the Debtors and its counsel with all analyses
        and/or collections of avoidance actions pursuant to
        Chapter 5 of the United States Bankruptcy Code.

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PICCADILLY RESTAURANTS: Court Hires J. Cornish as Consultant
------------------------------------------------------------
Piccadilly Restaurants, LLC, and its affiliates sought and
obtained approval from the Bankruptcy Court for authorization to
employ Jeffrey L. Cornish, as their consultant nunc pro tunc to
the Petition Date.

Mr. Cornish will perform the same services that he performed
before the Petition Date; namely, advice, analyses, and
recommendations with respect to operations, marketing, labor
scheduling, real property lease renegotiations, restructurings,
asset sales, and the like.  The Consultant is performing many of
the functions of Chief Financial Officer and Controller of the
Debtors.

Mr. Cornish is familiar with the Debtors' businesses and financial
affairs and is well-qualified to provide the services required by
the Debtor in this Chapter 11 Case.  Prior to the Petition Date,
the provided the Consulting Services to the Debtors since July
2012, as provided for in the Consulting Agreement.

Mr. Cornish will receive $4,000 per week for his services.  In
providing prepetition services to the Debtors, the Consultant has
become well-acquainted with the Debtors' financial systems,
business, and operational difficulties, attributes and other
related matters.  Accordingly, the Consultant has developed
significant experience and expertise regarding the Debtors'
businesses that will assist it in providing effective and
efficient services in the Chapter 11 Case.

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PICCADILLY RESTAURANTS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Piccadilly Restaurants, LLC, filed with the Bankruptcy Court for
the Western District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,285,000
  B. Personal Property           $31,667,780
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,800,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $244,408
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,956,520
                                 -----------      -----------
        TOTAL                    $34,952,780      $32,000,929

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case by
lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PINNACLE AIRLINES: Court Gives Roadmap for New Pilots Contract
--------------------------------------------------------------
Pinnacle Airlines Corp.'s (PNCLQ) wholly owned subsidiary,
Pinnacle Airlines Inc., disclosed that, in accordance with Section
1113 of the United States Bankruptcy Code, the United States
Bankruptcy Court for the Southern District of New York has issued
a ruling providing Pinnacle Airlines and the Air Line Pilots
Association (ALPA), the legal representative of the Pinnacle
Airlines pilot group, a clear path to a consensual agreement.

The Court noted three "very limited exceptions" that prevented it
from granting Pinnacle's motion at this time, characterizing them
as "relatively easy to fix."  The court concluded that significant
modifications to the CBA are needed.

"Today's ruling gives Pinnacle a brief opportunity to reach an
agreement that will provide the savings we need," said John
Spanjers, president and CEO of Pinnacle Airlines Corp.  "Although
the Court did not approve our proposed modifications in full, the
Court gave the parties a clear road map to arrive at cost savings
necessary for Pinnacle to emerge from bankruptcy as a viable,
competitive company.  We are hopeful that the Court's decision
will facilitate a consensual resolution, and we will continue to
devote every effort to that goal.  Pinnacle continues to face
severe financial challenges requiring urgent cost savings, but we
now believe there is a path to achieving a competitive cost
structure necessary to survive in our challenging industry."

                    About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PURADYN FILTER: Delays Form 10-Q for Third Quarter
--------------------------------------------------
Puradyn Filter Technologies Incorporated notified the U.S.
Securities and Exchange Commission it will be late in filing its
quarterly report on Form 10-Q for the period ended Sept. 30, 2012.
Additional time is required to insure that a complete and accurate
filing is submitted.

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN‹¨«'
Oil Filtration System.

The Company's balance sheet at June 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

As reported in the TCR on April 10, 2012, Webb and Company, P.A.,
in Boynton Beach, Florida, expressed substantial doubt about
Puradyn's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations, its total liabilities exceed its total
assets, and it has relied on cash inflows from an institutional
investor and current stockholder.


PVH CORP: Moody's Confirms 'Ba2' CFR/PDR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service confirmed PVH Corp.'s Corporate Family
and Probability of Default Ratings at Ba2. Moody's also confirmed
the ratings assigned to the company's various debt instruments as
detailed below. Moody's assigned a Ba1 rating to the company's
proposed $3.825 billion senior secured bank credit facilities that
will be used to finance the acquisition of Warnaco Group, Inc., to
refinance existing debt of PVH and for general corporate purposes.
The ratings assigned to the proposed bank facilities are subject
to receipt and review of final documentation. The rating outlook
is stable. The rating actions conclude the review for downgrade of
PVH which commenced on October 31, 2012.

The following ratings were confirmed:

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2

  $100 million senior secured bonds due 2023 at Ba1 (LGD 3, 33%
  from LGD 2, 28%)

  $600 million senior unsecured notes due 2020 at Ba3 (LGD 5, 85%
  from LGD 5,81%)

  Senior unsecured shelf rating at (P) Ba3

The following ratings were confirmed, and are expected to be
withdrawn upon repayment following closing of the new credit
facilities:

  $450 million senior secured revolving credit facility due 2016
  at Ba1 (LGD 2, 28%)

  $691 million senior secured term loan A due 2016 at Ba1 (LGD 2,
  28%)

  $413 million senior secured term loan B due 2016 at Ba1 (LGD 2,
  28%)

The following ratings were assigned:

  $750 million five-year senior secured revolving credit facility
  at Ba1 (LGD 3, 33%)

  $1.2 billion five-year senior secured term loan A at Ba1 (LGD
  3, 33%)

  $1.875 billion seven-year senior secured term loan B at Ba1
  (LGD 3, 33%)

Ratings Rationale

The confirmation of PVH's Ba2 Corporate Family Rating reflects
Moody's view that the company's proposed acquisition of Warnaco
will significantly strengthen its overall business profile. The
transaction will provide PVH with greater control of the Calvin
Klein brand and will also enable the company to further expand its
global presence, notably through Warnaco's meaningful operating
presence in Latin America and China. Moody's also expects the
company will be able to successfully integrate the acquired
Warnaco business as the substantial majority of Warnaco's revenues
will be related to the Calvin Klein brand. Moody's also considers
PVH's track record of successful integration, evidenced by its
success integrating the May 2010 acquisition of Tommy Hilfiger.

While initial leverage is expected to be high, Moody's expects the
company will make tangible progress deleveraging the balance sheet
over the next 12 to 18 months such that credit metrics will
improve to levels appropriate for the Ba2 rating category. Moody's
expects PVH to reduce its existing debt by more than $200 million
in the second half of 2012 and that during 2013 the company should
reduce debt by a further $400 million from cash flow and
utilization of the combined company's excess cash balances.

The Ba1 rating assigned to the company's proposed $3.825 billion
senior secured credit facilities reflects their first priority
lien in substantially all domestic assets of PVH as well as the
pledge of approximately 66% of the stock of its direct foreign
subsidiaries. The Ba1 rating also reflects the meaningful level of
unsecured debt in the company's capital structure including its
existing $600 million senior unsecured notes and the intention of
PVH to issue an additional $500 million of unsecured debt. Moody's
expects to withdraw ratings on PVH's existing senior secured bank
credit facilities upon closing of these new facilities.

PVH's Ba2 rating reflects the company's strong market position
supported by its ownership of two of the largest global fashion
brands -- Tommy Hilfiger and Calvin Klein. The rating reflects the
global presence of these two large brands and expectations that
operating margins of these business will remain solidly in the
double digit range. While the combined company has a meaningful
presence in Europe, Moody's believes there are still meaningful
organic growth opportunities that can offset weak economic
conditions in those markets. PVH's heritage businesses-- comprised
primarily of PVH's moderate sportswear brands and dress
furnishings business as well as Warnaco's heritage intimate
apparel and Speedo businesses -- have lower organic growth
opportunities, but generate high returns on capital and stable
cash flows. The rating takes into consideration the higher level
of debt following this transaction as well as Moody's expectations
the company will utilize free cash flow to reduce debt.

The stable outlook reflects expectations that PVH will
successfully integrate the Warnaco acquisition and that free cash
flow will be used to reduce debt. Moody's does not anticipate any
material acquisition activity, beyond modest investments in JV's
and re-acquisition of smaller licenses consistent with historical
practice.

Ratings could be upgraded if the company makes progress
integrating the Warnaco acquisition while also reducing absolute
debt levels. The company would also need to demonstrate continued
stability in operating performance in the face of weak economic
conditions in Europe. Quantitatively, ratings could be upgraded if
debt/EBITDA was sustained below 3.75x and interest coverage
exceeded 3.25 times.

Ratings could be lowered if the company is unable to make progress
reducing debt/EBITDA below 4.25 times within 12 to 18 months from
closing of the acquisition or the company's expected very good
liquidity profile were to weaken. This would most likely be the
case if the Warnaco integration experiences unexpected issues, or
if economic conditions in key markets such as Europe weaken beyond
Moody's current expectations.

The principal methodology used in rating PVH Corp. was the Global
Apparel Industry Methodology published in May 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.


QBEX ELECTRONICS: Hiring GrayRobinson as Bankruptcy Counsel
-----------------------------------------------------------
QBEX Electronics Corporation Inc. filed papers in Court to employ
GrayRobinson P.A. as bankruptcy counsel.

The firm's Robert A. Schatzman will lead the engagement.  The firm
will, among others, represent the Debtor in negotiations with its
creditors in the preparation of a bankruptcy plan.

The firm attests it does not hold or represent any interest
adverse to the Debtor's estates, and is "disinterested" as that
term is defined in 11 U.S.C. Sec. 101(14).

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Wants to Use Bank Leumi's Cash Collateral
-----------------------------------------------------------
QBEX Electronics Corporation Inc. seek interim and final orders
authorizing it to use cash collateral of its prepetition lender.

QBEX owes $3.68 million, plus unpaid accrued interest, costs and
attorneys' fees, under a 2006 revolving line of credit with Bank
Leumi USA.  The bank asserts a first priority perfected security
interest in the Debtor's property.

QBEX said it has not reviewed the line of credit or any of the
related documents that give rise to any claim the bank has against
the Debtor.  QBEX said it reserves the right to reconsider any
position pertaining to the validity, priority or extent of any
lien claimed by the bank against the Debtor's estate.

A hearing on the request was slated for Nov. 19.

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QUIKSILVER INC: Moody's Affirms 'Caa1' Rating on $400MM Notes
-------------------------------------------------------------
Moody's Investors Service revised Quiksilver Inc.'s outlook to
stable from positive following recent negative operating trends.
Gross margins and operating expenses have increased as a
percentage of sales over the first three quarters of 2012 after
being pressured by an increasingly promotional environment in
Europe and Australia which account for more that 40% of
Quiksilver's sales and high cotton and polyester prices which has
depressed gross margins. The recent underperformance has resulted
in significant increases in the company's leverage ratio which
began this year at 4.7x and is currently 5.7x Debt/EBITDA with
interest coverage of 1.3x as of July 2012. Although declining
cotton prices should benefit the company over the next few
quarters, the economic environment will remain a headwind as the
company contends with elevated promotional activity. The downgrade
of the Senior Unsecured Euro notes reflects the increased reliance
of Quiksilver on unsecured working capital credit facilities in
Europe and Asia.

The following ratings were affirmed and LGD point estimates
revised:

Corporate Family Rating at B2

Probability of Default Rating at B2

$400 million 6 7/8% senior unsecured notes due 2015 at Caa1 (LGD
5, 81% from LGD 5, 78%)

Speculative Grade Liquidity rating at SGL-2

The following ratings were downgraded:

Boardriders SA

EUR 200 million senior unsecured notes due 2017 at B1 (LGD 3, 34%)
from Ba3 (LGD 3 31%)

RATINGS RATIONALE

Quiksilver's B2 Corporate Family rating reflects the company's
narrow focus into a highly fashion sensitive demographic. The
discretionary nature of its product offering and its relatively
higher price point leaves the company vulnerable to downturns in
overall consumer spending and weakness in operating margins
through 2012. Currently leverage of debt/EBITDA of 5.7x which is
high for the rating category. The ratings are supported by its
diverse portfolio of brands and geographic reach within the action
sports market along with the company's good liquidity profile. The
company has no major debt maturities until August 2014.

The downgrade of the EUR200 million notes issued by Boardrider SA
to B1 from Ba3 reflects the expected continued reliance on their
European working capital credit facilities for additional external
funding. The notes also benefit from structural seniority in
Quiksilver's capital structure as well as the from domestic and
foreign guarantees. The Caa1 rating for the $400 million senior
unsecured notes due 2015 is two notches lower than the
Quiksilver's B2 Corporate Family Rating which primarily reflects
these notes junior position relative to the significant level of
secured and structurally senior debt in the company's capital
structure.

Ratings could be downgraded if debt/EBITDA is maintained above 5.5
times over the next few quarters or EBITA/interest declines below
1.25 times. Any additional erosion in liquidity or failure to make
progress in re-financing the American credit facilities maturing
in 2014 could also result in a downgrade. Given recent weakness in
operating performance there is no tolerance in the rating for more
aggressive financial policies, such as debt financed acquisitions
or other shareholder friendly actions.

Given the actions an upgrade of the rating is unlikely, however
ratings could be upgraded if Quiksilver is able to restore margins
to historical levels while maintaining sales levels in the
European and Southeast Asian markets. The company would also need
to improve debt/EBITDA to the mid 4 times range and maintain a
good liquidity profile.

The principal methodology used in rating Quiksilver was the Global
Apparel Industry Methodology published in May 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.


RCP INVESTMENTS VI: Can't Sell Property Under Sec. 363(f)
---------------------------------------------------------
Bankruptcy Judge William L. Stocks denied the request of RCP
Investments VI, LLC, for a private sale of a residential real
property located on Northernway Court in Durham, North Carolina,
for $185,000, pursuant to Section 363(f) of the Bankruptcy Code.

The property is subject to a deed of trust securing debt owed to
TD Bank, N.A.  The Court noted that a Plan of Liquidation was
confirmed in the Debtor's Chapter 11 case on July 10, 2012.
Although the confirmed Plan contains provisions dealing with the
manner in which the Debtor's real estate is to be liquidated, the
Debtor now seeks to ignore the Plan and proceed under Section 363
(f) . Having negotiated and agreed to the Plan treatment for TD
Bank and obtained confirmation of the consensual Plan of
Liquidation, the Court said the Debtor is bound by the terms of
the Plan and may not resort to section 363 for relief that is
contrary to the terms of the Plan. Otherwise, the Plan is illusory
and the confidence of creditors and other parties in interest
regarding the Chapter 11 process would be undermined, the judge
said.

The Court also noted that the $185,000 sale price will not fully
satisfy TD Bank's allowed secured claim and is below the price
specified in the agreed upon pricing strategy referred to in the
Plan.  Under the terms of the confirmed Plan, TD Bank has the
right to approve or disapprove the proposed sale.  TD Bank has
declined to approve the sale and is within its rights to do so
under the Debtor's confirmed Plan. Confirmation having occurred,
Section 363 may not be invoked post-confirmation in order to
proceed in a manner contrary to the terms of the Plan.

A copy of the Court's Nov. 16, 2012 Opinion and Order is available
at http://is.gd/YVoIrafrom Leagle.com.

RCP Investments VI, LLC, based in Durham, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. M.D.N.C. Case No. 11-81357) on
Aug. 21, 2011.  Judge William L. Stocks oversees the case.  Joseph
E. Propst, Esq., at Jordan, Price, et al. PLLC, serves as the
Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets, and $500,001 to $1 million in
debts.  A list of the Company's two largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ncmb11-81357.pdf The petition was signed
by Theodore S. Royall, Jr., manager.

RCP Investments VII, LLC, filed a separate Chapter petition on
Aug. 21, 2011.


RESIDENTIAL CAPITAL: Court Approves Sale to Ocwen and Walter
------------------------------------------------------------
The United States Bankruptcy Court, Southern District of New York,
has approved the sale of the Residential Capital, LLC's (ResCap)
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation.  The
Court also approved the sale of ResCap's whole loan portfolio to
Berkshire Hathaway.  The case, number 12-12020 (MG), is presided
over by the Honorable Judge Martin Glenn.

"We are very pleased to have obtained the Court's approval as it
has resulted in the best possible outcome for our creditors," said
ResCap Chief Executive Officer Thomas Marano.  "Working closely
with Berkshire Hathaway and both Ocwen and Walter Investment, the
ResCap management team will create a smooth transition for our
employees and ensure the servicing transfer is as seamless as
possible for homeowners."

The Court-approved joint bid from Ocwen and Walter is a total
purchase price of $3 billion.  The Court-approved bid from
Berkshire Hathaway is a purchase price of $1.5 billion for a loan
portfolio made up of approximately 50,000 whole loans.  The sale
of the assets, subject to satisfaction of customary closing
conditions including certain third party consents, is expected to
close in the first quarter of 2013.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ocwen Financial Corp. was given tentative permission
from the bankruptcy judge Nov. 20 to buy the loan-servicing
business owned by Residential Capital LLC.  The judge also said he
would approve sale of ResCap's remaining mortgage portfolio to
Berkshire Hathaway Inc.

As reported by the Troubled Company Reporter, ResCap sold its
assets at auctions that started Oct. 23.  The partnership of Ocwen
Financial Corp. and Walter Investment Management Corp. won the
auction for the mortgage-servicing and origination assets.  Their
$3 billion offer defeated the last bid of $2.91 billion from
Fortress Investment Group's Nationstar Mortgage Holdings Inc.
Nationstar was the stalking horse bidder.  The $1.5 billion offer
from Warren Buffett's Berkshire Hathaway Inc. was declared the
winning bid for a portfolio of loans at the auction on Oct. 25.

According to the Bloomberg report, most objections to the Ocwen
sale were worked out.  If there isn't agreement on how much ResCap
must pay to cure payment defaults, there will be another hearing
in December.

The $2.1 billion in third-lien 9.625% secured notes due 2015 last
traded on Nov. 15 for 103.5 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $473.4 million of ResCap senior
unsecured notes due April 2013 last traded on Nov. 15 for 24.5
cents on the dollar, according to Trace.

Centerview Partners LLC and FTI Consulting are acting as financial
advisors to ResCap. Morrison & Foerster LLP is acting as legal
advisor to ResCap. Morrison Cohen LLP is advising ResCap's
independent directors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

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


ROTECH HEALTHCARE: Incurs $12.8 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Rotech Healthcare Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $12.86 million on $113.78 million of net revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $2.05
million on $122.40 million of net revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $43.73 million on $347.28 million of net revenues,
compared with a net loss of $7.71 million on $365.35 million of
net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

"Patient growth for our key product lines continues to be good,
and our efforts to reduce adjustments for contractuals and bad
debt are beginning to have a positive impact," said Philip Carter,
president and chief executive officer.  "Planning for 2013 is well
underway to position the Company for improved financial
performance for the year ahead," Mr. Carter added.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection."

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

                        http://is.gd/aAWKoa

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


ROTHSTEIN ROSENFELDT: Lawsuit vs. Jeweler to Proceed to Trial
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. Bankruptcy Judge Raymond B. Ray in Fort Lauderdale
answered the question: If a Ponzi scheme operator pays $9.9
million for jewelry, must the jeweler pay the money back or was it
a good-faith exchange protecting the jeweler from a lawsuit by the
bankruptcy trustee?

According to the report, Judge Ray ruled that the jeweler might
have to give back the money, depending on how the facts turn out
at trial.  The dispute arose in the bankruptcy of the law firm
once run by Scott Rothstein, a confessed Ponzi scheme operator.

The report recounts the bankruptcy trustee filed a $9.9 million
suit in October 2011 against Levinson & Co., a high-end jeweler in
Fort Lauderdale.  The trustee alleges that all the money used to
purchase jewelry over four years was stolen from investors.  The
jeweler filed a summary judgment motion saying he can't be liable
because he gave equal value for the payments.

Judge Ray, the report discloses, said there are disputed issues of
fact so the jeweler can't get off the hook so easily.  Mr.
Rothstein himself testified that he participated with Levinson in
"off the books cash transactions involving loose diamonds and
stones," according to Ray's opinion on Nov. 14.  The judge said
the allegations, if proven true at a later trial, could prevent
the jeweler from raising a good faith defense and might constitute
notice to Levinson that Mr. Rothstein was engaged in fraud.

The jeweler argued that the money he received came from
Mr. Rothstein's personal account and therefore wasn't money
belonging to the law firm, the bankrupt entity.  Since all of
Mr. Rothstein's personal money came from the firm, Judge Ray said
he might be able at trial to collapse all the transactions into
one, making Levinson the direct recipient of stolen money.

"The Rothstein-Levinson story has a moral. Anyone who has the
misfortune of doing business with a Ponzi scheme operator can
expect to be sued, as Dan Marino, a retired quarterback for the
Miami Dolphins, found out the hard way," Mr. Rochelle points out.

The Rothstein trustee sued Marino's foundation, seeking to recover
$259,000 in charitable contributions.  Judge Ray dismissed the
suit in late October.

The lawsuit is Stettin v. Levinson & Co. (In re Rothstein
Rosenfeldt Adler PA), 11-2687, U.S. Bankruptcy Court, Southern
District of Florida (Fort Lauderdale).

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


SAFENET: Moody's Affirms 'B2' Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed SafeNet's B2 corporate family
rating (CFR) and revised the ratings for the company's first lien
credit facilities to Ba2 from B1, and the rating for its second
lien credit facility to B3 from Caa1. The ratings actions were
prompted by SafeNet's plans to divest its Government Solutions
(GS) business and use the net proceeds to repay a substantial
portion of its first lien term loans. The outlook for ratings is
stable.

Ratings Rationale

SafeNet expects to apply the proceeds, net of expected taxes and
transaction fees, from the sale of its GS business to pare total
debt by about 50%. A portion of the proceeds will be held in
escrow and would be utilized to pay debt upon release of funds
from escrow. SafeNet's GS business has experienced declining
revenues since 2009 due to the company's mature products and weak
demand by the U.S. Department of Defense and its agencies . The
proposed transaction will not alter the company's total debt-to-
EBITDA leverage (approximately 4.6x, Moody's adjusted) and the
company will divest a business with uncertain prospects. However,
the GS business had strong EBITDA margins relative to the retained
businesses and the GS businesses has historically supported
SafeNet's credit profile due to the high barriers to entry in the
classified government data products market. SafeNet's continuing
operations will comprise Data Protection and software rights
management (SRM) segments. Although SafeNet's user authentication
products in the data protection segment and its software rights
management offering are well-regarded, the company's competitive
risks will increase as it will derive all of its revenues from the
intensely competitive enterprise data protection and SRM markets.
The carve-out of a high margin GS business will reduce the
company's flexibility to invest in business or pursue small
acquisitions.

However, Moody's affirmed SafeNet's B2 CFR to reflect the
company's moderate financial leverage and good growth prospects
for the company's remaining businesses, especially the enterprise
data protection segment which represents a fast growing market.
The rating is supported by SafeNet's good projected levels of free
cash flow in the low-to-mid teen percentages of total debt, which
will be bolstered by the expiry of an interest rate hedging
agreement.

The B2 rating is constrained by SafeNet's limited operating scale
and product portfolio. The rating additionally considers
propensity for high financial risk tolerance by the company's
financial sponsors.

Moody's revised SafeNet's debt instrument ratings upward to
reflect improved recovery prospects for the first and second lien
credit facilities as a result of the proposed repayment of a
substantial portion of first lien debt.

Moody's could downgrade SafeNet's ratings if the company's
liquidity weakens and anticipated free cash flow does not
materialize. The rating could be downgraded if Moody's believes
that SafeNet is unable to sustain total debt-to-EBITDA leverage
below 5.5x and free cash flow/Debt ratio remains below 5% (both
metrics Moody's adjusted).

Given the company's shareholder-oriented policies a ratings
upgrade is unlikely in the next 12 to 18 months. However, Moody's
could upgrade SafeNet's ratings if the company demonstrates
sustainable earnings growth driven by strong revenue growth and if
it could maintain leverage below 4.0x (Moody's adjusted) and free
cash flow/total debt in excess of 15%, incorporating potential for
debt-financed distributions to shareholders and ongoing modest-
sized acquisitions.

Moody's has taken the following rating actions:

  Issuer: SafeNet, Inc.

  Corporate Family Rating -- affirmed at B2

  Probability of Default Rating -- affirmed at B2

    $25 million first lien secured revolving credit facility due
    April 2013 -- Upgraded to Ba2 (LGD2, 13%) from B1 (LGD3, 32%)

    $221 million (originally $250 million) first lien secured
    credit facility due April 2014 -- Upgraded to Ba2 (LGD2, 13%)
    from B1 (LGD3, 32%)

    $131 million second lien secured credit facility due April
    2015 -- Upgraded to B3 (LGD4, 64%) from Caa1 (LGD 5, 81%)

Outlook action:

  Outlook: Stable

The principal methodology used in rating SafeNet was the Global
Software Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Belcamp, MD, SafeNet provides data security
solutions to government and enterprise customers. Pro forma for
the proposed divestiture of GS business SafeNet reported
approximately $335 million in revenue in the LTM June 2012 period.
Funds affiliated to private equity firm Vector Capital own
majority interest in SafeNet.


SCS HOLDINGS: S&P Raises Rating on $260-Mil. Term Loan to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level ratings
on San Antonio, Texas-based SCS Holdings I Inc.'s ("Sirius")
proposed $260 million senior secured term loan B (reduced from
$340 million) to 'BB-' from 'B+'. "We revised the recovery rating
on this debt to '2' from and '3'. The '2' recovery rating
indicates our expectations for substantial (70% to 90%) recovery
in the event of payment default. We also affirmed our 'B+'
corporate credit rating on Sirius. The outlook is stable," S&P
said.

"The rating changes reflect the improved recovery prospects
resulting from a lower amount of senior secured debt in the
capital structure," said Standard & Poor's credit analyst Martha
Toll-Reed. "The company intends to use proceeds of the debt
issuance to redeem 54% of its existing preferred equity and all
accrued dividends, and to repay existing debt outstanding."

The ratings on SCS Holdings I Inc. and its wholly owned
subsidiary, Sirius Computer Solutions Inc., reflect the company's
"weak" business risk profile and "aggressive" financial risk
profile, incorporating the proposed recapitalization and
redemption of preferred stock, and S&P's view that the company's
private equity ownership structure is likely to preclude sustained
deleveraging.

"Sirius provides its customers hardware, software, and services
that enable the use of mission-critical applications, including
data storage, network security, network access, application
development and web hosting. The U.S. computer solutions provider
market is very fragmented and highly competitive. The company
reported revenues of $885.6 million in fiscal 2011, up more than
40% from the prior year (including acquisitions). Sirius' weak
business risk profile reflects the company's relatively narrow
product base and geographic presence, with significant supplier
concentration. Nevertheless, Sirius' market position as a national
VAR with significant investments in sales and technical training
provides a relative competitive advantage against smaller
participants, and has enabled the company to gain market share. We
anticipate flat-to-modest, year-over-year near-term revenue and
EBITDA growth. Sirius' quarterly revenues and EBITDA are somewhat
seasonal, and vulnerable to potential weakness in U.S. information
technology (IT) spending. However, based on a history of effective
cost management, we expect the company to maintain consistent
annual EBITDA margins in the 8% to 9% range, which is good for its
peer group," S&P said.

"The outlook is stable, reflecting our expectation that Sirius
will maintain consistent profitability, with modest free operating
cash flow. A decline in IT spending, leading to increased
competition and diminished operating earnings, with sustained
leverage in excess of the mid-5x level or FOCF to debt approaching
a mid-single-digit percentage could lead to lower ratings. Ratings
upside is limited by our view that the company's ownership
structure is likely to preclude sustained deleveraging," S&P said.


SEARS HOLDINGS: Incurs $498 Million Net Loss in Oct. 27 Quarter
---------------------------------------------------------------
Sears Holdings Corporation reported a net loss of $498 million on
$8.85 billion of merchandise sales and services for the 13 weeks
ended Oct. 27, 2012, compared with a net loss of $425 million on
$9.40 billion of merchandise sales and services for the 13 weeks
ended Oct. 29, 2011.

For the 39 weeks ended Oct. 27, 2012, the Company reported a net
loss of $437 million on $27.59 billion of merchandise sales and
services, compared with a net loss of $743 million on $29.08
billion of merchandise sales and services for the 39 weeks ended
Oct. 29, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

Lou D'Ambrosio, Sears Holdings' chief executive officer and
president, said, "For the 3rd quarter and year-to-date, we
improved EBITDA, accelerated our strategic actions and generated
significant cash by delivering on the actions we outlined at our
Annual meeting.  Our EBITDA improvement in the quarter came from
some of our most important categories like Appliances, Apparel,
and Home Services as we introduced new offers, honed pricing,
effectively managed costs and implemented better inventory
management.  We did experience shortfalls, however, in categories
like Grocery and Household and Consumer Electronics, and are
taking actions to improve that performance."

A copy of the press release is available for free at:

                        http://is.gd/cxYljw

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

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

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SILVERSUN TECHNOLOGIES: Posts $102,800 Net Income in 3rd Quarter
----------------------------------------------------------------
Silversun Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $102,808 on $3.46 million of net total revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$14,141 on $2.37 million of net total revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $939,414 on $9.44 million of net total revenues,
compared with net income of $2.80 million on $7.82 million of net
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.07
million in total assets, $3.64 million in total liabilities, all
current, and a $570,080 total stockholders' deficit.

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

                         http://is.gd/EqhFHz

                           About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SINOHUB INC: Scott+Scott Files Securities Class Action Lawsuit
--------------------------------------------------------------
Scott+Scott LLP filed a class action complaint in the United
States District Court for the Southern District of New York on
behalf of purchasers of SinoHub, Inc. common stock during the
period between May 17, 2010 and August 21, 2012, seeking remedies
under the Securities Exchange Act of 1934.

To serve as a lead plaintiff in the action, parties must move the
Court no later than Jan. 21, 2013.

Contact the firm at:

         SCOTT+SCOTT
         E-mail: scottlaw@scott-scott.com
         Tel: (800) 404-7770
              (860) 537-5537

The securities class action charges SinoHub and certain of its
officers and directors with violations of the Exchange Act. The
Company, together with its subsidiaries, operates as an
electronics company worldwide.

The complaint charges that SinoHub maintained that its internal
controls over financial reporting were effective.  However, as
evidenced by the Company's correspondence with the U.S. Securities
and Exchange Commission regarding the Company's internal controls,
Defendants knowingly or recklessly implemented, or ignored the
existence of, ineffective internal controls which ultimately
resulted in the use of improper accounting procedures and the
overstatement of the Company's financial statements and future
earnings potential.

On May 16, 2011, to the surprise of investors, the Company
announced it would be restating its Form 10-K for 2010 and Form
10-Qs for all three quarters in 2010 due to material misstatements
of liabilities and expenses, and significant deficiencies in
internal control.  The market reacted negatively to the news and
on May 16, 2011, SinoHub's stock price dropped from an opening
price of $1.76 per share to a closing price of $1.36, a 23%
decline in one trading day.

Thereafter, on March 30, 2012, the Company released its Form 10-K
Annual Report for 2011, which revealed that SinoHub had not
experienced any revenue growth during the year.  SinoHub's stock
price responded accordingly, closing at $0.54 per share on March
30, 2012 after opening that day at $0.63 per share, a single day
decline of 16%. The complaint alleges, however, SinoHub continued
to represent in its Form 10-K for 2011 that the Company had
remediated its internal control problems and that SinoHub's
internal controls were now "effective."

On August 14, 2012, the Company shocked investors when it
announced that it would be unable to file its Quarterly Report on
Form 10-Q for June 30, 2012 within the prescribed time period.
The Company stated that it expected to file the report within an
extension period. Upon the disclosure of this information, and
over the next three trading days, SinoHub's stock declined
approximately 26% on unusually high trading volume.

Finally, on Aug 21, 2012, the last day of the Class Period,
SinoHub announced that it would not file its Form 10-Q within the
extension period as a result of a delay in the Company's retrieval
of information requested by the Company's auditors to confirm
prior-period sales.  The Company announced results for the quarter
ended June 30, 2012, stating that it had suffered a net loss of
$2.7 million.  Over the next three trading days SinoHub's stock
price dropped by 20%. The Company's stock has now been delisted by
the NYSE.

SinoHub is headquartered in Shenzhen, People's Republic of China.


SPORTS AUTHORITY: Moody's Withdraws 'B3' Rating on $630MM Loan
--------------------------------------------------------------
Moody's Investors Service withdrew the B3 rating of the proposed
$630 million term loan of the Sports Authority.

The following rating was withdrawn:

- Proposed $630 million senior secured term loan due 2019 at B3
   (LGD4, 54%)

The following ratings have been affirmed and LGD point estimates
updated:

- Corporate family rating at B3

- Probability of default rating at B3

- $295 million term loan due 2017 at B3 (LGD3, 45% from 44%)

The outlook remains stable.

The new term loan rating was withdrawn because the Sports
Authority's proposed refinancing did not materialize. The dollar-
for-dollar refinancing was leverage neutral but would have
resulted in a meaningful reduction in interest expense given that
the company would have paid off the more expensive subordinated
notes (11.0% cash interest plus 0.5% PIK) with term debt. Without
the refinancing, the company's interest expense reduction will be
modest. Nonetheless, Moody's maintains a stable outlook as the
company's strategic initiatives are expected to improve earnings.
The Sports Authority has been lowering inventory levels, which
will reduce the risk of markdowns and associated margin declines,
a factor that will be particularly key as the company is in its
peak winter selling season.

The stable outlook reflects Moody's expectations that the company
will continue to implement cost control initiatives and
disciplined inventory management to minimize markdowns, while
maintaining adequate liquidity. The stable outlook also
incorporates expectations for flat-to-low single digit same store
sales growth.

Ratings could be downgraded if debt/EBITDA is sustained at or
above 7.0 times or EBITA/interest expense remains at or below 1.0
times. Further, any deterioration in liquidity may result in a
downgrade.

The principal methodology used in rating The Sports Authority,
Inc. was the Global Retail Industry Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The Sports Authority, Inc., under The Sports Authority and S.A.
Elite banners, is a full-line sporting goods retailer operating
over 470 stores in 43 states. The company is owned by private
equity firm Leonard Green & Partners, L.P.


SPRINGS WINDOW: S&P Ups Rating on $356.5MM First-Lien Debt to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on Springs Window Fashions LLC's $356.5 million first-lien debt
one notch to 'B+' (one notch above the corporate credit rating)
from 'B'. "At the same time we revised the recovery ratings on
this debt to '2', indicating our expectations for substantial (70%
to 90%) recovery in the event of a payment default, from '3',
reflecting the company's reduced debt levels from required
amortization and an excess cash flow sweep," S&P said.

"The 'B' corporate credit rating on Springs Window remains
unchanged, as do the 'CCC+' issue-level ratings on the company's
$125 million second-lien term loan. The recovery rating on the
second-lien term debt remains '6', indicating our expectation for
negligible (0% to 10%) recovery in the event of a payment
default," S&P said.

The ratings on Springs Window reflect S&P's view of the company's
"highly leveraged" financial risk profile and "vulnerable"
business risk profile. "We assess the company's financial policy
as very aggressive, supported by a debt-financed dividend and
highly leveraged capital structure. We estimate adjusted leverage
remains high at about 5.1x at Sept. 30, 2012, compared with the
low-3x area prior the dividend in May 2011. Springs Window's
narrow business focus in the cyclical window coverings industry,
customer concentration, and participation in an intensely
competitive industry continue to contribute to the company's
vulnerable business risk profile," S&P said.

RATING LIST

Springs Window Fashions LLC
Corporate credit rating          B/Stable/--

Issue rating raised; Recovery rating revised
                                  To               From
Springs Window Fashions LLC
Senior secured
  $300 mil. term loan due 2017    B+               B
    Recovery rating               2                3
  $56.5 mil. revolver due 2016    B+               B
    Recovery rating               2                3


ST. PAUL HOUSING AUTHORITY: Moody's Hikes Bond Ratings From 'Ba1'
-----------------------------------------------------------------
Moody's Investors service has upgraded the rating on Housing and
Redevelopment Authority of the City of Saint Paul, MN Multifamily
Housing Revenue Bonds (GNMA Collateralized Mortgage Loan --
Winnipeg Apartments Project) Series 2007A to Aaa from Ba1. This
rating affects $2,885,000 of outstanding debt.

Rating Rationale

In 2010, the bonds were downgraded to Ba1 from Aaa due to
projected asset-to-debt ratio (otherwise known as "parity")
insufficiencies that were expected to occur in the near future.
Moody's recently identified however that the cash flow projections
used in the 2010 rating action overstated the bond balance
throughout the life of the program, and led to an incorrect
calculation of parity as below 100% at a certain point in the
future. Moody's has rectified this issue and adjusted the
projections to accurately reflect the future performance of the
bond program. Once these corrections were incorporated, cash flow
projections demonstrated parity sufficiency throughout the life of
the bonds which is consistent with a higher rating.

Recent Developments

Moody's published a Request For Comment on March 19, 2012 titled
Proposed Changes to Methodology for Stand-Alone US Public Finance
Housing Transactions with Mortgage Enhancements. Within it,
Moody's proposed to cap at Aa1 the ratings of stand-alone housing
transactions with semi-annual debt service payments secured by
Ginnie Mae/Fannie Mae/Freddie Mac mortgage-backed securities (MBS)
or Fannie Mae/Freddie Mac stand-by Credit Enhancement Instruments
(CEI). If Moody's implements this change, the rating on these
bonds may be downgraded to Aa1.

WHAT COULD CHANGE THE RATING UP

* Not applicable

WHAT COULD CHANGE THE RATING DOWN

* A downgrade to the US government

* Projected or actual parity or cash flow insufficiencies

* A change in methodology which assesses the credit profile of
this bond program differently, as discussed in Proposed Changes to
Methodology for Stand-Alone US Public Finance Housing Transactions
with Mortgage Enhancements

The principal methodology used in this rating was GNMA
Collateralized Multifamily Housing Bonds published in June 2001.


STALLION OILFIELD: S&P Rates $500MM Senior Secured Term Loan 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Stallion Oilfield Holdings Inc.'s $500 million
senior secured term loan facility due 2017. "The assigned issue
rating on the term loan is 'B' (the same as the corporate credit
rating). The recovery rating on this debt is '3', indicating our
expectation of meaningful (50% to 70%) recovery in the event of
default," S&P said.

"The company intends to use proceeds to redeem the remaining $134
million outstanding on its existing 10.50% senior secured notes
due 2015 and to pay a one-time cash dividend of $385 million to
its direct equity holders. While the company is increasing the
total amount of debt outstanding, its recovery rating still
remains '3', although at the lower end of the '3' range," S&P
said.

"The ratings on Houston-based Stallion Oilfield Holdings Inc.
(Stallion) reflect our assessment of the company's 'vulnerable'
business risk and 'aggressive' financial risk. The ratings
incorporate the company's participation in the highly cyclical
North American oilfield services market and the company's
relatively small scale. Ratings also reflect the current
relatively good market conditions, moderate debt leverage, and low
annual maintenance capital spending requirements," S&P said.

RATINGS LIST

Stallion Oilfield Holdings Inc.
Corporate credit rating                       B/Stable/--

New Ratings
$500 mil senior secured facility due 2017     B
  Recovery rating                              3


T BANCSHARES: Reports $439,000 Net Income in Third Quarter
----------------------------------------------------------
T Bancshares, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $439,000 on $1.52 million of total interest income for the
three months ended Sept. 30, 2012, compared with net income of
$352,000 on $1.65 million of total interest income for the same
period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $1.42 million on $4.46 million of total interest income,
compared with a net loss of $1.15 million on $5.18 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $128.95
million in total assets, $112.61 million in total liabilities and
$16.33 million in total shareholders' equity.

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

                        http://is.gd/MMiAPr

                      About T Bancshares, Inc.

T Bancshares, Inc., is a bank holding company headquartered in
Dallas, Texas, offering a broad array of banking services through
T Bank, N.A.  The Company's principal markets include North
Dallas, Addison, Plano, Frisco, Southlake and the neighboring
Texas communities.


T3 MOTION: Delays Form 10-Q for Third Quarter
---------------------------------------------
The quarterly report of T3 Motion, Inc., on Form 10-Q for the
quarter ended Sept. 30, 2012, could not be filed within the
prescribed time period due to the fact that the Company was unable
to finalize its financial results without unreasonable expense or
effort.  As a result, the Company could not solicit and obtain the
necessary review of the Form 10-Q in a timely fashion prior to the
due date of the report.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.85 million
in total assets, $3.31 million in total liabilities and a $451,781
total stockholders' deficit.


TALON THERAPEUTICS: Posts $40.5-Mil. Net Income in 3rd Quarter
--------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $40.49 million for the three months ended Sept. 30,
2012, compared with a net loss of $706,000 for the same period a
year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $50.79 million, compared with a net loss of
$17.17 million for the same period during the prior year.

The Company does not expect to generate any revenue from product
sales or royalties in 2012.  The Company anticipates revenues
beyond 2012 provided it is able to develop and commercialize its
products, license its technology or enter into strategic
partnerships.  If the Company is unsuccessful, its ability to
generate future revenues will be significantly diminished.

The Company's balance sheet at Sept. 30, 2012, showed
$6.61 million in total assets, $57.93 million in total
liabilities, $44.94 million in redeemable convertible preferred
stock, and a $96.25 million total stockholders' deficit.

As of Sept. 30, 2012, the Company had cash and cash equivalents of
$5.6 million.

"FDA accelerated approval of Marqibo (vinCRIStine sulfate LIPOSOME
injection) is Talon's most important achievement to date," stated
Steven R. Deitcher, M.D., president, chief executive officer and
Board Member of Talon.  "The patient population Marqibo will be
serving is in need of new treatment options.  We are in the
process of evaluating a number of paths to commercialize Marqibo,
including a potential strategic transaction, licensing agreement,
or a Talon launch."

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

                        http://is.gd/Rys8hW

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TITANIUM GROUP: Zili Sells 20MM Restricted Shares to Snow Hill
--------------------------------------------------------------
Zili Industrial Co Limited, Snow Hill Developments Limited,
Titanium Group Ltd., and Cancare Investment limited, entered into
a Share Exchange Agreement, wherein Zili agrees to sell to Snow
Hill 20,000,000 restricted shares of the common stock, $0.01 par
value, representing in aggregate of 20% of the total issued and
outstanding shares of Titanium owned by Zili in Titanium in
exchange for 2,500,000 shares of Cancare Investment representing
in aggregate 20% of the total issued and outstanding equity
securities of Cancare Investment owned by Snow Hill in Cancare
Investment, a Hong Kong company unrelated to Titanium.  Concurrent
with the share exchange transaction, Zili transferred the
remaining 17,700,000 shares of common stock it held in the Company
to Huabao Asia Limited, representing in aggregate 17.7% of the
issued and outstanding shares of the Company's common stock.

Prior to the transactions, Huabao held an approximately in
aggregate 52.63% shares of the outstanding common stock of the
Company.  The transferred shares from Zili to Huabao constitutes
approximately 17.7% of the issued and outstanding shares of the
Company's common stock, resulting in Huabao holding approximately
70.33% of the Company's issued and outstanding shares of common
stock.  The Transferred shares from Zili to Snow Hill constitutes
approximately 20% of the issued and outstanding shares of the
Company's common stock, resulting in Snow Hill holding
approximately 20% of the Company's issued and outstanding shares
of common stock post the transaction.

A copy of the Stock Exchange Agreement is available at:

                        http://is.gd/T0Z5Sb

                        About Titanium Group

Wanchai, Hong Kong-based Titanium Group Limited, through its
wholly owned subsidiary Shenzhen Kanglv Technology Ltd., is
engaged in the manufacture and sales of electronic cable products
in the PRC.  Shenzhen Kanglv's principal products are various
types of computer cables, such as HDMI, DVI, VGA and USB cables,
as well as electric power cables.

The Company's balance sheet at June 30, 2012, showed US$6.84
million in total assets, US$6.89 million in total liabilities and
a US$50,933 total stockholders' deficit.

"The continuation of the Group as a going concern through June 30,
2013, is dependent upon the continuing financial support from its
stockholders," the Company said in its quarterly report for the
period ended June 30, 2012.  "Management believes, the existing
majority stockholders will provide the additional cash to meet
with the Company's obligations as they become due.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern."


TITANIUM GROUP: Delays Form 10-Q for Third Quarter
--------------------------------------------------
Titanium Group Limited notified the U.S. Securities and Exchange
Commission that the compilation, dissemination and review of the
information required to be presented in its quarterly report on
Form 10-Q for the quarterly period ended Sept. 30, 2012, has
imposed time constraints that have rendered timely filing of the
Form 10-Q impracticable without unreasonable effort and expense.

                        About Titanium Group

Wanchai, Hong Kong-based Titanium Group Limited, through its
wholly owned subsidiary Shenzhen Kanglv Technology Ltd., is
engaged in the manufacture and sales of electronic cable products
in the PRC.  Shenzhen Kanglv's principal products are various
types of computer cables, such as HDMI, DVI, VGA and USB cables,
as well as electric power cables.

The Company's balance sheet at June 30, 2012, showed US$6.84
million in total assets, US$6.89 million in total liabilities and
a US$50,933 total stockholders' deficit.

"The continuation of the Group as a going concern through June 30,
2013, is dependent upon the continuing financial support from its
stockholders," the Company said in its quarterly report for the
period ended June 30, 2012.  "Management believes, the existing
majority stockholders will provide the additional cash to meet
with the Company's obligations as they become due.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern."


TN-K ENERGY: Incurs $79,600 Net Loss in Third Quarter
-----------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $79,611 on $53,647 of total revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $149,245 on $258,585
of total revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $4.11 million on $1.84 million of total revenue,
compared with net income of $1.88 million on $846,065 of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.70
million in total assets, $4.03 million in total liabilities and a
$1.32 million total stockholders' deficit.

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

                        http://is.gd/00Wxb2

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

After auditing the 2011 results, Sherb & Co., LLP, in New York,
expressed substantial doubt about the Company's ability to
continue as a going.  The independent auditors noted that the
Company has incurred recurring operating losses and will have to
obtain additional financing to sustain operations.

The Company's balance sheet at June 30, 2012, showed $2.75 million
in total assets, $3.99 million in total liabilities and a $1.24
million total stockholders' deficit.


TONGJI HEALTHCARE: Delays Form 10-Q for Third Quarter
-----------------------------------------------------
Tongji Healthcare Group, Inc., has encountered a delay in
assembling the information for its financial statements for the
quarter ended Sept. 30, 2012, required to be included in its
Sept. 30, 2012, Form 10-Q quarterly report.  The Company expects
to file its Sept. 30, 2012, Form 10-Q with the U.S. Securities and
Exchange Commission within five calendar days of the prescribed
due date.

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

As reported in the TCR on April 18, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Tongji
Healthcare Group's ability to continue as a going concern,
following the Company's results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has negative
working capital of $9.8 million, an accumulated deficit of
$581,741, and a stockholders' deficit of $5,161 as of Dec. 31,
2011.

The Company's balance sheet at June 30, 2012, showed
$13.7 million in total assets, $13.8 million in total liabilities,
and a stockholders' deficit of $133,691.


TTM TECHNOLOGIES: S&P Ups CCR to 'BB' on Stabilizing End Markets
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Costa Mesa, Calif.-based TTM Technologies Inc. to 'BB'
from 'BB-'. The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's convertible notes due 2015 to 'BB' from 'BB-'. The
recovery rating of '4' is unchanged and indicates our expectation
of average (30%  to  50%) recovery in the event of payment
default," S&P said.

"The upgrade reflects our view that the company's networking and
computing end markets, which are down 23% and 15%, respectively,
in 2012, will stabilize in 2013 and that smartphone and tablet
programs will deliver high-margin revenue growth, resulting in
leverage in the mid- to high-2x area," said Standard & Poor's
credit analyst Christian Frank.

"The ratings reflect our view of TTM's 'weak' business risk
profile marked by cyclical end market demand, a fragmented and
competitive PCB manufacturing industry, meaningful customer
concentration, and rising labor costs. These weaknesses are
partially offset by expected strong demand from smartphone and
tablet programs, leading to a more profitable product mix, diverse
end markets, and the company's 'significant' financial risk
profile with a track record of leverage below 3x," S&P said.

TTM is a PCB manufacturer serving networking, computing, defense,
and cellular end markets focusing on products with high
manufacturing complexity. Its eight Asian facilities, which make
up about 60% of revenue, support the company's smartphone, tablet,
computing, and networking programs, and its seven U.S. facilities
support aerospace and defense, high-end computing, and networking
programs. The company is the leading PCB maker in the Americas
with market share in the midteens and the sixth leading supplier
globally with market share in the low-single-digits. Key customers
are Apple, Cisco, Ericsson, Huawei, IBM, Juniper, and ZTE.

"The stable outlook reflects our expectation that the company's
networking and computing end markets will stabilize in 2013 and
that smartphone and tablet programs will lead to EBITDA expansion,
resulting in modest deleveraging. In our view, the possibility of
an upgrade is limited because of the company's competitive and
cyclical industry conditions. Alternatively, we could lower the
rating if further declines in the company's end markets, pricing
pressure from customers, or higher labor costs cause EBITDA to
decline, or if the company pursues debt-financed acquisitions,
resulting in leverage above 3x on a sustained basis," S&P said.


UNILAVA CORP: Delays Form 10-Q for Third Quarter
------------------------------------------------
Unilava Corporation was unable, without unreasonable effort and
expense, to prepare the financial statements in sufficient time to
allow the timely filing of its quarterly report on Form 10-Q for
the period ended Sept. 30, 2012.

                    About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

In its audit report accompanying the financial statements for
fiscal 2011, De Joya Griffith & Company, LLC, in Henderson,
Nevada, noted that the Company has suffered losses from
operations, which raises substantial doubt about its ability to
continue as a going concern.


UNITED CONTINENTAL: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on United Continental Holdings Inc. (UCHI). "We
raised our issue ratings on the company's senior unsecured debt
and second-lien secured debt to 'B', equal to the corporate credit
rating, from 'B-'. We revised our recovery rating on that debt to
'4', indicating our expectation of average (30%-50%) recovery in a
default scenario, from '5'. Although we do not assign recovery
ratings to airport revenue bonds, we raised our issue ratings to
'B' from 'B-' on airport revenue bonds that we classify as
equivalent to senior unsecured debt. We also raised or lowered our
issue ratings on selected enhanced equipment trust certificates,
based on our assessment of changes in collateral coverage," S&P
said.

Chicago, Ill.-based United Continental Holdings Inc., parent of
United Air Lines Inc. and Continental Airlines Inc. (each rated
B/Stable/--), has reported weaker earnings this year than in 2011
because of merger-related costs and integration problems, as well
as higher fuel costs. "We expect the company to report a net loss,
after substantial merger-related special charges, of several
hundred million dollars, but to return to profitability next
year," said Standard & Poor's credit analyst Philip Baggaley.

S&P's base-case scenario assumptions include:

-- U.S. real GDP growth of 2.1% in 2012 and 2.3% in 2013;
    Crude oil (WTI) averages about $94 this year and $89 next
    year, with crack spreads and other costs that result in jet
    fuel costs of $3.20-$3.30 per gallon this year and $3.00-$3.10
    in 2013;

-- Consolidated capacity (available seat miles) shrinks about
    1.3% this year and another 1% next year;

-- Passenger revenues per available seat mile rise 1.6%-1.8% this
    year and about 2% next year as the company works through some
    of its merger-related operational problems but the economy
    remains soft; and

-- Non-fuel operating cost per available seat mile rises close to
    3% this year and another 3% in 2013 (not including the effect
    of mostly merger-related special charges).

In this scenario, S&P projects these key credit measures:

-- EBITDA interest coverage of 1.3x-1.5x this year (well below
    the 2.4x generated in 2011), recovering to about 2x next year;
    Funds flow to debt of 9%-10% this year (compared with 13% in
    2011), and 11%-12% in 2013;

-- Debt to EBITDA rising to 8.5x-9.0x in 2012, from 6.2x last
    year, before recovering to about 6.5x in 2013; and

-- S&P also considers debt to EBITDAR because of airlines' heavy
    use of leasing, and that measure is not as highly leveraged:
    4.6x in 2011, 5.5x-6.0x this year, and it expects 4.5x-5.0x
    next year.

"These credit measures, though below our previous expectations,
are acceptable for the rating, particularly given that we expect
revenue synergies from the merger of United and Continental to
build over time, though labor costs will also rise. We base our
corporate credit ratings (CCRs) on  United Continental and its
subsidiaries on the consolidated credit profile of the parent
company. Our ratings reflect United Continental's substantial debt
and lease burden, and  risks associated with participation in the
volatile U.S. airline industry. The company's substantial market
position as the largest U.S. airline with a broad route network is
a positive. Under our criteria, we categorize UCHI's business risk
profile as 'weak,' its financial profile as 'highly leveraged,'
and its liquidity as 'adequate,'" S&P said.

"Our rating changes on selected enhanced equipment trust
certificates (EETCs) are based on trends in collateral value that
are outside of our previous expectations for the affected issues.
The upgrades were mostly on older EETCs that have paid down debt
more rapidly than the collateral aircraft value declined.
However, in the case of several senior certificates secured by
regional jets, we raised the ratings to 'B' from 'B-' not because
of positive trends in the values of those planes, but rather
because we raised the senior unsecured debt ratings of United
Continental and its airline subsidiaries," S&P said.

"Although we do not assign recovery ratings to enhanced equipment
trust certificates, secured creditors are entitled to a senior
unsecured claim for any shortfall in the value of their collateral
relative to what they are owed, and we accordingly equalized our
issue ratings on these certificates with our revised senior
unsecured ratings. The downgrades were mostly of more recent
EETCs, where collateral aircraft values (including current
technology planes that were about 10 years old when refinanced
through these EETCs) have fallen faster than we previously
expected. Our review of United and Continental EETCs included
enhanced aircraft notes issued by special purpose entity Air 2 US
LLC, which leases A320-200 aircraft to United. We affirmed the
existing 'BB' rating on the Class A notes and 'B-' rating on the
Class B notes," S&P said.

"The outlook is stable. We don't expect to change our CCRs on
United Continental or its subsidiaries over the next year.
However, we could raise our ratings if strong earnings and faster-
than-expected achievement of merger synergies allows the
consolidated entity to generate adjusted FFO to debt consistently
at least in the mid-teens percent area. On the other hand, we
could lower our ratings if financial results deteriorate such that
FFO to debt falls into the mid-single-digit percentage area. This
could happen in adverse industry conditions, possibly resulting
from a major recession or much-worse-than-anticipated merger
integration problems," S&P said.


UNIVERSITY GENERAL: Reports $1.9-Mil. Net Income in 3rd Quarter
---------------------------------------------------------------
University General Health Systems, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income attributable to the Company of $2.59
million on $36.02 million of total revenues for the three months
ended Sept. 30, 2012, compared with net income of $1.04 million on
$20.65 million of total revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income attributable to the Company of $7.82 million on $84.18
million of total revenues, compared with net income attributable
to the Company of $377,946 on $53.98 million of total revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $140.67
million in total assets, $128.38 million in total liabilities and
$3.79 million in series C, convertible redeemable preferred stock,
and $8.49 million in total equity.

"The third quarter reflects continued positive quarter-on-quarter
growth, which we believe validates our physician-centric,
integrated, diversified regional delivery system and lays a
foundation for further expansion in the Houston area and
replication in other markets," concluded Sapaugh.

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

                        http://is.gd/BJs0qa

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.


UTSTARCOM INC: Incurs $20.7 Million Net Loss in Third Quarter
-------------------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $20.76 million on
$40.32 million of net sales for the three months ended Sept. 30,
2012, compared with net income of $7.55 million on $83.29 million
of net sales for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $27.93 million on $143.45 million of net sales,
compared with net income of $8.31 million on $237.11 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.

A copy of the press release is available for free at:

                        http://is.gd/XQbUSN

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.


VANGUARD NATURAL: S&P Hikes CCR to B+; Sr. Unsec. Debt Rating B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Vanguard Natural Resources LLC (Vanguard)
to 'B+' from 'B'. The outlook is stable.

"We also raised the issue-level rating on the company's senior
unsecured debt to 'B' (one notch lower than the corporate credit
rating) from 'B-'. The recovery rating on this debt remains '5',
indicating our expectation for modest (10% to 30%) recovery in the
event of a payment default," S&P said.

"The upgrade reflects our assessment that Vanguard's business risk
profile has improved," said Standard & Poor's credit analyst Marc
D. Bromberg. "The company's reserves have increased to
approximately 1.1 to 1.2 trillion cubic feet equivalent (Tcfe),
pro forma for recent acquisitions, from 476 Bcfe at the end of
2011. We expect that this growth will benefit production levels,
which we think will average more than 200 MMcfe/d in 2013,
compared with an average of slightly more than 80 MMcfe/d in the
first quarter of 2012. While we expect a majority of this
production to come from natural gas, pricing of which is
relatively weak, Vanguard is very well hedged, meaning that
internally generated cash flows should be relatively stable. We
project that Vanguard will continue to be acquisitive, but we
expect that the company will fund these acquisitions prudently,
such that debt generally represents no more than 50% of the
acquisition cost. The ratings on Vanguard Natural Resources LLC
reflect our view of the company's 'weak' business risk and
'aggressive' financial risk. Its reserve replacement strategy
relies heavily on acquisitions and Vanguard distributes almost all
of its excess cash flow to unitholders. Partially buffering these
weaknesses, the company has a decent hedge book over the next
several years that should mitigate hydrocarbon volatility, a high
percentage of lower-risk proved developed reserves, and modest
capital spending requirements. We consider the company's liquidity
to be 'adequate,'" S&P said.

Vanguard is a limited liability company. However, it resembles a
master limited partnership (MLP) in several ways. Vanguard pays
out nearly all available cash flows to unitholders on a quarterly
basis, and we believe that its equity investors typically value
the company on a yield basis - meaning that management could be
particularly reluctant to curtail the distribution. Unlike the
typical MLP structure, there is neither a general partnership
interest nor incentive distribution rights.

"The stable outlook reflects our expectation that Vanguard will
fund its acquisitions prudently, such that debt generally
represents no more than 50% of the acquisition cost. We also
expect the company to continue to hedge nearly all future
production, enabling it to maintain adequate liquidity. If this
occurs, we foresee Vanguard's run rate leverage in the 3.5x area,
which we consider appropriate for the current rating. We could
lower the rating if leverage is likely to breach 4.25x on a run
rate basis, which could occur if the company funds acquisitions
such that debt represents more than 50% of the acquisition cost or
if the company's production fails to meet our expectations," S&P
said.

"We consider an upgrade unlikely over the next 12 months given our
assessment of Vanguard's modest internal growth prospects," S&P
said.


VAUGHAN CO: Court Nixes Summary Judgment Bids Over Saul Ewing Fund
------------------------------------------------------------------
Bankruptcy Judge James S. Starzynski denied motions for summary
judgment in the complaint filed by Yvette Gonzales, the Chapter 7
for the estate of Douglas F. Vaughan, against Saul Ewing, LLP,
Robert L. Turner, and Judith A. Wagner, the Chapter 11 Trustee of
the bankruptcy estate of the Vaughan Company, Realtors.  The
Complaint seeks turnover of the $200,000 in trust funds held by
Saul Ewing, claiming that they are property of Douglas Vaughan's
Chapter 7 estate.  The funds were on deposit in Saul Ewing's
attorney trust account held on behalf of Mr. Vaughan.  Ms. Wagner
and Mr. Turner assert claims to the funds.  Ms. Wagner also
asserts a cross-claim against Mr. Turner alleging he received a
preferential transfer from VCR, and seeks to avoid it and recover
it for the VCR estate.

Mr. Turner is an individual residing and doing business in
Bernalillo County, New Mexico.  It has been alleged that Mr.
Turner and Mr. Vaughan were long-standing friends.  During the
period of May 2009 through February 2010, Mr. Vaughan borrowed
funds from Mr. Turner on a monthly basis in amounts totaling
$3,650,000 in a series of 11 transactions. Mr. Turner wrote a
check to VCR for "legal fees" and asserted a claim for $300,000.

A copy of the Court's Nov. 15 Memorandum Opinion is available at
http://is.gd/xd4HQ6from Leagle.com.

                        About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VICTORY ENERGY: Incurs $868,000 Net Loss in Third Quarter
---------------------------------------------------------
Victory Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $868,093 on $77,035 of revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $765,134 on
$90,570 of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $6.27 million on $209,151 of revenue, compared with a
net loss of $2.66 million on $253,794 of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.69
million in total assets, $259,886 in total liabilities and $1.43
million in total stockholders' equity.

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


                         http://is.gd/gVcQjK

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.


VUZIX CORP: Delays Form 10-Q for Third Quarter
----------------------------------------------
Vuzix Corporation was unable to file its report on Form 10-Q for
the calendar quarter ended Sept. 30, 2012, on or before the
required due date, because it was unable prepare the financial
statements required in that Report without unreasonable effort or
expense.

Specifically, on June 15, 2012, the Company sold a significant
portion of its assets and business to an unrelated third party.
Determination of the accounting treatment for that transaction,
which had a material effect on the Company's financial statements
for the calendar quarter ended Sept. 30, 2012, delayed the
completion of the Company's financial statements for that Quarter.
Those financial statements could not have been prepared in order
to file the Company's Report on Form 10-Q for the calendar quarter
ended Sept. 30, 2012, on or before the required due date without
unreasonable effort or expense.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

The Company's balance sheet at June 30, 2012, showed $3.88 million
in total assets, $7.60 million in total liabilities and a $3.72
million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


VYCOR MEDICAL: Incurs $792,000 Net Loss in Third Quarter
--------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $792,109 on $220,121 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $1.14 million on
$231,278 of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.37 million on $918,108 of revenue, compared with a
net loss of $3.92 million on $518,731 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.69
million in total assets, $3.86 million in total liabilities and a
$1.17 million total stockholders' deficit.

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

                        http://is.gd/v57dDq

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company reported a net loss of $4.77 millionin 2011, compared
with a net loss of $1.98 million in 2010.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 annual results.  The independent
auditors noted that the Company has incurred a loss since
inception, has a net accumulated deficit and may be unable to
raise further equity.


VYSTAR CORP: Incurs $577,800 Net Loss in Third Quarter
------------------------------------------------------
Vystar Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $577,866 on $95,553 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $580,200 on $71,651 of
revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.84 million on $240,000 of revenue, compared with a
net loss of $2.90 million on $316,582 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $1.31
million in total assets, $2.57 million in total liabilities and a
$1.25 million total stockholders' deficit.

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

                        http://is.gd/4YEbco

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.


WAXESS HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter
--------------------------------------------------------------
AirTouch Communications, Inc., fka Waxess Holdings, filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss of $1.85 million on $1.03 million
of net revenue for the three months ended Sept. 30, 2012, compared
with a net loss of $2.22 million on $0 of net revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $6.90 million on $1.80 million of net revenue,
compared with a net loss of $6.56 million on $477,217 of net
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$4.05 million in total assets, $2.87 million in total liabilities
and $1.18 million in total stockholders' equity.

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

                       http://is.gd/cQMqD3

                      About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company reported a net loss of $9.41 million for the year
ended Dec. 31, 2011, compared with a net loss of $4.85 million
during the prior year.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Anton & Chia, LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has sustained accumulated losses
from operations totaling approximately $16 million at Dec. 31,
2011.


WIZARD WORLD: Posts $1.7 Million Net Income in Third Quarter
------------------------------------------------------------
Wizard World, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.70 million on $2.79 million of convention revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.39 million on $1.43 million of convention revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.28 million on $5.17 million of convention revenue,
compared with a net loss of $2.11 million on $3.07 million of
convention revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.58
million in total assets, $6.78 million in total liabilities and a
$4.19 million total stockholders' deficit.

"As reflected in the accompanying consolidated financial
statements, the Company had an accumulated deficit at
September 30, 2012, and had a net loss for the interim period then
ended.  These factors raise substantial doubt about the Company's
ability to continue as a going concern."

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

                        http://is.gd/MuJzgQ

                        About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.


WORLD SURVEILLANCE: Agrees to Cancel Shares Issuances to Execs.
---------------------------------------------------------------
World Surveillance Group Inc. entered into an agreement with Glenn
D. Estrella, the Company's president and chief executive officer,
W. Jeffrey Sawyers, the Company's chief financial officer and
treasurer, and Barbara M. Johnson, the Company's vice president,
general counsel and secretary, whereby the parties mutually agreed
to rescind the issuances of certain shares of common stock, par
value $0.00001 per share, of the Company that had been issued to
Mr. Estrella, Mr. Sawyers and Ms. Johnson, respectively, during
2012 or which shares had vested in 2012.

On Nov. 13, 2012, Mr. Estrella, Mr. Sawyers and Ms. Johnson
received options to purchase certain shares of Common Stock at an
exercise price of $0.023 per share, which was the closing price of
the Company's Common Stock on the date the Company's Board of
Directors approved the issuance of the options, pursuant to
certain option agreements.  The options are fully vested and are
exercisable until the earlier of seven years from the effective
date of the options or 90 days after the termination of their
respective employment with the Company.

No underwriting discounts or commissions were paid in connection
with any of the above agreements or securities issuances.

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $1.12 million in 2011, compared
with a net loss of $9.79 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.95 million
in total assets, $15.73 million in total liabilities and a $12.78
million total stockholders' deficit.

                         Bankruptcy Warning

The Company's indebtedness at June 30, 2012, was $15,706,655.  A
portion of those indebtedness reflects judicial judgments against
the Company that could result in liens being placed on the
Company's bank accounts or assets.  The Company is reviewing its
ability to reduce this debt level due to the age or settlement of
certain payables but the Company may not be able to do so.  This
level of indebtedness could, among other things:

     * make it difficult for the Company to make payments on this
       debt and other obligations;

     * make it difficult for the Company to obtain future
       financing;

     * require the Company to redirect significant amounts of cash
       from operations to servicing the debt;

     * require the Company to take measures such as the reduction
       in scale of the Company's operations that might hurt the'
       Company's future performance in order to satisfy its debt
       obligations; and

     * make the Company more vulnerable to bankruptcy or an
       unwanted acquisition on terms unsatisfactory to the
       Company.

After auditing the 2011 results, Rosen Seymour Shapss Martin &
Company LLP, in New York, expressed substantial doubt about World
Surveillance's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
significant losses and negative cash flows, resulting in decreased
capital and increased accumulated deficits.


WOUND MANAGEMENT: Incurs $1.4 Million Net Loss in Third Quarter
---------------------------------------------------------------
Wound Management Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.39 million on $360,245 of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $337,837 on $133,841 of revenue for the same period during
the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.14 million on $734,191 of revenue, compared with a
net loss of $7.58 million on $1.29 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.76
million in total assets, $6.36 million in total liabilities and a
$3.60 million deficit.

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

                        http://is.gd/PseosJ

                       About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses and has a working capital
deficit.


XERIUM TECHNOLOGIES: S&P Revises Outlook on 'B' CCR to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Raleigh,
N.C.-based paper product manufacturer Xerium Technologies Inc.'s
corporate credit rating to negative from stable.  At the same
time, S&P affirmed the ratings on the company, including the 'B'
corporate credit rating.

"The negative outlook reflects our expectation that weak end
markets, especially in Europe where Xerium generates about 30% of
its revenues, are likely to continue to pressure Xerium's
operating performance in 2013," said Standard & Poor's credit
analyst Sarah Wyeth. "We believe volumes are tied to GDP growth,
and we expect GDP in the eurozone to contract 0.8% in 2012 and be
flat in 2013. Despite cost reductions and relatively better demand
in Asia and America, the company may not be able to maintain a
comfortable level of headroom over its financial covenants if
European markets do not stabilize."

S&P forecast also assumes:

-- GDP growth in the U.S. of 2.1% in 2012 and 2.3% in 2013;
    Mid-single-digit contraction in Xerium's top line in 2012 and
    no growth in 2013;

-- High-teens EBITDA margin; and

-- Annual capital expenditures of about $30 million.

The ratings also reflect S&P's view of Xerium's "weak" business
risk profile and "highly leveraged" financial risk profile. "The
business risk profile takes into account the company's continued
presence in the cyclical and competitive market for papermaking
products, limited end-user industry diversification, and our
expectation that structurally weak medium-term demand in mature
markets will likely continue to pressure prices for the company's
products. In our view, Xerium's relatively variable cost
structure, sound margins, and fair geographic diversification
partly offset these weaknesses. Xerium's geographic
diversification should enable it to benefit from more positive
industry fundamentals in emerging markets," S&P said.

"The company generated revenues of $550 million in the 12 months
ended Sept. 30, 2012. Xerium operates in two business segments:
clothing, in the form of synthetic textile belts that transport
paper through papermaking machines, and roll covers, which provide
covering surface for large steel cylinders between which paper
travels. Clothing represents roughly 65% of revenue, and roll
covers make up the remainder. These consumables will continue to
play key roles in converting raw material into paper, and we
expect customers to continue to prefer local, long-standing
suppliers that they believe are reliable. The company has
indicated that it derives about two-thirds of its sales from
products customers use in the production of high-growth paper
grades such as tissue, containerboard, and specialty paper.
Newsprint and printing paper grades represent the remaining sales;
these are experiencing low growth or contraction," S&P said.

"We expect the long-term shift of global production to Asia to
continue, and, in our view, this could cause production volumes in
North America and Europe to remain subdued. As a result, we
believe pricing, although not the key buying decision (given the
product's critical nature and its low cost compared with the total
cost of papermaking), will remain highly competitive in these
markets. Xerium derives about 28% of its sales from Asia-Pacific
and South America, and it should benefit from higher growth rates
in these regions. However, the company does not currently have
paper-machine clothing production facilities in China, and this
could constrain its ability to capitalize on growth trends in this
large market," S&P said.

Xerium's adjusted operating margin (before depreciation and
amortization), at about 17% in the 12 months ended Sept. 30, 2012,
has declined from about 21% last year because of lower volumes in
Europe. "In our view, paper mill closures, industry consolidation,
and limited pricing power are likely to continue to pressure
Xerium's margins. However, we believe the company's restructuring
actions should enable it to prevent further decline in margins.
The company held margins in the high teens when revenue contracted
by more than 20% in 2009," S&P said.

"The capital structure reflects what we consider to be a highly
leveraged financial risk profile. Leverage, measured by adjusted
total debt to EBITDA, was about 5.5x as of Sept. 30, 2012. For the
rating, we expect total debt to EBITDA of 5x-6x. In our view,
stable operating margins should contribute cash flow sufficient
enough to cover capital expenditures and working capital
requirements and also to support modest debt reduction. The
ratings do not account for large, debt-financed acquisitions, and
such acquisitions could result in our reviewing the ratings for a
possible downgrade of the company," S&P said.

"The outlook is negative. We could lower the ratings if EBITDA
declines and the company does not reduce its debt, which could
result in limited EBITDA headroom over its financial covenants.
Factors that could contribute to such a scenario would be
continued global economic weakness, increased pricing pressures,
and adverse foreign exchange movements. We could revise the
outlook to stable if operations stabilize and we expect the
company to maintain headroom of at least 15% over its covenants,"
S&P said.


YELLOWSTONE MOUNTAIN: Dist. Court Rejects Disqualification Bid
--------------------------------------------------------------
Timothy L. Blixseth failed to convince the district court in
Butte, Montana, on his bid to disqualify the Honorable Ralph B.
Kirscher, United States Bankruptcy Judge, in the Chapter 11
bankruptcy In re Yellowstone Mountain Club, LLC, Cause No.
08-61570-11, and in five related adversary proceedings.  Judge
Kirscher denied the disqualification motions on Feb. 25, 2011. Mr.
Blixseth moved for reconsideration, which Judge Kirscher denied on
July 26, 2011.  At the district court level, District Judge Sam E.
Haddon held that "no showing of bias, or prejudice or any lack of
impartiality by Judge Kirscher has been demonstrated. Rather,
dispassionate assessment reveals that extraordinary consideration
was accorded Blixseth and his position throughout the
proceedings."

The case before the District Court is, TIMOTHY L. BLIXSETH,
Appellant, v. YELLOWSTONE MOUNTAIN CLUB, LLC; CREDIT SUISSE; AD
HOC GROUP OF CLASS B UNIT HOLDERS; CIP SUNRISE RIDGE OWNER LLC;
ROBERT SUMPTER; NORMANDY HILL CAPITAL LP; MARC S. KIRSCHNER; CIP
YELLOWSTONE LENDING LLC; CROSSHARBOR CAPITAL PARTNERS LLC,
Appellees, No. CV-11-73-BU-SHE (D. Mont.).  A copy of the Court's
Nov. 16, 2012 Memorandum and Order is available at
http://is.gd/T6Jcqzfrom Leagle.com.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, had reported the couple took cash for their
personal use from a $375 million loan arranged by Credit Suisse.
Finances at the club deteriorated thereafter, and the club
eventually went bankrupt, Judge Kirscher found.  Mr. Blixseth was
ordered to pay $40 million to the club's creditors under a
September ruling by Judge Kirscher.  Mr. Blixseth took an appeal
from that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owned the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices, assisted Ms. Blixseth in her restructuring
efforts.  She estimated $100 million to $500 million in assets and
$500 million to $1 billion in debts.  Her case was converted from
a Chapter 11 to a Chapter 7 by Court order entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The club hired FTI Consulting Inc.
and Ronald Greenspan as CRO.  The official committee of unsecured
creditors were represented by Parsons, Behle and Latimer, as
counsel, and James H. Cossitt, Esq., at local counsel.  Credit
Suisse, the prepetition first lien lender, was represented by
Skadden, Arps, Slate, Meagher & Flom.


ZHONG WEN: Delays Form 10-Q for Third Quarter
---------------------------------------------
Zhong Wen International Holding Co., Ltd., is still awaiting its
independent auditor to review its management prepared unaudited
financial statements in order to prepare the Form 10-Q.  For the
foregoing reason, the Company requires additional time in order to
prepare and file its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2012.

The Company does not expect significant changes in its results of
operations and earnings from the corresponding period ended
Sept. 30, 2011.

                          About Zong Wen

Located in Qingzhou, Shandong, People's Republic of China, Zhong
Wen International Holding Co., Ltd., is in the business of
equipment products procurement for the construction industry, and
project consultation for construction projects.

After auditing results for the year ended Dec. 31, 2011,
Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
expressed substantial doubt about Zhong Wen's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered losses from operations and has a net capital
deficiency as of Dec. 31, 2011.

The Company's balance sheet at June 30, 2012, showed $1.47 million
in total assets, $1.55 million in total liabilities, all current,
and a $79,114 total stockholders' deficit.

                        Bankruptcy Warning

The Company estimates that its cash and cash equivalents will fund
its operations through the financial support from the Company's
shareholders.  The Company's shareholders have indicated their
continuing support to enable it to meet its obligations to third
parties as and when they fall due and to continue as a going
concern.  This belief is based on the Company's current cost
structure and its current expectations regarding operating
expenses and anticipated revenues.

"If we are unable to obtain additional funds, we will not be able
to sustain our operations and would be required to cease our
operations and/or seek bankruptcy protection.  Given the difficult
current economic environment, we believe it will be difficult to
raise additional funds and there can be no assurance as to the
availability of additional financing or the terms upon which
additional financing may be available," the Company said in its
quarterly report for the period ended June 30, 2012.


ZOO ENTERTAINMENT: Incurs $188,000 Net Loss in Third Quarter
------------------------------------------------------------
indiePub Entertainment, Inc., formerly Zoo Entertainment, Inc.,
filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $188,000 on
$154,000 of revenue for the three months ended Sept. 30, 2012,
compared witha net loss of $4.09 million on $1.16 million of
revenue for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $2.83 million on $628,000 of revenue, compared with a
net loss of $19.74 million on $8.59 million of revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.94
million in total assets, $7.44 million in total liabilities and a
$5.49 million total stockholders' deficit.

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

                        http://is.gd/i19BTY

                       About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, EisnerAmper LLP, in
Edison, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has both incurred losses and
experienced net cash outflows from operations since inception.


ZYTO CORP: Reports $97,613 Net Income in Third Quarter
------------------------------------------------------
Zyto Corp. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $97,613
on $1.17 million of net revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $28,397 on $993,411 of
net revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $194,467 on $3.66 million of net revenues, compared with
a net loss of $425,787 on $2.97 million of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.22
million in total assets, $3.84 million in total liabilities and a
$2.61 million total stockholders' deficit.

"During the three months ended September 30, 2012 and 2011, we
recognized net income of $97,613 and a net loss of $28,397,
respectively.  During the nine months ended September 30, 2012 and
2011, we recognized net income of $194,467 and a net loss of
$425,787, respectively.

"As of September 30, 2012, and December 31, 2011, our current
liabilities exceeded our current assets by $725,548 and
$1,016,852, respectively.

"These factors raise substantial doubt about our ability to
continue as a going concern."

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

                       http://is.gd/sxdncR

Lindon, Utah-based ZYTO Corp.'s operations consist of the
manufacturing and distribution of biocommunication devices and
software designed to facilitate communication between computers
and the human body.

Hansen, Barnett, & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ZYTO'S ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has an accumulated deficit, and negative working capital.


* Moody's Says Michigan School Districts' Outlook Remains Neg.
--------------------------------------------------------------
After several years of unprecedented fiscal stress from funding
cuts and enrollment declines, the outlook for Michigan school
districts remains negative, says Moody's Investors Service in a
new report. Given the limited ability of some districts to close
funding gaps, additional rating downgrades are possible.

Although state per pupil aid should not decline further, some
districts will continue to face financial challenges in the
absence of stabilized enrollments or increased state aid,
according the new Moody's report "Michigan School Districts Under
Pressure: Outlook Remains Negative."

"We expect the majority of districts to continue to manage
challenges and maintain fiscal stability," says Matthew Butler,
the Moody's analyst who wrote the report. "However, additional
rating downgrades may occur for districts under immense pressure
as well as for those that have exhausted options to cut
expenditures."

Districts with rapidly declining enrollment and waning operating
revenue face the biggest challenges. A small number are dealing
with extremely high rates of declining enrollment with no clear
indication that the trends will reverse soon. Moody's already
rates five of these most pressured districts below investment
grade; they include the Detroit Public Schools and the Pontiac
City School district. Of the 14 school districts rated in the Baa
category and below, seven had negative general fund balances at
the close of FY 2011.

In recent years, rating downgrades among Michigan school districts
have been concentrated in the economically challenged southeast
region of the state, which accounted for nearly 80% of the
downgrades Moody's has taken since January 2009. The area of the
state is comprised mostly of the Detroit metropolitan area.

Statewide, enrollment in Michigan school districts has steadily
declined since fiscal 2004 by an average of 1.3% annually and a
total of 10%. Because school funding in Michigan is provided on a
per-pupil basis, enrollment trends have a direct impact on school
district operating revenues. The decline in enrollment mirrors the
state population trend over the prior decade. Between the 2000 and
2010 census periods, population loss within the under-18 age group
was a substantial 9.7%.

"While some individual districts have benefited from enrollment
gains, many more have experienced enrollment declines on par with,
or in excess of, the statewide trend and are expected to contend
with further declines going forward," says Moody's Butler.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re L & M Creations, Inc.
   Bankr. D. Nev. Case No. 12-22657
     Chapter 11 Petition filed November 10, 2012
         See http://bankrupt.com/misc/nvb12-22657.pdf
         represented by: Neil J. Beller, Esq.
                         E-mail: nbeller@njbltd.com

In re Michael Shults
   Bankr. M.D. Fla. Case No. 12-17138
      Chapter 11 Petition filed November 10, 2012

In re Hands on Healthcare, LLC
   Bankr. S.D. Fla. Case No. 12-37197
     Chapter 11 Petition filed November 11, 2012
         See http://bankrupt.com/misc/flsb12-37197.pdf
         represented by: Donna A. Bumgardner, Esq.
                         Bumgardner & Associates, P.A.
                         E-mail: donnabkclaw@aol.com

In re Abdul Aziz
   Bankr. E.D. Va. Case No. 12-16711
      Chapter 11 Petition filed November 11, 2012

In re Steven Grosvenor
   Bankr. D. Ariz. Case No. 12-24639
      Chapter 11 Petition filed November 13, 2012

In re Heart Tronics Inc.
        aka Signalife Inc.
   Bankr. C.D. Calif. Case No. 12-20002
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/cacb12-20002.pdf
         Filed pro se

   In re Desert Hot Spring Ranch Inc.
      Bankr. C.D. Calif. Case No. 12-20005
        Chapter 11 Petition filed November 13, 2012
            See http://bankrupt.com/misc/cacb12-20005.pdf
            Filed pro se

In re Jack Rosen
   Bankr. C.D. Calif. Case No. 12-47820
      Chapter 11 Petition filed November 13, 2012

In re Walter Bollinger
   Bankr. C.D. Calif. Case No. 12-30038
      Chapter 11 Petition filed November 13, 2012

In re Donna Galante
   Bankr. N.D. Calif. Case No. 12-58139
      Chapter 11 Petition filed November 13, 2012

In re Humberto Silva
   Bankr. N.D. Calif. Case No. 12-33215
      Chapter 11 Petition filed November 13, 2012

In re Roberto Edrosa
   Bankr. N.D. Calif. Case No. 12-49176
      Chapter 11 Petition filed November 13, 2012

In re Lance Sheffield
   Bankr. N.D. Fla. Case No. 12-50537
      Chapter 11 Petition filed November 13, 2012

In re Soo Corporation
        dba Nozumi Restaurant & Blue Ginger Rest
   Bankr. N.D. Ill. Case No. 12-44985
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/ilnb12-44985.pdf
         represented by: Joseph M. Williams, Esq.

In re The Grill 1, Inc.
   Bankr. S.D. Ind. Case No. 12-13393
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/insb12-13393.pdf
         represented by: David R. Krebs, Esq.
                         Hostetler & Kowalik P.C.
                         E-mail: dkrebs@hklawfirm.com

   In re RGG, Inc.
           dba The Grill 2
      Bankr. S.D. Ind. Case No. 12-13393
        Chapter 11 Petition filed November 13, 2012
            See http://bankrupt.com/misc/insb12-13394.pdf
            represented by: David R. Krebs, Esq.
                            Hostetler & Kowalik P.C.
                            E-mail: dkrebs@hklawfirm.com

In re Bucknell Investment Company
   Bankr. W.D. Mich. Case No. 12-90605
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/miwb12-90605p.pdf
         See http://bankrupt.com/misc/miwb12-90605c.pdf
         represented by: Rudolph F. Perhalla, Esq.
                         Perhalla Law Office
                         E-mail: perhallalawoffice@hotmail.com

In re Jindo Management, LLC
   Bankr. D.N.J. Case No. 12-36878
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/njb12-36878p.pdf
         See http://bankrupt.com/misc/njb12-36878c.pdf
         represented by: Michael T. Stewart, Esq.
                         Caruso Pope Edell Picini PC
                         E-mail: mstewart@carusosmith.com

In re Senior Associates Properties LLC
   Bankr. W.D.N.Y. Case No. 12-13488
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/nywb12-13488.pdf
         represented by: Matthew Allen Lazroe, Esq.
                         Law Office of Matthew Allen Lazroe
                         E-mail: lazroebankruptcy@gmail.com

In re John Proctor
   Bankr. E.D.N.C. Case No. 12-088116
      Chapter 11 Petition filed November 13, 2012

In re Mark Thomas
   Bankr. E.D. Tenn. Case No. 12-15906
      Chapter 11 Petition filed November 13, 2012

In re Estate of the Late Dirk Dresselhuizen
   Bankr. D. Vt. Case No. 12-10906
     Chapter 11 Petition filed November 13, 2012
         See http://bankrupt.com/misc/vtb12-10906.pdf
         represented by: Donald Hayes, Esq.
                         Raymond J. Obuchowski, Esq.
                         Obuchowski and Emens-Butler
                         E-mail: don@oeblaw.com
                                 ray@oeblaw.com

In re Jerry Welch
   Bankr. W.D. Wash. Case No. 12-21437
      Chapter 11 Petition filed November 13, 2012
In re James Klay
   Bankr. D. Ariz. Case No. 12-24708
      Chapter 11 Petition filed November 14, 2012

In re Allen Bird
   Bankr. E.D. Ark. Case No. 12-16634
      Chapter 11 Petition filed November 14, 2012

In re Voiceboard Corporation
   Bankr. C.D. Calif. Case No. 12-14206
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/cacb12-14206.pdf
         represented by: Daniel A. Higson, Esq.
                         THE LAW OFFICES OF DANIEL A. HIGSON
                         E-mail: dhigson30@aol.com

In re Sanford Deutsch
   Bankr. C.D. Calif. Case No. 12-20070
      Chapter 11 Petition filed November 14, 2012

In re KEC, INC
        aka KEC-1 INC
   Bankr. C.D. Calif. Case No. 12-48075
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/cacb12-48075.pdf
         Filed as Pro Se

In re Lack/Skinner Enterprises, Inc.
        fdba Big O Tires
        dba Amador Tire & Auto Service
   Bankr. E.D. Calif. Case No. 12-39967
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/caeb12-39967.pdf
         represented by: David C. Johnston, Esq.
                         JOHNSTON & JOHNSTON LAW CORP.

In re Phillips Delivery
   Bankr. E.D. Calif. Case No. 12-39999
      Chapter 11 Petition filed November 14, 2012

In re Charles Ramos
   Bankr. N.D. Calif. Case No. 12-33234
      Chapter 11 Petition filed November 14, 2012

In re Kristina Lisper
   Bankr. N.D. Calif. Case No. 12-33235
      Chapter 11 Petition filed November 14, 2012

In re Tanya Dennis
   Bankr. N.D. Calif. Case No. 12-49185
      Chapter 11 Petition filed November 14, 2012

In re Mohammad Bahae
   Bankr. S.D. Calif. Case No. 12-15171
      Chapter 11 Petition filed November 14, 2012

In re Department of Treasury, Colorado
   Bankr. D. Colo. Case No. 12-33421
     Chapter 11 Petition filed November 14, 2012
         Filed as Pro Se

In re American Wire Corporation
   Bankr. D. Conn. Case No. 12-52038
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/ctb12-52038.pdf
         represented by: Matthew K. Beatman, Esq.
                         ZEISLER AND ZEISLER
                         E-mail: MBeatman@zeislaw.com

In re William McCarthy
   Bankr. D. Conn. Case No. 12-52039
      Chapter 11 Petition filed November 14, 2012

In re New Light Christian Church, Inc.
   Bankr. M.D. Fla. Case No. 12-07402
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/flmb12-07402.pdf
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Scott Marshall
   Bankr. N.D. Ill. Case No. 12-45186
      Chapter 11 Petition filed November 14, 2012

In re Machavelle, LLC
   Bankr. E.D.N.Y. Case No. 12-47860
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/nyeb12-47860.pdf
         represented by: Farrel Donald, Esq.
                         LAW OFFICES OF FARREL DONALD

In re St. Clair Richards
   Bankr. S.D.N.Y. Case No. 12-14592
      Chapter 11 Petition filed November 14, 2012

In re Thomas Lounge, Incorporated
   Bankr. W.D. Pa. Case No. 12-25598
     Chapter 11 Petition filed November 14, 2012
         See http://bankrupt.com/misc/pawb12-25598.pdf
         represented by: Mary Bower Sheats, Esq.
                         FRANK,GALE, BAILS, MURCKO & POCRASS, P.C.
                         E-mail: mbsheats@fbmgg.com

In re Jose Sosa Barbosa
   Bankr. D.P.R. Case No. 12-09090
      Chapter 11 Petition filed November 14, 2012

In re Alec Olsen
   Bankr. W.D. Wash. Case No. 12-21448
      Chapter 11 Petition filed November 14, 2012

In re Steven Hanson
   Bankr. D. Ariz. Case No. 12-24833
      Chapter 11 Petition filed November 15, 2012

In re Mark Shubert
   Bankr. N.D. Calif. Case No. 12-58227
      Chapter 11 Petition filed November 15, 2012

In re Robert Hall
   Bankr. D.C. Case No. 12-00753
      Chapter 11 Petition filed November 15, 2012

In re Party Barn, Inc.
   Bankr. M.D. Fla. Case No. 12-07432
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/flmb12-07432.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-mail: jason@jasonaburgess.com

In re Comercializadora De Productos Tecnologicos CPT Colombia SAS
   Bankr. S.D. Fla. Case No. 12-37560
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/flsb12-37560.pdf
         represented by: Robert A. Schatzman, Esq.
                         GrayRobinson, P.A.
                         E-mail:
                         robert.schatzman@gray-robinson.com

In re GK Management Partners, Inc.
   Bankr. N.D. Ga. Case No. 12-23946
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/ganb12-23946.pdf
         represented by: Laura E. Woodson, Esq.
                         Scroggins & Williamson
                         E-mail: lwoodson@swlawfirm.com

In re Forte II, LLC
   Bankr. D. Nev. Case No. 12-22790
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/nvb12-22790.pdf
         represented by: Boris A. Avramski, Esq.
                         Avramski Law, PC
                         E-mail: bkhelpvegas@yahoo.com

In re Paul Aquino
   Bankr. D. Nev. Case No. 12-22792
      Chapter 11 Petition filed November 15, 2012

In re Vameershala Davis
   Bankr. E.D.N.Y. Case No. 12-47888
      Chapter 11 Petition filed November 15, 2012

In re 920 Wootton Road, LP
   Bankr. E.D. Pa. Case No. 12-20714
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/paeb12-20714.pdf
         represented by: Michael Gumbel, Esq.
                         Bainbridge Law Center
                        E-mail: mgumbel@bainbridgelawcenter.com

In re West Bradford Development Company, LLC
   Bankr. E.D. Pa. Case No. 12-20669
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/paeb12-20669.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'Kelly Ernst Bielli & Wallen
                         E-mail: tbielli@oelegal.com

In re Oak Lawn Memorial Gardens, Inc.
   Bankr. M.D. Pa. Case No. 12-06634
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/pamb12-06634.pdf
         represented by: Lawrence V. Young, Esq.
                         CGA Law Firm
                         E-mail: lyoung@cgalaw.com

In re Mezzanine, Inc.
        dba Normandie Cafe & Bakery
   Bankr. D. Utah Case No. 12-34490
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/utb12-34490.pdf
         represented by: Paul James Toscano, Esq.
                         The Law Office of Paul Toscano, P.C.
                         E-mail: ptoscano@expresslaw.com

In re Padow's Deli, Inc.
   Bankr. E.D. Va. Case No. 12-36583
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/vaeb12-36583.pdf
         represented by: Paula S. Beran, Esq.
                         Tavenner & Beran, PLC
                         E-mail: pberan@tb-lawfirm.com

   In re Padow's Hams & Deli, Inc.
      Bankr. E.D. Va. Case No. 12-36584
        Chapter 11 Petition filed November 15, 2012
            See http://bankrupt.com/misc/vaeb12-36584.pdf
            represented by: Paula S. Beran, Esq.
                            Tavenner & Beran, PLC
                             E-mail: pberan@tb-lawfirm.com

In re BK Alliance Group, Inc.
        dba Bee Jay's Wash-n-Lube
   Bankr. W.D. Wis. Case No. 12-16272
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/wiwb12-16272.pdf
         represented by: Mart W. Swenson, Esq.
                         Laman & Swenson Law Offices
                         E-mail: marts@lamanswensonlaw.com

In re Viking Tool and Mfg. Inc.
   Bankr. W.D. Wis. Case No. 12-16248
     Chapter 11 Petition filed November 15, 2012
         See http://bankrupt.com/misc/wiwb12-16248.pdf
         represented by: Galen W. Pittman, Esq.
                         Galen W. Pittman, S.C.
                         E-mail: galenpittman@centurytel.net

In re Hugo Paulson
   Bankr. D. Ariz. Case No. 12-24935
      Chapter 11 Petition filed November 16, 2012

In re Subodh Bhagat
   Bankr. C.D. Calif. Case No. 12-23211
      Chapter 11 Petition filed November 16, 2012

In re Schram Rod
   Bankr. C.D. Calif. Case No. 12-23241
      Chapter 11 Petition filed November 16, 2012

In re Michelle Truffaut
   Bankr. C.D. Calif. Case No. 12-48230
      Chapter 11 Petition filed November 16, 2012

In re Danielle Frankina
   Bankr. N.D. Calif. Case No. 12-58296
      Chapter 11 Petition filed November 16, 2012

In re Steven Lewark
   Bankr. N.D. Ill. Case No. 12-40788
      Chapter 11 Petition filed November 16, 2012

In re Hani Abdallah
   Bankr. N.D. Ill. Case No. 12-45458
      Chapter 11 Petition filed November 16, 2012

In re Yolanda Gunzel
   Bankr. S.D. Ill. Case No. 12-41397
      Chapter 11 Petition filed November 16, 2012

In re Daniel Durkes
   Bankr. D. Kans. Case No. 12-41832
      Chapter 11 Petition filed November 16, 2012

In re Elias Chahwan
   Bankr. D. Mass. Case No. 12-19111
      Chapter 11 Petition filed November 16, 2012

In re JSH Enterprises, LLC
   Bankr. D. Mass. Case No. 12-31710
     Chapter 11 Petition filed November 16, 2012
         See http://bankrupt.com/misc/mab12-31710.pdf
         Filed as Pro Se

In re Pamela Tschudy
   Bankr. N.D. Ohio Case No. 12-18452
      Chapter 11 Petition filed November 16, 2012

In re United Information Systems Inc.
   Bankr. W.D. Pa. Case No. 12-25637
     Chapter 11 Petition filed November 16, 2012
         See http://bankrupt.com/misc/pawb12-25637.pdf
         represented by: Christopher M. Frye, Esq.
                         STEIDL & STEINBERG
                         E-mail: chris.frye@steidl-steinberg.com

In re Martin Espinosa
   Bankr. M.D. Tenn. Case No. 12-10579
      Chapter 11 Petition filed November 16, 2012

In re Shelbyville Warehouse, LLC
   Bankr. M.D. Tenn. Case No. 12-10602
     Chapter 11 Petition filed November 16, 2012
         See http://bankrupt.com/misc/tnmb12-10602.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Bernard Durbin
   Bankr. W.D. Va. Case No. 12-62618
      Chapter 11 Petition filed November 16, 2012

In re Carl Perry Enterprise, Inc.
   Bankr. N.D. Ga. Case No. 12-78803
     Chapter 11 Petition filed November 17, 2012
         See http://bankrupt.com/misc/ganb12-78803.pdf
         represented by: Howard P. Slomka, Esq.
                         Slomka Law Firm
                         E-mail: ign@slomkalawfirm.com

In re Mustafa Farooqi
   Bankr. N.D. Ill. Case No. 12-45613
      Chapter 11 Petition filed November 17, 2012





                            *********

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, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, 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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