TCR_Public/121123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 23, 2012, Vol. 16, No. 326

                            Headlines

44 CP I: Parkway Bank Can Proceed With Zoning Hearing
4KIDS ENTERTAINMENT: Reports $11.9-Mil. Net Income in 3rd Quarter
501 GRANT STREET: Sheriff Sale for Union Trust Building in January
ADJ INC: Case Summary & 9 Unsecured Creditors
ADVANSOURCE BIOMATERIALS: Incurs $324,000 Net Loss in Sept. 30 Qtr

AFFIRMATIVE INSURANCE: Moody's Lowers IFS Rating to 'Caa1'
ALLY FINANCIAL: Moody's Reviews B1 Sr. Unsec. Rating for Upgrade
AMERICAN LARDER: Salt Restaurant Files for Chapter 11 Bankruptcy
AMPAL-AMERICAN ISRAEL: Incurs $3.3-Mil. Net Loss in 3rd Quarter
ANV SECURITY: Incurs $298,161 Net Loss in Third Quarter

AOXING PHARMACEUTICAL: Incurs $449,000 Net Loss in Sept. 30 Qtr.
APPLIED ENERGETICS: Incurs $366,067 Net Loss in Third Quarter
ATLANTIC COAST: Incurs $1.7-Mil. Net Loss in 3rd Quarter
BALKANI REALTY: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: Revives $30-Bil. Claims vs. JPM and HSBC

BEST BUY: Fitch Lowers Rating on IDR to 'BB-'; Outlook Negative
BEST BUY: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Negative
BLACK ELK: S&P Puts 'CCC+' CCR on Watch on Oil Platform Accident
BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
BLUE SPRINGS: Plan Filing Exclusivity Extended to Feb. 14

BOBIER TOOL: Case Summary & 20 Largest Unsecured Creditors
BRADEN RIVER: Case Summary & 11 Unsecured Creditors
BRIER CREEK: Wants Exclusive Filing Period Extended to Jan. 21
BROWNSTONE LOFTS: Wants Court to Dismiss Case
CENTRAL ENERGY: Incurs $369,000 Net Loss in Third Quarter

CEREPLAST INC: Incurs $10-Mil. Net Loss in Third Quarter
CHINA 3C GROUP: Incurs $4.2-Mil. Net Loss in Third Quarter
CHINA CEETOP.COM: Incurs $151,278 Net Loss in Third Quarter
CHINA ENERGY: Reports $900,600 Net Income in Third Quarter
CHINA FRUITS: Reports $49,340 Net Income in Third Quarter

CHINA GINSENG: Incurs $1.4-Mil. Net Loss in Q1 Ended Sept. 30
CHINA GREEN ENERGY: Incurs $184,700 Net Loss in Third Quarter
CHINA SHOUGUAN: Reports $312,060 Net Income in Third Quarter
CHINA TELETECH: Reports $112,000 Net Income in Third Quarter
CHINA MARKETING: Incurs $602,000 Net Loss in Third Quarter

CHINESEINVESTORS.COM: Incurs $284,000 Net Loss in Sept. 30 Quarter
COLLEGE BOOK: Files Schedules of Assets and Liabilities
COMMUNITY COUNTRY: Day School Files for Bankruptcy
CONSUMER CAPITAL: Incurs $411,000 Net Loss in Third Quarter
CORNETT HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors

CORROZI-FOUNTAINVIEW: Fails to File Plan; Court Dismisses Case
CROSS BORDER: Incurs $606,000 Net Loss in Third Quarter
CYBRDI INC: Incurs $134,800 Net Loss in Third Quarter
CYPRESS OF TAMPA: Case Summary & 4 Largest Unsecured Creditors
DELTA OIL: Incurs $129,600 Net Loss in Third Quarter

DEWEY & LEBOEUF: Collects $4.9-Mil. in Fees During October
DEWEY & LEBOEUF: Has Access to Cash Collateral Until Dec. 2
DEWEY & LEBOEUF: Can Employ E&Y as Tax Services Provider
DEWEY & LEBOEUF: Hearing on Motion to Disband FPC Today
EMERALD PROPERTIES: Case Summary & 10 Unsecured Creditors

ENVISION SOLAR: Incurs $600,600 Net Loss in Third Quarter
FIRST ACCEPTANCE: A.M. Best Affirms 'B' Financial Strength Rating
FIRST NATIONAL: Incurs $6.5-Mil. Net Loss in Third Quarter
FITZLORD INC: Case Summary & 20 Largest Unsecured Creditors
FLURIDA GROUP: Reports $36,600 Net Income in Third Quarter

GENERAL MOTORS: Moody's Affirms 'Ba3' Ratings; Outlook Positive
GENIUS BRANDS: Incurs $720,400 Net Loss in Third Quarter
GEOPETRO RESOURCES: Has Accumulated Deficit of $49.1MM at Sept. 30
GLOBAL CASINOS: Incurs $128,576 Net Loss in Sept. 30 Quarter
GMX RESOURCES: S&P Raises CCR To 'CCC'; Outlook Developing

GRYPHON GOLD: Incurs $1.1-Mil. Net Loss in Sept. 30 Quarter
HAWAII OUTDOOR: Case Summary & 20 Largest Unsecured Creditors
HAWKER BEECHRAFT: Judge Rejects Bid for Speedy Inventory Sale
HOSTESS BRANDS: Adviser Says Customers Interested in Buying Brands
HOSTESS BRANDS: Begins Firings After Wind Down Approved

HOTEL INDIGO: Ownership Group Emerges From Chapter 11 Bankruptcy
HYPERTENSION DIAGNOSTICS: Posts $729,800 Net Loss in Sept. 30 Qtr.
IBIO INC: Incurs $2.1-Mil. Net Loss in Sept. 30 Quarter
IN HOOT: Voluntary Chapter 11 Case Summary
INDEPENDENCE TAX IV: Reports $607,000 Net Income in Sept. 30 Qtr.

INFRAX SYSTEMS: Incurs $594,000 Net Loss in Sept. 30 Quarter
INKSURE TECHNOLOGIES: Incurs $59,000 Net Loss in Third Quarter
INTERNATIONAL HOME: U.S. Trustee Appoints Marcos Colon as Examiner
INVENT VENTURES: Reports $416K Net Loss in Third Quarter
IVEDA SOLUTIONS: Incurs $834,100 Net Loss in Third Quarter

JEFFERSON 28K: Case Summary & 2 Largest Unsecured Creditors
KANSAS CITY SOUTHERN: Moody's Hikes Sr. Unsec. Rating From (P)Ba2
KAR AUCTION: Moody's Says Proposed Amendment Credit Negative
KWF THREE: Chapter 11 Case Summary & 4 Unsecured Creditors
L. K. FAMILY: Voluntary Chapter 11 Case Summary

LAS VEGAS RAILWAY: Incurs $870,020 Net Loss in Sept. 30 Quarter
LBI MEDIA HOLDINGS: Incurs $13.9-Mil. Net Loss in Third Quarter
LENDINGCLUB CORPORATION: Incurs $882,000 Net Loss in Sept. 30 Qtr.
LEWISTOWN HOSPITAL: Moody's Cuts Long-Term Bond Rating to 'Ba1'
LIGHTSQUARED INC: FCC Seeks Comments on Proposal Band Spectrum

LIGHTSQUARED INC: EY LLP May Provide Additional Tax Services
LIGHTSQUARED INC: Negotiates Extension of Lease Decision Period
LIGHTSQUARED INC: LP Lenders Files Redacted Version of Complaint
LYFE COMMUNICATIONS: Incurs $322,500 Net Loss in Third Quarter
METROGAS SA: Had ARS82.6-Mil. Net Loss in First 9 Months of 2012

MOUNT VERNON: Voluntary Chapter 11 Case Summary
NEW BEGINNING: Case Summary & 7 Unsecured Creditors
OAKHURST NATIONAL: Case Summary & Unsecured Creditor
ODYSSEY DIVERSIFIED: Files Schedules of Assets and Liabilities
OPTIMUMBANK HOLDINGS: Incurs $1-Mil. Net Loss in Third Quarter

ORBITAL SCIENCES: Refinancing Plan No Impact on Moody's 'Ba1' CFR
OLD SECOND BANCORP: Reports $120,000 Net Income in Third Quarter
ORLANDO, FL: Fitch Affirms Low-B Rating on TDT Revenue Bonds
PACIFICHEALTH LABORATORIES: Incurs $345,400 Net Loss in 3rd Qtr.
PATRIOT COAL: Claims Recovery Group Buys Claim

PATRIOT COAL: Sierra Liquidity Fund Buys Claims
PATRIOT COAL: Court Extends Exclusive Right to File Plan to May 5
PATRIOT COAL: XL May Pay Defense Costs of Whiting and Schroeder
PB REDELL: Case Summary & 20 Largest Unsecured Creditors
PEREGRINE DEVELOPMENT: U.S. Trustee Wants Chapter 7 Liquidation

PHYSICAL PROPERTY: Incurs HK$101,000 Net Loss in Third Quarter
PMI GROUP: S&P Withdraws 'D' Counterparty Credit Rating
POTOMAC SUPPLY: $10MM AIP Sale Okayed; Unsecureds May Recoup 10%
PROBE MANUFACTURING: Incurs $71,848 Net Loss in Third Quarter
PROVEST REALTY: Voluntary Chapter 11 Case Summary

RADIOSHACK CORP: S&P Lowers CCR to 'CCC+' on Weak Performance
REPUBLIC MORTGAGE: S&P Withdraws 'R' Counterparty Credit Rating
RG STEEL: Court Approves Settlement Agreements With Teamsters
RG STEEL: Court Approves Retention Plan for Key Employees
RG STEEL: Kinder and Pinney Dock Withdraw Motion for Stay Relief

RG STEEL: USW Objects to Retention Plan for 21 Key Employees
RICEBRAN TECHNOLOGIES: Incurs $580,000 Net Loss in Third Quarter
RICHFIELD OIL: Incurs $1.1-Mil. Net Loss in Third Quarter
ROCKDALE RESOURCES: Incurs $523,500 Net Loss in Third Quarter
SAFEGUARD SECURITY: Case Summary & 16 Unsecured Creditors

SAFENET INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
SAN BERNARDINO: Agrees to Mediation With Firefighters Union
SMILE BRANDS: S&P Lowers CCR to 'B-' on Negative Cash Flow
SRY INC: Case Summary & 20 Largest Unsecured Creditors
STILLWATER ASSET: Wants Dismissal of Involuntary Ch 11 Case

STONER AND COMPANY: US Trustee Wins Dismissal of Chapter 11 Case
STORY BUILDING: Case Dismissal Hearing Continued to Dec. 12
SUPERCONDUCTOR TECHNOLOGIES: Incurs $2.3MM Net Loss in 3rd Quarter
TARGET ACQUISITIONS I: Incurs $373,000 Net Loss in Third Quarter
TEXAS INDUSTRIES: S&P Revises Outlook on 'B-' CCR to Stable

THE HALLWOOD GROUP: Incurs $1.1-Mil. Net Loss in Third Quarter
TRAINOR GLASS: Taps Cole Martin to Render Auditing Services
TURBOSONIC TECHNOLOGIES: Had $116K Net Loss in Fiscal 1st Quarter
ULURU INC: Incurs $851,700 Net Loss in Third Quarter
VECTOR GROUP: Moody's Affirms 'B2' CFR/PDR; Outlook Negative

VERMILLION INC: Incurs $2.0-Mil. Net Loss in Third Quarter
VILLAGIO PARTNERS: Court OKs Jimbo Homeyer as Real Estate Agent
VILLAGIO PARTNERS: Marcel, Compass Can Hire Realty Partners
VILLAGIO PARTNERS: Compass Care Taps Colliers Appelt as Broker
VOICESERVE INC: June 30 Form 10-Q Restated to Correct Errors

VOICESERVE INC: Incurs $1.1-Mil. Net Loss in Q2 Ended Sept. 30
WOONSOCKET, RI: Fitch Affirms 'B' Rating on $118-Mil. GO Bonds
ZHONE TECHNOLOGIES: Incurs $4.2-Mil. Net Loss in Third Quarter
ZOOM TELEPHONICS: Incurs $155,000 Net Loss in Third Quarter

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix

                            *********

44 CP I: Parkway Bank Can Proceed With Zoning Hearing
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered an
order granting Parkway Bank & Trust relief from the automatic stay
pursuant to 11 U.S.C. Sec. 362(d)(2) in the Chapter 11 cases of
44 CP I Loan LLC and 44 CP II Loan LLC.  Christopher R. Kaup, the
attorney for Parkway Bank & Trust, sought and obtained a waiver of
the automatic 14-day stay for the limited extent of permitting the
zoning hearing to go forward.  Parkway Bank has a pending motion
to dismiss the Chapter 11 case.

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.  Judge Eileen W. Hollowell
oversees the case.  Mark Winkleman, as chief operating officer,
signed the Chapter 11 petition.  The Debtors are represented by
Cathy L. Reece, Esq., at Fennemore Craig, P.C.


4KIDS ENTERTAINMENT: Reports $11.9-Mil. Net Income in 3rd Quarter
-----------------------------------------------------------------
4Kids Entertainment, Inc., filed its quarterly report on Form 10-
Q, reporting net income of $11.9 million for the 2012 third
quarter, compared to a net loss of $5.3 million in 2011.  Revenue
for the 2012 third quarter was $263,000, compared to $1.7 million
in 2011.

The net income for the 2012 nine month period was $9.7 million,
compared to a net loss of $13.5 million in 2011.  Revenue for the
2012 nine month period was $3.0 million, compared to $6.2 million
in 2011.

Income from continuing operations was $20.4 million for the nine
months ended Sept. 30, 2012, compared to a loss of $2.1 million in
2011.

During the nine months ended Sept. 30, 2012, the Company
recognized a gain on litigation in the amount of $8.0 million
pursuant to the Yu-Gi-Oh! Settlement as well as a gain of
$16.7 million in conjunction with the sale of certain of the
Company's assets pursuant to the Asset Purchase Agreement entered
into on June 24, 2012, among, 4Kids, Saban Bidder, and Konami
Bidder.

The Company's balance sheet at Sept. 30, 2012, showed
$15.8 million in total assets, $12.1 million in total liabilities,
and stockholders' equity of $3.7 million.

A copy of the Form 10-Q is available at http://is.gd/gVGOSD

                     About 4Kids Entertainment

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

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

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

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

On Oct. 5, 2012, the Company filed a disclosure statement with
respect to Debtors' proposed joint plan of reorganization and (ii)
the Debtors' joint plan of reorganization and a motion
establishing deadlines and procedures with respect to the
solicitation of votes on the Plan.  On Oct. 31, 2012, the
Bankruptcy Court approved the Procedures Motion and the Disclosure
Statement and authorized the Debtors to solicit votes on the Plan.
The Debtors formally commenced solicitation in respect of the Plan
in early November 2012.


501 GRANT STREET: Sheriff Sale for Union Trust Building in January
------------------------------------------------------------------
Mark Belko at Pittsburgh Post-Gazette reports the Union Trust
Building, built nearly a century ago by industrialist Henry Clay
Frick, is scheduled for a sheriff sale Jan. 7, 2012, after U.S.
Bankruptcy Judge Judith K. Fitzgerald dismissed a Chapter 11
bankruptcy petition by its owner.

The report notes Judge Fitzgerald dismissed the 501 Grant Street
petition on the Union Trust Building without prejudice, meaning it
can be re-filed with the consent of all owners.

According to the report, Judge Fitzgerald's decision cleared the
way for SA Challenger Inc., which was assigned the building's
mortgage by U.S. Bank, to foreclose on the property.  The building
owner, 501 Grant Street Partners, sought bankruptcy court
protection to avoid a sheriff sale in August.

The report relates SA Challenger initially filed for foreclosure
after Allegheny County Common Pleas Judge Christine Ward ruled
last spring that the owner had defaulted on loan payments.  At the
time, she calculated the amount owed at $41.1 million.  In its
latest filing, SA Challenger is seeking to collect $41.4 million.

The report notes earlier this month, at the lender's request,
Judge Ward appointed the real estate firm CBRE to serve as
receiver for the building, overseeing its operation and management
until the sheriff sale takes place.

According to the report, Judge Ward ruled that 501 Grant Street
Partners could not pay to maintain the property because it no
longer had access to building rents, its only income source.  Even
when it did so, she added, it was unable to manage and service its
debt.

501 Grant Street Partners, LLC, owner of the Union Trust Building,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No.
12-23890) on Aug. 3, 2012, listing under $50,000 in assets and
debts.  Roger M. Bould, Esq., at Keevican Weiss Bauerle & Hirsch,
LLC, serves as the Debtor's counsel.


ADJ INC: Case Summary & 9 Unsecured Creditors
---------------------------------------------
Debtor: ADJ, Inc. a New Mexico Corporation
        dba Baymont Inn & Suites
        1608 E. Santa Fe Ave.
        Grants, NM 87020

Bankruptcy Case No.: 12-14264

Chapter 11 Petition Date: November 20, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: R Trey Arvizu, III, Esq.
                  ARVIZULAW.COM, LTD.
                  P.O. Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: (575) 527-8600
                  Fax: (575) 527-1199
                  E-mail: trey@arvizulaw.com

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

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

A copy of the Company's list of its nine largest unsecured
creditors is available for free at
http://bankrupt.com/misc/nmb12-14264.pdf

The petition was signed by Harpreet Singh, president.


ADVANSOURCE BIOMATERIALS: Incurs $324,000 Net Loss in Sept. 30 Qtr
------------------------------------------------------------------
AdvanSource Biomaterials Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $324,000 on $451,00 of revenues
for the three months ended Sept. 30, 2012, compared with net
income of $38,000 on $848,000 of revenues for the three months
ended Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $717,000 on $916,000 of revenues, compared with a net loss
of $524,000 on $1.2 million of revenues for the six months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $3.3 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $905,000.

A copy of the Form 10-Q is available at http://is.gd/xfv9Sn

Wilmington, Mass.-based AdvanSource Biomaterials Corporation
develops advanced polymer materials which provide critical
characteristics in the design and development of medical devices.
The Company's biomaterials are used in devices that are designed
for treating a broad range of anatomical sites and disease states.


AFFIRMATIVE INSURANCE: Moody's Lowers IFS Rating to 'Caa1'
----------------------------------------------------------
Moody's Investors Service has lowered the insurance financial
strength ratings (IFS) of Affirmative Insurance Company (AIC) and
Insura Property and Casualty Insurance Company (Insura), both
subsidiaries of Affirmative Insurance Holdings, Inc.
(Affirmative), to Caa1 from B3. In the same rating action, Moody's
also confirmed the corporate family rating of Affirmative at Ca
and the senior secured credit rating of its bank credit facility
at Ca. The rating actions conclude a ratings review initiated on
August 22, 2012, and reflect Affirmative's continued weak
operating profitability and deteriorating cash flow position,
despite the resolution of a deficiency with a loss reserve
requirement under the Illinois Insurance Code. The outlook for the
ratings remains negative.

Moody's will also withdraw its rating on Insura as the company was
merged into AIC on November 19, 2012.

Ratings Rationale

According to Moody's, the downgrade of the IFS ratings reflect the
continued poor profitability of the company's regulated insurance
operations. Moody's notes that AIC reported a decline in surplus
of 21% (to $54.7 million) for the first nine months of 2012,
following a 19% decline in 2011. AIC also posted negative
statutory operating cash flows of $49.5 million for the first nine
months of 2012, following negative operating cash flows of $84
million in 2011, while net written premium volume fell by 3.5%
during the first nine months of 2012.

Affirmative Insurance Company (AIC), the lead insurance company of
the group, was deficient under the Illinois Insurance Code by
$18.9 million (at 12/31/11) in the requirement to hold a
qualifying amount of investments relative to loss and loss
adjustment expense reserves. As of September 30, 2012, the company
was in compliance, following several management actions, which
included the consolidation of certain operating subsidiaries into
AIC, the reallocation of certain qualifying investments, and
additional borrowings from its lenders.

The outlook for the ratings remains negative, reflecting continued
heightened operational risks in its insurance business and ongoing
potential to breach loan covenants in the bank credit facility.
Despite now being in compliance with the Illinois Insurance Code,
the company's financial condition remains very weak, given its
negative unassigned surplus position and inability to dividend
funds to the parent without regulatory approval. Overall premium
revenue continues to decline, albeit at a slower pace, however,
written premiums increased for Q3 2012. Given its deteriorating
financial fundamentals, the company exercised the deferral feature
of its trust preferred securities in February 2012 in order to
preserve cash.

During Q3 2012, the company violated the leverage ratio covenant
under its bank credit facility. The company has received a waiver
of the violation from its lenders and amended its existing loan
agreement. The majority of debt service is supported by
unregulated cash flows derived from its insurance services
companies, agent's commissions and premium finance fees, revenue
sources that depend to a meaningful extent on the premium revenues
of the insurance operations. A further deterioration in the health
of the insurance subsidiaries could adversely impact the magnitude
of Affirmative's unregulated cash flows to the holding company.

The following rating was downgraded, with a negative outlook:

  Affirmative Insurance Company -- insurance financial strength
  to Caa1 from B3;

The following rating was downgraded, with a negative outlook and
will be withdrawn:

  Insura Property & Casualty Company -- insurance financial
  strength to Caa1 from B3.

The following rating was confirmed, with a negative outlook:

  Affirmative Insurance Holdings, Inc. -- senior secured bank
  credit facility at Ca; corporate family rating at Ca.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.

Affirmative, based in Addison, TX is a producer and provider of
non-standard personal automobile insurance to consumers in highly
targeted geographic markets. The company offers products in 8
states including Louisiana, Texas, Alabama and Illinois. For the
first nine months of 2012, Affirmative reported revenues of $154.3
million and a net loss of $43.6 million. As of September 30, 2012,
Affirmative's shareholders' deficit was $125 million.


ALLY FINANCIAL: Moody's Reviews B1 Sr. Unsec. Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Ally
Financial Inc. (B1 senior unsecured) and its supported
subsidiaries on review for possible upgrade, while affirming the
Not Prime commercial paper and other short-term ratings assigned
to these entities.

Ratings Rationale

The review of Ally's long-term ratings is based on expected
improvements in the firm's liquidity, capital position and
operating efficiency after it divests non-core operations, makes
further progress lowering funding costs, and reduces exposures to
Residential Capital LLC (ResCap), Ally's mortgage finance
subsidiary now in bankruptcy.

Ally is reducing its operating footprint with the sale of its
international businesses and certain mortgage assets, which will
lead to a leaner enterprise focused on the US auto finance market
where it is strongly positioned. On Nov. 21, Ally announced that
General Motors Financial Company, a subsidiary of General Motors
Corporation, will acquire Ally's Latin American and European
operations as well as its share in a joint venture in China for
$4.2 billion. Ally previously announced sales of its Canadian auto
finance operations for $4.1 billion and Mexican insurance
subsidiary for $865 million. Non-core international and mortgage
operations were about 18% of Ally's consolidated assets of $182.5
billion at the end of the third quarter of 2012.

Ally will use most proceeds from the sales to accelerate paying
back $17.2 billion of capital the US government injected into Ally
during the credit crisis. The US Treasury owns 74% of Ally's
shares and $5.7 billion of mandatorily convertible preferred
stock, which has a 9% dividend. Timing of the sale of US
Treasury's shares in Ally is undetermined and will likely occur in
stages, given the size of the stake. Independent of this, Ally's
own efforts should simplify and reduce its cost of capital and
reduce its reliance on market funding.

"The reduction in Ally's risk weighted assets resulting from the
sales should also strengthen Ally's measures of capital adequacy,"
said Moody's senior analyst Mark Wasden. Ally's Tier 1 common
ratio, which measured 7.33% at September 30, 2012, should increase
materially once the sales are consummated.

Ally's efforts to distance itself from ResCap's contingent
obligations is also progressing. This week, the US Bankruptcy
Court approved the sale of ResCap's mortgage origination and
servicing platforms and whole loan portfolios, further moving the
company toward resolving creditor claims before the court. As part
of ResCap's bankruptcy plan, Ally pledged $750 million of cash in
exchange for a shield against future creditor claims. Moody's
believes that Ally has sufficient capital to absorb additional
costs that could reasonably arise during the ongoing bankruptcy
process.

During the ratings review, Moody's will weigh the anticipated
benefits of Ally's transactions and further ResCap bankruptcy
developments against the associated execution risks. Moody's will
also consider the sustainability of Ally's positioning in the US
auto lending market given the competitive landscape. Moody's is
concerned that the strength of Ally's business proposition, which
relates in part to its significant penetration of inventory
floorplan financing for GM and Chrysler dealers, could be
vulnerable to competitive incursion by lenders with lower cost
funding sources. The further evolution of Ally Bank as a
sustainably low-cost deposit funding platform is therefore also a
key rating consideration. Moody's will also examine the forward
strength of Ally's liquidity and capital positions, as well as the
credit quality and profitability implications of trends in the
company's business mix toward higher volumes of used auto lending
and auto leasing.

Ally Financial Inc. is a provider of automotive financial services
with $182 billion in total assets at September 30, 2012. Ally
Bank, the company's direct banking subsidiary, offers a variety of
savings and checking account products.

The methodology used in this rating was Finance Company Global
Rating Methodology published in March 2012.

On review for possible upgrade:

Ally Financial Inc.:

  Issuer rating, placed on review for possible upgrade, currently
  B1

  Senior unsecured, placed on review for possible upgrade,
  currently B1

  Senior unsecured Medium-Term Note program, placed on review for
  possible upgrade, currently (P)B1

  Senior unsecured shelf, placed on review for possible upgrade,
  currently (P)B1

  Subordinate debt, placed on review for possible upgrade,
  currently B2

  Preferred stock, placed on review for possible upgrade,
  currently a range of Caa1 to B3

Ally Credit Canada Limited:

  Senior unsecured Medium-Term Note program, placed on review for
  possible upgrade, currently (P)B1

GMAC Bank GmbH:

  Senior unsecured Medium-Term Note program, placed on review for
  possible upgrade, currently (P)B1

GMAC Capital Trust I:

  Preferred Stock, placed on review for possible upgrade,
  currently B3

GMAC International Finance B.V.:

  Senior Unsecured, placed on review for possible upgrade,
  currently B1

  Senior unsecured Medium-Term Note program, placed on review for
  possible upgrade, currently a range of (P)NP to (P)B1

Assignments:

Ally Financial Inc.:

  Corporate Family Rating, assigned B1, placed on review for
  possible upgrade


AMERICAN LARDER: Salt Restaurant Files for Chapter 11 Bankruptcy
----------------------------------------------------------------
American Larder, which operates a restaurant called Salt, filed on
Nov. 19, 2012, for Chapter 11 protection in the U.S. Bankruptcy
Court for the Eastern District of Missouri, citing assets of less
than $50,000 and liabilities of between $100,000 and $500,000.

American Larder owes $76,500 to Merchant Advanced Funding LP;
$75,436, Internal Revenue Service; $41,000, Rewards Network
Establishment Services; $35,929, Missouri Department of Revenue
Bankruptcy Unit; and $21,145, Ta Daa LLC, among others.

According to the report, in August, the restaurant's landlord,
Ta Daa LLC, sued to evict Salt, citing American Larder's failure
to pay $51,025 in rent and late fees as grounds for terminating
the lease.  Salt had subsequently paid up, but Ta Daa proceeded
with the suit.

The report notes a hearing on the case was scheduled for Nov. 20,
2012, but has been postponed.

Danielle A. Suberi, Esq., at Desai Eggman Mason LLC, represents
American Larder.


AMPAL-AMERICAN ISRAEL: Incurs $3.3-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
Ampal-American Israel Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of US$3.3 million for the 2012
third quarter, compared to a net loss of US$20.4 million in 2011.
Revenue for the 2012 third quarter was US$107.9 million, compared
to US$140.5 million in 2011.

The decrease in net loss for the three months ended Sept. 30,
2012, resulted mainly from impairment of the investment in East
Mediterranean Gas Co. S.A.E., an Egyptian joint stock company
("EMG") in the amount of US$33.6 million offset by translation
gain of US$19.9 million in the corresponding period in 2011, as
compared to translation income of US$5.8 million in the three
months ended Sept. 30, 2012.

The net loss for the 2012 nine month period was US$285.5 million,
compared to a net loss of US$53.9 million in 2011.  Revenue for
the 2012 nine month period was US$328.4 million, compared to
US$342.8 million in 2011.

The net loss for the nine months ended Sept. 30, 2012, is
primarily attributable to the impairment of the investment in EMG
in the amount of US$260.4 million, as compared to a
US$50.5 million loss in the corresponding period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
US$511.4 million in total assets, US$747.0 million in total
liabilities, US$605,000 in redeemable noncontrolling interest, and
a stockholders' deficit of US$236.2 million.

A copy of the Form 10-Q is available at http://is.gd/D5RqA8

                       About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012, to restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Lawyers at Bryan Cave LLP, in New York, serve as
counsel to the Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.




ANV SECURITY: Incurs $298,161 Net Loss in Third Quarter
-------------------------------------------------------
ANV Security Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $298,161 on $26,039 of revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$119,674 on $nil revenues for the same period last year.  The
Company disposed its manufacturing business to develop its
services business, as a result, the continuing revenue is only
$26,039 for the three months ended Sept. 30, 2012.

Net loss from continuing operations was $298,994 for the three
months ended Sept. 30, 2012, compared to $nil for the same period
last year.

Income (loss) from discontinued operations was $833 for three
months ended Sept. 30, 2012, compared to ($119,674) for the same
period in 2011.  In the second quarter of 2012, the Company
disposed certain subsidiaries and recorded $5.85 million of loss
on disposals.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $7.26 million on $nil revenues, compared with a net loss
of $816,569 on $nil revenues for the corresponding period of 2011.

Net loss from continuing operations was $938,028 for the nine
months ended Sept. 30, 2012, compared to $nil for the same period
last year.

Loss from discontinued operations was $6.32 million for the nine
months ended Sept. 30, 2012, compared to $816,569 for the same
period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$3.10 million in total assets, $51,630 in total liabilities, and
stockholders' equity of $3.05 million.

"The Company has incurred $14 million losses since inception.
Further, as of Sept. 30, 2012, the cash resources of the Company
were insufficient to meet its current business plan.  These and
other factors raise substantial doubt about the Company's ability
to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/XD98Nh

Shenzhen, China-based ANV Security Group, Inc., specializes in
network video surveillance and video alarm service, and conducts
new products research & development, software solution and
technologies on its current platforms.  The Company plans to
become a fully integrated developer, designer, manufacturer,
marketer, installer and servicer of web-based security systems for
residential, commercial and government customers operating in the
People's Republic of China.


AOXING PHARMACEUTICAL: Incurs $449,000 Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $448,516 on $2.6 million of
sales for the three months ended Sept. 30, 2012, compared with a
net loss of $955,163 on $1.5 million of sales for prior fiscal
period.

The Company's balance sheet at Sept. 30, 2012, showed
$47.4 million in total assets, $26.5 million in total liabilities,
and stockholders' equity of $20.9 million.

"We have incurred recurring operating losses and had an
accumulated deficit of $39.3 million as of Sept. 30, 2012.  We had
negative working capital of $2.1 million as of as of Sept. 30,
2012.  Our history of operating losses and lack of binding
financing commitments raise substantial doubt as to our ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/CrQBSO

Jersey City, N.J.-based Aoxing Pharmaceutical Company, Inc., is a
Florida incorporated specialty pharmaceutical company with its
main operations in China, specializing in research, development,
manufacturing and distribution of a variety of narcotic, pain-
management, and addiction treatment pharmaceutical products.  The
Company operates its business through its subsidiary, Hebei
Aoxing.  The Company's product line is comprised of prescription
and over-the-counter pharmaceutical products.  The Company's
pharmaceutical products have been approved by the Chinese State
Food and Drug Administration, or SFDA, based on demonstrated
safety and efficacy.  The Company sells its products primarily to
hospitals, clinics, pharmacies and retail in most of the provinces
of China, including rural areas and major cities.

                           *     *     *

As reported in the TCR on Oct. 22, 2012, BDO China Dahua CPA Co.,
Ltd, in Shenzhen, China, expressed substantial doubt about
Aoxing's ability to continue as a going concern.  The independent
auditors noted that the Company continues to incur losses from
operations, has negative cash flow from operations and a working
capital deficit.


APPLIED ENERGETICS: Incurs $366,067 Net Loss in Third Quarter
-------------------------------------------------------------
Applied Energetics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $366,067 on $311,992 of revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$1.8 million on $611,206 of revenue for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $3.0 million on $1.2 million of revenue, compared with a
net loss of $4.7 million on $4.5 million of revenue for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $3.4 million
in total assets, $233,642 in total liabilities, and stockholders'
equity of $3.2 million.

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about Applied Energetics, Inc.'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, has negative cash
flow from operations and may incur additional losses due to the
reduction in Government contract activity.

A copy of the Form 10-Q is available at http://is.gd/t13NyN

Tucson, Arizona-based Applied Energetics, Inc., designs, develops
and manufactures solid state Ultra Short Pulse ("USP") lasers for
commercial applications and applied energy systems for military
applications.


ATLANTIC COAST: Incurs $1.7-Mil. Net Loss in 3rd Quarter
--------------------------------------------------------
Atlantic Coast Financial Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $1.7 million on $4.7 million of
net interest income for the three months ended Sept. 30, 2012,
compared with a net loss of $1.4 million on $5.5 million of net
interest income for the same period last year.

The Company's higher net loss for the third quarter of 2012
reflected a decrease in noninterest income of $1.9 million
primarily related to lower gains on the sale of securities
available-for-sale and a decrease in net interest income of
$796,000 due to lower average balances of interest-earning assets
as well as lower average yields, partially offset by a decrease in
provision for loan losses of $890,000 and lower noninterest
expense of $1.5 million, primarily in compensation and benefits.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $6.4 million on $14.8 million of net interest income,
compared with a net loss of $6.3 million on $16.2 million of net
interest income for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$784.8 million in total assets, $741.7 million in total
liabilities, and stockholders' equity of $43.1 million.

                      Consent Order With OCC

On Aug. 10, 2012, the Company's Board of Directors of the Bank
agreed to a Consent order (the Agreement) with its primary
regulator, the OCC.  Among other things the Agreement provides
that by Dec. 31, 2012, the Bank must achieve and maintain total
risk based capital of 13.00% of risk weighted assets and Tier 1
capital of 9.00% of adjusted total assets.  As a result of
entering into the Agreement to achieve and maintain specific
capital levels, the Bank's capital classification under the Prompt
Corrective Action (PCA) rules has been lowered to adequately
capitalized, notwithstanding actual capital levels that otherwise
would be deemed well capitalized under such rules.

The Bank has satisfied all requirements under the Agreement to
date.  The Bank applied for and received OCC approval for an
extension to Dec. 8, 2012, to file its Strategic Plan and Capital
Plan.

A copy of the Consent Order is available at:

                       http://is.gd/WgxCS1

A copy of the Form 10-Q is available at http://is.gd/jD1t9p

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.


BALKANI REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Balkani Realty, Inc.
        2408 Hoffman Street
        Bronx, NY 10458

Bankruptcy Case No.: 12-14658

Chapter 11 Petition Date: November 20, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: David Carlebach, Esq.
                  LAW OFFICES OF DAVID CARLEBACH, ESQ.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  E-mail: david@carlebachlaw.com

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

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

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

The petition was signed by Antonio Raimondo, president.


BERNARD L. MADOFF: Revives $30-Bil. Claims vs. JPM and HSBC
-----------------------------------------------------------
Linda Sandler and Bob Van Voris at Bloomberg News report that the
Bernard Madoff firm's liquidator will try to recoup $30 billion
for the con man's customers in court by reviving damage claims
against banks including JPMorgan Chase & Co. and HSBC Holdings
Plc.

According to the report, Madoff trustee Irving Picard appealed
rulings barring him from demanding damages from banks that
allegedly ignored Madoff's fraud for the sake of fees.  Federal
district judges Colleen McMahon and Jed Rakoff, both in Manhattan,
said Mr. Picard can't accuse the banks of fraud because he's the
trustee for a fraudulent enterprise.  A panel of the U.S. Court of
Appeals in New York is hearing arguments Nov. 21 on what Mr.
Picard's powers are as a bankrupt firm's trustee.

The report notes that if Mr. Picard loses the appeals, Ponzi
customers will have a smaller pot from which to recover their
remaining losses, and some investors who bought discounted claims
on the con man's estate may lose the bets they made.  Mr. Picard
so far has distributed $2.9 billion out of $9.2 billion he has
raised to plug estimated customer losses of about $17.5 billion.
Mr. Picard "is challenging a well-established doctrine that has
been applied in a number of cases," said Peter Henning, a former
Securities and Exchange Commission lawyer who teaches at Wayne
State University in Detroit.

"Courts have been consistent in using the in pari delicto
principle to prevent lawsuits between wrongdoers, even when there
is a trustee who had nothing to do with the fraud," Mr. Henning
wrote in an e-mail.  "The decisions by Judges McMahon and Rakoff
were fairly typical applications of the doctrine, so I expect Mr.
Picard will have a tough time asking for an exception to it,
despite the huge losses suffered by investors."

The banks fighting the appeal include Switzerland's UBS AG and
Italy's UniCredit SpA. The biggest U.S. bank, JPMorgan, was hit
with the largest demand from Mr. Picard, for $19 billion. It has
said in court filings that it was "preposterous" to accuse an
institution of propping up a doomed Ponzi scheme, and the fees
were small.

In court Nov. 21, a lawyer for Mr. Picard told Chief Judge Dennis
Jacobs that, contrary to the district judges' rulings, the right
of a bankrupt brokerage's trustee to sue to recover money for
customers is recognized in investor protection law and court
decisions.

The main case is Securities Investor Protection Corp. v.
Bernard L. Madoff Investment Securities LLC, 08-ap-1789, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).
The appeal is In re: Bernard L. Madoff, 11-05175, U.S. Court of
Appeals, Second Circuit (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BEST BUY: Fitch Lowers Rating on IDR to 'BB-'; Outlook Negative
----------------------------------------------------------------
Fitch Ratings has downgraded its Issuer Default Rating (IDR) on
Best Buy Co., Inc. (Best Buy) to 'BB-' from 'BB+'.  The Rating
Outlook is Negative.  As of Nov. 3, 2012, Best Buy had $2.0
billion of debt outstanding.

Fitch believes that Best Buy faces headwinds around market share
that are having an adverse impact on comparable store sales,
profitability, and the company's credit profile.  The Negative
Outlook reflects (i) the potential for an accelerating shift in
consumer electronics sales to the online channel and (ii) Fitch's
skepticism that the strategic plan laid out by new management,
which shed some light on cost cutting programs and initiatives to
reinvigorate sales, will achieve the targeted improvements and
curb market share losses and profitability declines.  The ratings
continue to reflect Best Buy's strong liquidity position and free
cash flow (FCF) generation.

While Best Buy has dominant market shares in many of its
categories, Fitch believes that it will be difficult and expensive
for the company to retain its current market share as price
conscious consumers gravitate toward the lowest prices within the
online and brick and mortar channels.  Although Best Buy has
implemented a company-wide price matching policy for the holidays,
Fitch expects it will put a burden on gross margins near term
without a meaningful uplift in overall sales as it will remain
challenging for Best Buy to change its price perception among
consumers.

Best Buy's financial performance reflects the pressure on its
business, as its decline in comp store sales have accelerated to
an estimated -4.2% for the first nine months of 2012 (based on
reported quarterly comps), after declining 2.1% in 2011; comps
have not been materially positive on an annual basis since
calendar 2007.  This figure incorporates mid-teens growth in
online revenues, which accounts for approximately 10% of total
revenues, implying further erosion in the productivity of Best
Buy's retail stores.

Operating EBITDA margins were down by 125 basis points for the LTM
period ended Nov. 3, versus the comparable year ago period.  Given
Fitch's expectation that comp store sales will remain negative in
the low-single digit range over the next 24 months (with possible
quarter to quarter fluctuations based on new product flow),
margins are likely to compress further given pressure on gross
margin and deleveraging of fixed costs.  Therefore EBITDA is
expected to decline to approximately $2.4-$2.5 billion in 2012,
down 30% relative to 2011, and could decline to the $1.5-$1.6
billion range in 2013-2014.

Financial leverage (adjusted debt/EBITDAR) was 2.9 times (x) at
the end of the third quarter, increasing from 2.6 at the end of
2011, and Fitch expects it could move up to the 4.0x range in
2013-2014.

Best Buy's liquidity remains strong with year-end cash balances
expected to be in the range of $1.5-$1.6 billion versus $1.4
billion in 2011, as free cash flow is still expected to be in the
$850 million to $1 billion range in 2012.  In addition, the
company has $2.5 billion in undrawn revolving credit facilities.
Going forward, Fitch expects FCF to be in the range of $300 to
$400 million annually; EBITDA would have to fall to an estimated
$1 billion range for Best Buy to become FCF neutral assuming no
material swings in working capital.  Best Buy has suspended share
buybacks.  Upcoming debt maturities include $500 million of
unsecured notes in 2013, which Fitch expects the company could
refinance or pay down with cash on hand.

While an LBO of the company by Best Buys's founder, Richard
Schulze, and a consortium of private equity firms remains an
overhang, Fitch believes significant challenges stand in the way
of consummating such a deal given the headwinds in the business.
Please see the special report 'Best Buy LBO - Significant Hurdles
Remain' published Nov. 8, 2012 for more detailed analysis and
perspectives.

What would trigger a Rating Action:
A downgrade could be caused by the following factors, individually
or collectively:

  -- Sales declines are worse than expected in the mid-single
     digit range versus Fitch's low single digit range
     projections.
  -- Gross margin declines are similar to third quarter levels of
     150 bps without any significant offset from cost savings,
     thereby putting further pressure on EBITDA.
  -- Adjusted leverage is expected to track above 4x going
     forward.

In order to revise Best Buy's Outlook to Stable, Fitch would need
to see stabilization in comparable store sales trends and
operating margins that are sustainable.

Fitch has removed from Rating Watch Negative and downgraded Best
Buy's ratings as follows:

  -- Long-term IDR to 'BB-' from 'BB+';
  -- Bank credit facility to 'BB-' from 'BB+';
  -- Senior unsecured to 'BB-' from 'BB+'.

The Rating Outlook is Negative.





BEST BUY: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Richfield, Minn.-based Best
Buy Inc. to 'BB' from 'BB+.' The ratings are removed from
CreditWatch, where they were originally placed with negative
implications on April 4, 2012. The outlook is negative.

"The recovery rating on the senior unsecured debt remains '3',
indicating our expectations for meaningful (50% to 70%) recovery
in the event of a payment default," S&P said.

"The downgrade of Best Buy reflects our view that it will be very
difficult for the company to improve its gross margin in the
fourth quarter of the year given the highly promotional nature of
year-end holiday retailing in the wireless and consumer electronic
categories," said Standard & Poor's credit analyst Jayne Ross. "It
is our belief that all segments of the company's business will
remain under margin pressure for 2012 and into 2013. In addition,
we believe that the new management team still needs to fully
formulate its strategy for improving the continued decline in
same-store sales and margins. Given the highly seasonal nature of
the company's operations, skewed heavily to the fourth quarter, we
may not begin to see any tangible results until the second half of
fiscal 2013 or beyond."

"The ratings on Best Buy Co. reflect Standard & Poor's assessment
that the company's business risk profile is 'weak' and its
financial risk profile is 'significant,'" S&P said.

"Our negative rating outlook reflects our expectation that Best
Buy's operating trends will remain at their new lower level over
the next year. We believe that the same-store sales trend and
revenue growth will be flat to negative (in the low single digits)
for the remainder of 2012 and into fiscal 2013, given the weak
industry dynamics in consumer electronics and the company's recent
performance. Also, we are estimating that margins will continue to
be under significant pressure," S&P said.

"We would consider a downgrade if gross margin contracts by more
than 100 bps and revenues decline in mid- to high-single-digits,
resulting in debt leverage trending to about 3.5x or more. In
addition, we could lower the rating if the company's cash flow
generation continues to decline resulting in liquidity concerns or
we believe that the new management team's strategy for the company
does not begin to improve its operating performance. Also, we
could lower the rating multi-notches should the company receive
and accept a leveraged buyout offer," S&P said.

"Although unlikely in the near term, we would consider a stable
outlook if business conditions improve, such that Best Buy
consistently posts positive same-store sales and revenue growth
and credit metrics strengthen. We estimate that if gross margins
improved by more than 150 bps and revenues rose in the low- to
mid-single digits, credit metrics would strengthen, with debt
leverage below 2x," S&P said.


BLACK ELK: S&P Puts 'CCC+' CCR on Watch on Oil Platform Accident
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' long-term corporate credit ratings, on Houston-based
Black Elk Offshore Operations LLC (Black Elk) on CreditWatch with
negative implications.

"The CreditWatch follows an accident on one of Black Elk's oil
production platforms in shallow Gulf of Mexico water that resulted
in an explosion and fire," said Standard & Poor's credit analyst
Ben Tsocanos. "The accident injured several workers and caused one
confirmed death. The financial effect of the accident on the
company is not yet clear. While we do not expect it to materially
affect oil and gas production or cash flow, Black Elk has very
limited liquidity and we believe little capacity to absorb
unexpected expenses or incurred liabilities. We expect to resolve
the CreditWatch when we have more information about the potential
costs and the company's ability to weather them."

The ratings on Black Elk reflect S&P's view of its "vulnerable"
business risk and "highly-leveraged" financial risk, incorporating
the company's small reserve and production base, high operating
costs, and acquisitive growth strategy. The company is
geographically concentrated in the Gulf of Mexico region, and
operates in a highly cyclical, capital-intensive, and competitive
industry.

"The CreditWatch reflects the potential for Black Elk's liquidity
to deteriorate further. We would consider a negative rating action
if the company faces additional weakening of its liquidity, which
could result from costs related to remediation or penalties
related to the platform accident. We would consider a positive
rating action if the company is able to improve liquidity to about
$40 million while maintaining production. Given its current low
level, the company's leverage is not an impediment to positive
rating actions," S&P said.


BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Ridge Ventures LLC
        dba Blue Ridge Inn
        dba Quality Inn
        1908 Robindale Road
        Richmond, VA 23235

Bankruptcy Case No.: 12-35142

Chapter 11 Petition Date: November 20, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                  SEILLER WATERMAN LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: 584-7400
                  E-mail: bordy@derbycitylaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/kywb12-35142.pdf

The petition was signed by Lalitha Vani Mandalika, member.


BLUE SPRINGS: Plan Filing Exclusivity Extended to Feb. 14
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended, at the behest of Blue Springs Ford Sales, Inc., the
exclusive periods to file and solicit acceptances of a Chapter 11
plan until Feb. 14, 2013, and April 15, 2013, respectively.

As reported by the Troubled Company Reporter on Nov. 5, 2012, the
Debtor, in its request to extend the plan filing period beyond
Nov. 16, 2012, said that it needs to accommodate the review and,
if necessary, the resolution of claims filed in order that a plan
of reorganization may take all timely and proper claims into
consideration.

                         Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BOBIER TOOL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bobier Tool Supply, Inc.
        aka Precision Metrology Inspection
        aka World Wide Measurement
        G-4163 Corunna Road
        Flint, MI 48532

Bankruptcy Case No.: 12-34560

Chapter 11 Petition Date: November 20, 2012

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

Judge: Daniel S. Opperman

Debtor's Counsel: Dennis M. Haley, Esq.
                  WINEGARDEN, HALEY ET. AL. P.L.C
                  G-9460 S. Saginaw Street, Suite A
                  Grand Blanc, MI 48439
                  Tel: (810) 579-3600
                  E-mail: ecf@winegarden-law.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mieb12-34560.pdf

The petition was signed by Devere Bobier, vice president.


BRADEN RIVER: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Braden River Dental, Inc.
        3720 E. 53rd Avenue
        Bradenton, FL 34203

Bankruptcy Case No.: 12-17657

Chapter 11 Petition Date: November 21, 2012

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

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, ET AL
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: chris@mcintyrefirm.com

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

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

A copy of the Company's list of its 11 unsecured creditors is
available for free at http://bankrupt.com/misc/flmb12-17657.pdf

The petition was signed by Tiffany D. Boyd, president.


BRIER CREEK: Wants Exclusive Filing Period Extended to Jan. 21
--------------------------------------------------------------
Brier Creek Corporate Center Associates Limited, et al., ask the
U.S. Bankruptcy Court for the Eastern District of North Carolina
to extend the exclusive period to file a disclosure statement and
proposed plan of reorganization to Jan. 21, 2013, and the Debtors'
exclusive period to confirm a plan of reorganization to March 22,
2013.

The Debtors are the owners of real property located in Wake
County, North Carolina, and Mecklenburg County, North Carolina.
In most instances, the real property owned by the Debtors consists
of land upon which is constructed commercial or industrial
buildings consisting of office, service and retail space.

On June 4, 2012, the Debtors filed a motion for valuation of the
collateral of Bank of America, N.A., pursuant to which the Debtors
requested that the Court determine the fair market value of the
Properties.  In the Valuation Motion, the Debtors provided that
they intended to file a proposed plan of reorganization in which
each Debtor will retain its Property and provide BOA with deferred
cash payments totaling the allowed amount of BOA's secured claim.
The parties participated in hearings in July and August.  As of
the date of the filing of the exclusivity extension motion, the
Court has not entered a final order on the motion.

After the final order is entered on the motion, the Debtors will
need additional time to finalize a plan of reorganization and the
disclosure statement, including any necessary plan projections.
Given the complexity of these consolidated cases and the
uncertainty as to when a final court order will be entered on the
Valuation Motion, the Debtors may not be able to finalize a plan
and disclosure statement by the current deadline.

The Court has set the hearing on the exclusive period extension
for Nov. 29, 2012, at 2:00 p.m.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.


BROWNSTONE LOFTS: Wants Court to Dismiss Case
---------------------------------------------
Brownstone Lofts, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to dismiss its Chapter 11
bankruptcy case.

The Debtor said that its motion is made on the grounds that given
the nature of its assets -- a pending state court litigation
matter and another anticipated litigation matter -- the Debtor
believes that a confirmable plan is unlikely at this time and that
dismissal, as opposed to conversion, is in the best interest of
the Debtor's creditors.  As the Debtor anticipates that its future
activities in the coming months will consist almost entirely, if
not exclusively, of assisting litigation counsel in prosecuting
the two litigation matters to a successful conclusion, there is no
real advantage to creditors to having the Debtor remain in the
bankruptcy court.  "On the contrary, by staying in bankruptcy, the
Debtor will continue to incur trustee fees, legal fees, costs and
other expenses that might otherwise be used to help support the
litigations for the ultimate benefit of the Debtor's creditors,"
the Debtor stated.

As reported by the Troubled Company Reporter on July 30, 2012,
August B. Landis, the Acting U.S. Trustee for the Northern
District of California asked that the Court convert the Debtor's
case to one under Chapter 7 of the Bankruptcy Code, or in the
alternative, dismiss the case, saying:

   -- relief from stay was granted to the creditor in January 2012
      with respect to Debtor's sole real property and the Debtor
      appears to have abandoned the case;

   -- the Debtor has been in chapter 11 for several months without
      filing any monthly operating reports; and

   -- the Debtor has not paid any quarterly fees due the U.S.
      Trustee and owes a minimum of $975 through the first quarter
      of 2012.

The hearing on the case dismissal and conversion motions is set
for Nov. 30, 2012, at 10:00 a.m.

                    About Brownstone Lofts LLC

San Mateo, California-based Brownstone Lofts LLC filed for Chapter
11 bankruptcy (Bankr. N.D. Calif. Case No. 11-33495) on Sept. 26,
2011.  Judge Dennis Montali presides over the case.  Coleman Frost
LLP serves as the Debtor's general bankruptcy counsel.  The Debtor
disclosed $29,040,050 in assets and $14,189,156 in liabilities.
In its amended schedules, the Debtor listed $9,040,179 in assets
and $12,469,016 in liabilities.  The petition was signed by Monica
Hujazi, managing member.


CENTRAL ENERGY: Incurs $369,000 Net Loss in Third Quarter
---------------------------------------------------------
Central Energy Partners LP filed its quarterly report on Form
10-Q, reporting a net loss of $369,000 on $1.47 million of
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $246,000 on $1.81 million of revenues for the
comparable period last year.

For the nine months ended Sept. 30, 2012, the Partnership had a
net loss of $1.09 million on $4.08 million of revenues, compared
with a net loss of $1.08 million on $5.30 million of revenues for
the same period of 2011.

The Partnership's balance sheet at Sept. 30, 2012, showed
$8.27 million in total assets, $8.44 million in total liabilities,
and a partners' deficit of $170,000.

"Central had a loss from operations for the year ended Dec. 31,
2011, and the nine months ended Sept. 30, 2012, and has a deficit
in working capital of $5,252,000 at Sept. 30, 2012.  Pursuant to
the October 4 Demand Notice, RZB has declared the RZB Note
immediately due and payable and demands immediate payment in full.
RZB is also contemplating the initiation of foreclosure
proceedings in respect of the property owned by Regional and
demanding immediate payment of all rents due upon the property.
Currently, the amounts owing under the RZB Note total
approximately $1,970,000.  Regional's unpaid income taxes for the
2011 Tax Year totaled approximately $189,000 at Sept. 30, 2012.
The RZB Note is collateralized by all Regional assets and a pledge
of the common stock of Regional to RZB by the Partnership.  In
addition, the Partnership is liable for the federal and state late
filing penalties related to the Partnership's failure to deliver
timely Schedules K-1 for the 2008 Tax Year and the 2009 Tax Year
to its Unitholders of up to $3,464,000.  Central is also
responsible for contingencies associated with the TransMontaigne
dispute."

A copy of the Form 10-Q is available at http://is.gd/vGwg7o

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc.

                          *     *     *

As reported in the TCR on April 5, 2012, Burton McCumber & Cortez,
L.L.P., in Brownsville, Texas, expressed substantial doubt about
Central Energy's ability to continue as a going concern, following
the Partnership's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has insufficient
cash flow to pay its current debt obligations and contingencies as
they become due.


CEREPLAST INC: Incurs $10-Mil. Net Loss in Third Quarter
--------------------------------------------------------
Cereplast, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $10.0 million on $477,000 of net sales for
the three months ended Sept. 30, 2012, compared with a net loss of
$3.6 million on $5.4 million of net sales for the corresponding
period last year.

According to the regulatory filing, the decrease in sales was due
to transitioning significant resources and efforts toward recovery
of past due accounts receivables from customers and minimizing any
additional exposure to the Company's accounts receivable credit
risk.  The Company's current period sales were primarily prepaid
shipments of sample materials and nominal shipments to established
existing customers with low risk credit limits.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $16.3 million on $770,000 of net sales, compared with a
net loss of $7.8 million on $20.2 million of net sales for the
same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended Sept. 30, 2012, and $14.0 million for the year ended
Dec. 31, 2011, and have an accumulated deficit of $73.2 million as
of Sept. 30, 2012.  Based on our operating plan, our existing
working capital will not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through Dec. 31,
2012, without additional sources of cash."

"Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables.  We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all."

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy."

A copy of the Form 10-Q is available at http://is.gd/CVcsHh

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: (1) Cereplast Compostables(R)
resins, which are compostable and bio-based, ecologically sound
substitutes for traditional petroleum-based non-compostable
plastics, and (2) Cereplast Sustainables(TM) resins, which replace
up to 90% of the petroleum-based content of traditional plastics
with materials from renewable resources.


CHINA 3C GROUP: Incurs $4.2-Mil. Net Loss in Third Quarter
----------------------------------------------------------
China 3C Group filed its quarterly report on Form 10-Q, reporting
a net loss of $4.2 million on $5.6 million of sales for the three
months ended Sept. 30, 2012, compared with a net loss of
$18.5 million on $8.6 million of sales for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $12.3 million on $15.9 million of sales, compared with a
net loss of $28.7 million on $30.6 million of sales for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $8.1 million
in total assets, $4.8 million in total liabilities, and
stockholders' equity of $3.3 million.

"The Company realized net losses of $52,844,000 and $24,927,000
for the years ended Dec. 31, 2011m and 2010, respectively, as well
as $12,337,000 through the first nine months of 2012, accumulating
a deficit of $39,968,000 as of Sept. 30, 2012."

A copy of the Form 10-Q is available at http://is.gd/oGzQfA

                       About China 3C Group

Located in HangZhou City, Zhejiang Province, China, China 3C Group
was incorporated on Aug. 20, 1998, under the laws of the State of
Nevada.  China 3C focuses on distributing mobile phones through
Wang Da Electronics Company Limited and Zhejiang Yong Xin Digital
Technology Company Limited.

                           *     *     *

As reported in the TCR on April 20, 2012, Goldman Kurland and
Mohidin LLP, in Encino, California, expressed substantial doubt
about China 3C Group'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 significant losses from operations for the past three
years.  "In addition, the Company's cash position substantially
deteriorated from 2010."


CHINA CEETOP.COM: Incurs $151,278 Net Loss in Third Quarter
-----------------------------------------------------------
China Ceetop.com, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $151,278 on $1.2 million of sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$468,306 on $3.2 million of sales for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $663,757 on $3.9 million of sales, compared with a net
loss of $1.2 million on $10.4 million of sales for the same period
of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.7 million
in total assets, $1.2 million in total current liabilities, and
stockholders' equity of $505,545.

"As shown in the accompanying Consolidated Financial Statements,
the Company incurred net losses of $663,757 and $151,278 for the
nine and three months ended Sept. 30, 2012. respectively, and has
accumulated deficit of $4,989,405 at Sept. 30, 2012.

As reported in the TCR on April 23, 2012, Clement C. W. Chan &
Co., in Hong Kong, expressed substantial doubt about China
Ceetop.com'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 incurred a net loss of
$1,654,520 for the year ended Dec. 31, 2011, and has an
accumulated deficit of $4,325,648 at Dec. 31, 2011.

A copy of the Form 10-Q is available at http://is.gd/WhS1z9

                      About China Ceetop.com

Shenzhen, China-based China Ceetop.com, Inc., an Oregon-registered
corporation, is a leading Business-to-Consumer ("B2C") e-commerce
company.  The Company owns and operates the online platform
http://www.ceetop.com/

The Company mainly focuses on selling computers/ Communications/
Consumer ("3C") products online and providing a trading
information platform for both buyers and sellers as software as a
service ("SaaS").  The Company carries a wide range of products in
assorted categories, including mainstream digital products, home
appliances, kitchen appliances, personal care, and lifestyle
products, etc. under well-known international and Chinese brands.


CHINA ENERGY: Reports $900,600 Net Income in Third Quarter
----------------------------------------------------------
China Energy Recovery, Inc., filed its quarterly report on Form
10-Q, reporting net income of $900,619 on $20.9 million of
revenues for the three months ended Sept. 30, 2012, compared with
net income of $2.3 million on $29.4 million of revenues for the
same period last year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $2.6 million on $76.5 million of revenues, compared with
net income of $2.7 million on $55.0 million of revenues for the
same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$90.0 million in total assets, $79.8 million in total liabilities,
and stockholders' equity of $10.2 million.

"The accompanying financial statements have been prepared assuming
the Group will continue as a going concern.  However, as of
Sept. 30, 2012, the Group reported a negative working capital
balance of $31.3 million and had negative operating cash flows of
$352,824 for the nine months ended Sept. 30, 2012.  The Group
expects such negative working capital to continue into the
foreseeable future and will need to obtain new sales orders and
additional financing to fund its daily operations.  These factors
raise substantial doubt about the Group's ability to continue as a
going concern.

A copy of the Form 10-Q is available at http://is.gd/GrlYQP

Shanghai, China-based China Energy Recovery, Inc., through its
subsidiaries and affiliates, is in the business of designing,
fabricating, implementing and servicing industrial energy recovery
systems.  The Company's energy recovery systems capture industrial
waste energy for reuse in industrial processes or to produce
electricity and thermal power, thereby allowing industrial
manufacturers to reduce their energy costs, shrink their emissions
and generate sellable emissions credits.  All of the manufacturing
takes place at the Company's manufacturing facility in Yangzhou,
China.  The Company transports the manufactured systems in parts
via truck, train or ship to the customers' facilities where the
systems are assembled and installed. The Company has primarily
sold energy recovery systems to chemical manufacturing plants to
reduce their energy costs by increasing the efficiency of their
manufacturing equipment.  The Company mainly sells its energy
recovery systems and services directly to customers.


CHINA FRUITS: Reports $49,340 Net Income in Third Quarter
---------------------------------------------------------
China Fruits Corp. filed its quarterly report on Form 10-Q,
reporting net income of $49,340 on $555,014 of sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$199,925 on $426,266 of sales for the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $199,307 on $2.2 million of sales, compared with a net
loss of $428,700 on $1.6 million of sales for the same period of
2011.

The decrease in net loss was due to the increase in revenues.  In
addition, the net income during the three months ended Sept. 30,
2012, was also due to the grants received from the local
government in amount of $316,370, which was to encourage the
Company's efforts on modern agricultural development.  Without the
government grant, the Company suffered loss of $231,191 from
operations.

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

"As of Sept. 30, 2012, the Company had an accumulated deficit of
$2,172,778.  Management has taken certain action and continues to
implement changes designed to improve the Company's financial
results and operating cash flows.  The actions involve certain
cost-saving initiatives and growing strategies, including (a)
reductions in headcount and corporate overhead expenses; and (b)
expansion into new market.  Management believes that these actions
will enable the Company to improve future profitability and cash
flow in its continuing operations through Dec. 31, 2012.  As a
result, the financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/m1O6TF

Located in Nan Feng County, Jiang Xi Province, China, China Fruits
Corp. is principally engaged in manufacturing, trading and
distributing fresh tangerine and other fresh fruits in the PRC.

                          *     *     *

As reported in the TCR on April 5, 2012, Lake & Associates CPA's
LLC, in Schaumburg, Ill., expressed substantial doubt about China
Fruits' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered accumulated deficit
and negative cash flow from operations.


CHINA GINSENG: Incurs $1.4-Mil. Net Loss in Q1 Ended Sept. 30
-------------------------------------------------------------
China Ginseng Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.4 million on $503,772 of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $412,259 on $892,405 of revenue for the prior fiscal
period.

The Company's balance sheet at Sept. 30, 2012, showed $7.3 million
in total assets, $6.2 million in total liabilities, and
stockholders' equity of $1.1 million.

The Company had an accumulated deficit of $7,154,611 as of
Sept. 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/OiroI4

                   About China Ginseng Holdings

China Ginseng Holdings, Inc., headquartered in Changchun City,
China, was incorporated on June 24, 2004, in the State of Nevada.
Since its inception in 2004, the Company has been engaged in the
business of farming, processing, distribution and marketing of
fresh ginseng, dry ginseng, ginseng seeds, and seedlings.
Starting August 2010, it has gradually shifted the focus of its
business from direct sales of ginseng to canned ginseng juice
production and wine production.

                          *     *     *

As reported in the TCR on Oct. 9, 2012, Meyler & Company, LLC, in
Middletown, N.J., expressed substantial doubt about China
Ginseng's ability to continue as a going concern.  The independent
auditors noted that the Company had an accumulated deficit of
$5.8 million at June 30, 2012, had a negative working capital of
$547,480, and there are existing uncertain conditions the Company
faces relative to its ability to obtain working capital and
operate successfully.


CHINA GREEN ENERGY: Incurs $184,700 Net Loss in Third Quarter
-------------------------------------------------------------
China Green Energy Industries, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $184,695 on $7.4 million of
revenues for the three months ended June 30, 2012, compared with a
net loss of $874,430 on $7.1 million of revenues for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company had net
income of $965,650 on $27.1 million of revenues, compared with a
net loss of $1.0 million on $18.3 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$58.5 million in total assets, $53.8 million in total current
liabilities, and stockholders' equity of $4.7 million.

The Company said in the regulatory filing: "The Company has a
negative cash flow from operations of $700,938 for the period
ended Sept. 30, 2012.  To date, we have financed our operations
primarily through cash flows from operations, augmented by short-
term bank loans and equity contributions by stockholders.  We
believe that cash on hand and cash flow from operations will meet
a portion of our present cash needs and that we will require
additional cash resources, including equity investment, to meet
expected capital expenditures and working capital requirements for
the next 12 months."

A copy of the Form 10-Q is available at http://is.gd/9FGpqN

Located in Changzhou City, Jiangsu Province, China, China Green
Energy Industries, Inc., manufactures and distributes clean
technology-based consumer products, including light electric
vehicles, or LEVs, and cryogen-free refrigerators.  The Company
also manufactures and distributes network and High-Definition
Multimedia Interface, or HDMI, cables.

                           *     *     *

As reported in the TCR on April 23, PKF, in San Diego, Calif.,
expressed substantial doubt about China Green Energy'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 experienced negative cash flows from
operations and is dependent upon future financing in order to meet
its planned operating activities.




CHINA SHOUGUAN: Reports $312,060 Net Income in Third Quarter
------------------------------------------------------------
China Shouguan Mining Corporation filed its quarterly report on
Form 10-Q, reporting net income of $312,060 on $2.2 million of
revenues, compared with a net loss of $1.5 million on $1.1 million
of revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.3 million on $3.3 million of revenues, compared
with a net loss of $1.9 million on $3.6 million of revenues for
the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$15.4 million in total assets, $9.6 million in total liabilities,
and stockholders' equity of $5.8 million.

As of Sept. 30, 2012, the Company has available cash of $642,589
and a working deficit of $4.4 million, compared with cash of
$339,870 and a working capital deficit of $7.5 million at
Dec. 31, 2011.

A copy of the Form 10-Q is available at http://is.gd/cIiL2H

Located in Shenzhen, PRC, China Shouguan Mining Corporation was
incorporated in the State of Nevada on May 4, 2010.

The Company, through its subsidiaries and variable interest
entities, is principally engaged in the project management of gold
mining operations in China.  In May 2009, the Company commenced
its first project, the Cunli Ji Mine which is located in Shandong
Province, the People Republic of China.

HKCMCPA Company Limited, in Hong Kong, said China Shouguan has
incurred substantial losses and working capital deficit for the
year ended Dec. 31, 2011, all of which raise substantial doubt
about its ability to continue as a going concern.


CHINA TELETECH: Reports $112,000 Net Income in Third Quarter
------------------------------------------------------------
China Teletech Holding, Inc., filed its quarterly report on Form
10-Q, reporting net income of $112,491 on $8.6 million of sales
for the three months ended Sept. 30, 2012, compared with a net
loss of $27,367 on $3.1 million of sales for the comparable period
a year earlier.

For the nine months ended Sept. 30, 2012, the Company had net
income of $2.7 million on $19.6 million of sales, compared with
net income of $132,002 on $15.8 million of sales for the same
period of 2011.

General and administrative expenses were $892,465 during the nine
months ended Sept. 30, 2012, as compared to $271,729 during the
same period in 2011, representing an increase of $620,736, or
228%.  The increase in G&A expenses was mainly due to the special
equity compensation ($455,133) to mainly business partners for
business development, the increase in several types of
professional fees and the net increase in such expenses from the
newly acquired companies less the exclusion of the expenses from
Guangzhou Global Telecommunication Company Limited (GGT) which was
disposed on June 30, 2012.

In the nine months of 2012, there were a gain on forgiveness of
long term debt of $1,566,323 and a gain from disposal of GGT of
$1,371,596.

The Company's balance sheet at Sept. 30, 2012, showed $4.3 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $1.9 million.

"As of Sept. 30, 2012, the Company has an accumulated loss of
$3,876,558 due to the fact that the Company incurred losses over
the past several years."

A copy of the Form 10-Q is available at http://is.gd/Z72obK

                       About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

                           *     *     *

Samuel H. Wong & Co., LLP, in San Mateo, Calif., expressed
substantial doubt about Guangzhou Global'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 incurred substantial losses, and has difficulty to pay
the PRC government Value Added Tax and past due Debenture Holders
Settlement.


CHINA MARKETING: Incurs $602,000 Net Loss in Third Quarter
----------------------------------------------------------
China Marketing Media Holdings, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $602,379 on $2.0 million
of revenue for the three months ended Sept. 30, 2012, compared
with a net loss of $123,999 on $2.8 million of revenue for the
same period last year.

"The decrease in revenues for the three months ended Sept. 30,
2012, was mainly due to a decrease in Advertising Space Sales of
$307,776 or 23.7% and Consulting Services of $430,132 or 41.2%.
The management believes that the Advertising Space Sales will
continue to suffer from continuously low market demand."

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $871,846 on $7.0 million of revenue, compared with net
income of $47,202 on $9.3 million of revenue for the same period
of 2011.  "The decrease of $919,048 or 1,947.1% resulted from a
significant decrease in revenue and increase in cost of goods sold
in the 1st and 3rd quarter of 2012."

The Company's balance sheet at Sept. 30, 2012, showed
$17.8 million in total assets, $3.7 million in total liabilities,
and stockholders' equity of $14.1 million.

"As of Sept. 30, 2012, the Company has suffered from working
capital deficit of $903,190.  For the nine months ended Sept. 30,
2012, the Company has incurred a net loss of $871,846.  The
Company plans to obtain the additional capital injection from its
shareholders or external financing.  However, there can be no
assurance that the Company will be able to obtain sufficient funds
to meet its obligations on a timely basis."

"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 at http://is.gd/pzXTFv

Located in Beijing, China, China Marketing Media Holdings, Inc.,
was originally organized under the laws of the State of Texas on
Oct. 29, 1999, under the name Brazos Strategies, Inc.  It changed
its name to Infolife, Inc., on July 16, 2003, and finally to China
Marketing Media Holdings, Inc., on Feb. 7, 2006.  China Marketing
is a holding company and has no operations other than
administrative matters and the ownership of its direct and
indirect operating subsidiaries.  Through its indirect Chinese
subsidiaries, it is engaged in the business of selling magazines
and advertising space in its magazines and providing sales and
marketing consulting services.  All of the Company's operations,
assets, personnel, officers and directors are located in China.
Currently, it publishes China Marketing magazine in China.

                           *     *     *

As reported in the TCR on April 23, 2012, Van Wagoner & Bradshaw,
PLLC, in Salt Lake City, Utah, expressed substantial doubt about
China Marketing'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 cash
flow constraints and has suffered a large loss from operations.




CHINESEINVESTORS.COM: Incurs $284,000 Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
Chineseinvestors.com, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $284,192 on $425,676 of total revenue
for the three months ended Aug. 31, 2012, compared with a net loss
of $256,295 on $217,591 of total revenue for the prior fiscal
period.

The Company's balance sheet at Aug. 31, 2012, showed $1.0 million
in total assets, $378,267 in total liabilities, and stockholders'
equity of $659,937.

The Company had an accumulated deficit of $9.4 million at Aug. 31,
2012, compared to an accumulated deficit of $9.1 million at
May 31, 2012.  

A copy of the Form 10-Q is available at http://is.gd/96goHT

Aurora, Colo.-based Chineseinvestors.com, Inc. (OTC BB: CIIX) was
incorporated on June 15, 1999, in the State of California.  The
Company is a provider of Chinese language web-based real-time
financial information.  The Company's operations had been located
in California until September 2002 at which time the operations
were relocated to Shanghai, in the People's Republic of China
(PRC).

                           *     *     *

As reported in the TCR on Sept 4, 2012, B.F. Borgers CPA PC, in
Denver, in their audit report on Chineseinvestors.com, Inc.'s
financial statements for the years ended May 31, 2012, and 2011,
said that the Company's significant operating losses raise
substantial doubt about the Company's ability to continue as a
going concern.


COLLEGE BOOK: Files Schedules of Assets and Liabilities
-------------------------------------------------------
College Book Rental Company, LLC, filed with the Bankruptcy Court
for the Middle District of Tennessee its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                      None
  B. Personal Property           $17,913,543
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,141,957
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $5,833
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,174,652
                                 -----------      -----------
        TOTAL                    $17,913,543      $25,322,442

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.


COMMUNITY COUNTRY: Day School Files for Bankruptcy
--------------------------------------------------
Sean McCracken at Erie Times-News reports that Community Country
Day School officials have filed for Chapter 11 bankruptcy
protection, citing hundreds of thousands of dollars in debt and
unpaid taxes that accumulated as the school lost donations and
grant funding.

According to the report, Aaron Collins, executive director of the
school, said it began falling behind on its bills three to four
years ago at the lowest point of the recession.  "When the economy
took a big dip, we lost a lot of our donor funding," the report
quotes Mr. Collins as saying.  "At that time a lot of
organizations were shutting down.  We kept the doors open but took
a major hit."

The report, citing court documents, says the school owes the
Internal Revenue Service about $175,000 in back taxes.  Mr.
Collins said those back taxes are largely from 2011 or earlier.
The school also owes roughly $600,000 to Northwest Savings Bank,
including for the mortgage on the school's main campus at 5800 Old
Zuck Road in Millcreek Township.  Mr. Collins said the school was
$54,000 behind on mortgage payments, the report notes.

The report relates the school owes money to at least 17 other
creditors, according to court filings, including $60,679 in
Pennsylvania unemployment compensation, $41,455 to Awareness
Ministries, $30,000 to Community of Caring, about $28,000 to the
Pennsylvania Department of Revenue and $27,623 to the Pennsylvania
Department of Education.

The report relates Mr. Collins said the unemployment compensation
costs are a result of recent staff cuts made at the school in
light of decreased funding.  He said the school owes money to the
Department of Education because administrators overestimated
enrollment and the school is required to return a portion of its
state funding.

The report notes Mr. Collins said the school has made several
cost-cutting moves.  They include eliminating staff positions,
cutting pay for those who stayed and scaling back multiple
programs, he said, although he did not specify how many jobs were
cut or which programs were eliminated or cut.

The report also relates Mr. Collins said the school has been able
to continue paying its 25 remaining employees, who were informed
two weeks ago of the plans to file for bankruptcy.

The report adds Chief U.S. Bankruptcy Judge Thomas Agresti has
issued an order allowing the school to pay $37,822.83 in wages.

Community Country Day is a private, K-12 school founded in 1968
that currently has about 140 students.


CONSUMER CAPITAL: Incurs $411,000 Net Loss in Third Quarter
-----------------------------------------------------------
Consumer Capital Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $411,082 on $2.2 million of revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $174,354 on $2.3 million of revenues for the same period
of 2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $929,651 on $5.1 million of revenues, compared with a net
loss of $1.6 million on $5.6 million of revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.2 million
in total assets, $2.3 million in total liabilities, and a
stockholders' deficit of $93,607.

The Company incurred a net comprehensive loss of $941,421 for the
nine months ended Sept. 30, 2012, and had an accumulated deficit
of approximately $3.0 million as of Sept. 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/8WHUNC

New York based Consumer Capital Group, Inc., is primarily engaged
in three different businesses: e-commerce services, meat
distribution, and debit card business.  The Company operates an
online retail platform at www.ccmus.com in China through Arki
(Beijing) E-Commerce Technology Corp., its wholly owned PRC
subsidiary.  The Company also has an online retail platform at
www.ccgusa.us in the United States.  Its meat distribution
business is operated through Beijing Beitun Trading Co., Ltd., in
which the Company owns a 51% equity interest.  The debit card
business is operated through America Arki Fuxin Network Management
Co. Ltd., the Company's wholly owned PRC subsidiary.

                          *     *     *

Anton & Chia, LLP, in Newport Beach, California, expressed
substantial doubt about Consumer Capital's ability to continue as
a going concern in their report on the Company's financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has a loss from operations of
$2,106,457 for the year ended Dec. 31, 2011. and an accumulated
deficit of $2,081,716 at Dec. 31, 2011.  Further, the independent
auditors said that the Company has negative cash flows from
operations due to significantly lower sales demand of its online
products and high operating costs.


CORNETT HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cornett Hospitality, LLC
        dba Happy Owl of Wilkins, LLC
        dba Hooters of Monroeville
            Happy Owl of Roanoke, LLC
        dba Hooters of Roanoke
            Topeka's of Parham, LLC
        dba Topeka's of Parham
            Happy Owl of Chesterfield, LLC
        dba Hooters of Midlothian
            Topeka's of Chesterfield, LLC
        dba Topeka's Swift Creek
            Max & Erma's of Glenside, LLC
        dba Max & Erma's Glenside & Broad
            Topeka's of Charlottesville, LLC
        dba Topeka's of Charlottesville
            Happy Owl of Beckley, LLC
        dba Hooters of Beckley, WV
            Happy Owl of Wyomissing, LLC
        dba Hooters of Wyomissing
            Happy Owl of Harrisburg, LLC
        dba Hooters of Mechanicsburg
            Happy Owl of Chester, LLC
        dba Hooters of Chester
            Happy Owl of York, LLC
        dba Hooters of York, PA
            Happy Owl of Richmond, LLC
        dba Hooters of Richmond
            Max & Erma's of Short Pump, LLC
        dba Max & Erma's John Rolfe Commons
        P.O. Box 6887
        Richmond, VA 23230-2917

Bankruptcy Case No.: 12-36693

Chapter 11 Petition Date: November 21, 2012

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

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Bruce E. Arkema, Esq.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  E-mail: barkema@durrettecrump.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-36693.pdf

The petition was signed by J. Phillip Cornett, director.


CORROZI-FOUNTAINVIEW: Fails to File Plan; Court Dismisses Case
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has dismissed the Chapter 11 bankruptcy case of
Corrozi-Fountainview, LLC, after the Debtor failed to file a plan
of liquidation or reorganization or accompanying disclosure
statement.

Roberta A. DeAngelis, U.S. Trustee for Region 3, sought the
dismissal of the Chapter 11 case or conversion to Chapter 7.

As reported by the Troubled Company Reporter on July 26, 2012, the
U.S. Trustee noted that since the case was commenced on March 31,
2010, no plan or disclosure statement has ever been filed.  Based
on the Monthly Operating Reports on file, the Debtor owes $6,503
in unpaid quarterly fees, not including any fees that may be
assessable for the second calendar quarter of 2012.  David L.
Buchbinder, Esq., representing the U.S. Trustee, related that this
is one of five related cases.  The other four cases have all been
either dismissed or converted to cases under Chapter 7 of the
Bankruptcy Code.  In the related converted case of Doveview, LLC,
the Chapter 7 trustee recently initiated an Adversary Complaint
against the present Debtor.

According to Mr. Buchbinder, the Debtors' primary asset is an
unfinished condominium and townhouse project known as Village of
Fountainview on Fountainview Drive in Newark, Delaware.  The
condominium project has been substantially completed but few units
have sold.  Relief from the automatic stay was granted in favor of
Artisan Bank earlier in the case with respect to the townhouse
portion of the project.

In August 2012, the Court ordered the Debtor to file a proposed
plan of liquidation or reorganization and corresponding disclosure
statement by Oct. 31, 2012.

                    About Corrozi-Fountainview

Wilmington, Delaware-based Corrozi-Fountainview, LLC, a single
asset real estate, filed for Chapter 11 protection (Bankr. D. Del.
Case No. 10-11090) on March 31, 2010.  Cross & Simon LLC
represents the Debtor as its as counsel.  In its schedules, the
Debtor disclosed total assets of $15,962,545 and total liabilities
of $15,279,958 as of the Chapter 11 filing.


CROSS BORDER: Incurs $606,000 Net Loss in Third Quarter
-------------------------------------------------------
Cross Border Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $605,973 on $2.8 million of total
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $249,555 on $1.9 million of total revenues for the
same period last year.

For the nine months ended Sept. 30, 2012, the Company had net
income of $596,929 on on $10.6 million of total revenues,
compared with a net loss of $471,068 on $5.0 million of total
revenues for the same period of 2011.

Gain (loss) from operations totaled $637,219 and ($799,856) during
the nine months ended Sept. 30, 2012, and 2011, respectively.

Operating expenses [YTD 2012 - $9,927,875; YTD 2011 - $5,797,069]
increased due to an increase in production taxes and depletion
directly resulting from an increase in production from the 2011
period to the 2012 period.  In addition, the Company recognized
impairment on its Wolfberry assets of $1,775,796 during the nine
months ended Sept. 30, 2012.  Further, the Company recognized a
gain of the sale of oil and gas  properties of $599,100 in the
2011 period compared to a loss of $47,607 in the 2012 period.

During YTD 2012, the Company recognized a gain of $514,901
[$452,678 during YTD 2011] which includes $108,416 of realized
hedge settlements received for the difference between the hedged
price and the market price, as well as a $406,485 mark to market
gain on the remaining term of the Company's crude oil fixed price
swap.

The Company's balance sheet at Sept. 30, 2012, showed
$36.1 million in total assets, $17.6 million in total liabilities,
and stockholders' equity of $18.5 million.

                     Going Concern Uncertainty

According to the regulatory filing, at Sept. 30, 2012, the Company
had a working capital deficit of $3.4 million and outstanding debt
(consisting of a line of credit, creditors payable, change in
control payments, and notes payable) of $12.2 million.  Because of
the working capital deficit, the Company was not in compliance
with the covenants of its line of credit with Texas Capital Bank
("TCB").  Of the outstanding debt, $367,309 was due Sept. 30,
2012, under an unsecured promissory note payable to Green Shoe
Investments, Ltd and $396,969 is due Sept. 30, 2012, under an
unsecured promissory note payable to Little Bay Consulting, SA.
The Company currently does not have sufficient funds to repay
these obligations.  The Company is exploring available financing
options, including the sale of debt, equity, or assets. If the
Company is unable to finance its operations on acceptable terms or
at all, its business, financial condition and results of
operations may be materially and adversely affected.  "As a result
of the working capital deficiency, there is substantial doubt
regarding the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/56B4Gc

                   About Cross Border Resources

Dallas, Tex.-based Cross Border Resources, Inc., is an oil and gas
exploration company resulting from the business combination of
Doral Energy Corp. and Pure Gas Partners II, L.P. ("Pure L.P."),
effective Jan. 3, 2011.  The Company owns over 865,893 gross
(approximately 293,843 net) mineral and lease acres in New Mexico
and Texas.  Approximately 25,000 of these net acres exist within
the Permian Basin.


CYBRDI INC: Incurs $134,800 Net Loss in Third Quarter
-----------------------------------------------------
Cybrdi, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $134,843 on $129,032 of revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $255,705 on
$146,709 of revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $495,915 on $483,549 of revenues, compared with a net loss
of $582,400 on $383,939 of revenues for the corresponding period
in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$10.4 million in total assets, $5.8 million in total liabilities,
and equity of $4.6 million.

"The Company had an accumulated deficit of $2,854,278 and
$2,447,643 as of Sept. 30, 2012, and Dec. 31, 2011, including net
losses of $495,915 and $582,400 for the nine months ended
Sept. 30, 2012, and 2011, respectively.  In addition, current
liabilities exceeded current assets by $3,315,503 and $2,931,175
as of Sept. 30, 2012, and Dec. 31, 2011, respectively.  These
matters raise substantial doubt about the Company?s ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/8CAsOd

Cybrdi, Inc., located in Xi'an, Shaanxi, People's Republic of
China, is a holding company incorporated with 80% equity in
Chaoying Biotech, which is engaged in biotechnology manufacturing,
and research and development.  Through Chaoying Biotech, Cybrdi
also controls SD Chaoying, a cultural and entertainment company,
which is also developing a casino.

                           *     *     *

As reported in the TCR on April 23, 2012, KCCW Accountancy Corp.,
in Diamond Bar, California, expressed substantial doubt about
Cybrdi'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 recurring
losses, accumulated deficit, and working capital deficit at
Dec. 31, 2011, and 2010.


CYPRESS OF TAMPA: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Cypress of Tampa LLC
        12570 Telecom Drive
        Tampa, FL 33637

Bankruptcy Case No.: 12-17518

Chapter 11 Petition Date: November 20, 2012

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

Debtor's Counsel: Suzy Tate, Esq.
                  JENNIS & BOWEN, PL
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

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

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

The petition was signed by Gordon Comer, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Cypress of Tampa II LLC           12-17520        11/20/2012
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

A copy of Cypress of Tampa's List of Its Four Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Macfarlane Ferguson                Services                $67,145
One Tampa City Center
201 N. Franklin Street, Suite 2000
Tampa, FL 33602

Adams & Reese LLP                  Services                $16,659
101 E. Kennedy Boulevard, Suite 4000
Tampa, FL 33602

MRK Construction, Inc.             Services                $14,169
26650 Wesley Chapel Boulevard
Lutz, FL 33559

Redstone Commercial                Services                $10,053


DELTA OIL: Incurs $129,600 Net Loss in Third Quarter
----------------------------------------------------
Delta Oil & Gas, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of US$129,630 on US$127,517 of revenue for
the three months ended Sept. 30, 2012, compared with net income of
$791 on US$219,471 of revenue for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of US$419,551 on US$375,292 of revenue, compared with net
income of US$20,703 on US$1.0 million of revenue for the
corresponding period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
US$1.8 million in total assets, US$97,276 in total liabilities,
and stockholders' equity of US$1.7 million.

The Company has incurred a net loss of $5.9 million since
inception.

A copy of the Form 10-Q is available at http://is.gd/w7UK8W

                       About Delta Oil & Gas

Vancouver, Canada-based Delta Oil & Gas, Inc., is an independent
natural and oil company engaged in the exploration, development
and acquisition of gas and oil properties properties in the United
States and Canada.

                           *     *     *

As reported in the TCR on April 5, 2012, Mark Bailey & Company,
Ltd., in Reno, Nevada, expressed substantial doubt about Delta
Oil'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 recurring
losses from operations.


DEWEY & LEBOEUF: Collects $4.9-Mil. in Fees During October
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Dewey & LeBoeuf LLP collected $4.9 million in fees during
October, down from $11.5 million in collections from former
clients in September.  Dewey still has $218.7 million in
receivables on the books, including $173.6 million more than
90 days old.

According to the report, the firm ran up $4 million of expenses in
October.  Since the liquidation began in May, Dewey has collected
$68.4 million and spent $22.1 million on the liquidation,
according to the operating report filed in bankruptcy court.

The report relates that as a result of a so-called cash sweep
paying down secured debt by $2.7 million in October, cash declined
by $1.6 million to end the month at $24.2 million.  The secured
debt paydown was $6.1 million in September.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DEWEY & LEBOEUF: Has Access to Cash Collateral Until Dec. 2
-----------------------------------------------------------
In a fifth supplemental order dated Nov. 16, 2012, the U.S.
Bankruptcy Court for the Southern District of New York further
extended and modified the final order, dated June 13, 2012,
authorizing Dewey & LeBoeuf LLP to use cash collateral of the
collateral agent, revolving lenders and noteholders, through the
date which is earlier to occur of (a) 11:59 p.m. on the fifth day
following the "termination declaration date", or (b) 11:59 p.m. on
Dec. 2, 2012.

With respect to the Debtor's pending application for an order
directing the U.S. Trustee to disband the Official Committee of
Former Partners, in the event the Court enters an order directing
the U.S. Trustee to disband and dissolve the FPC, any professional
fees in the Budget for the FPC will cease to accrue as of the date
of entry of such order.

A copy of the final cash collateral order is available at
http://bankrupt.com/misc/dewey.doc91.pdf

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DEWEY & LEBOEUF: Can Employ E&Y as Tax Services Provider
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Dewey & LeBoeuf LLP asks to employ Ernst & Young LLP to
provide tax compliance services, nunc pro tunc to Oct. 1, 2012.

All payments to EY LLP will be subject to and consistent with the
Debtor's post-petition use of cash collateral and any budget
attendant with that use of cash collateral.

As reported in the TCR on Oct. 18, 2012, the tax compliance
services to be provided by E&Y are:

  A. fixed fee services:

     -- preparation of the U.S. federal income tax return, Form
        1065, for the Debtor for the year ended Dec. 31, 2011;

     -- preparation of the state and local income and franchise
        tax returns and K-1 equivalents where applicable for those
        jurisdictions listed in the statement of work ("SOW") for
        tax compliance services; and

     -- preparation of the statements listed on Attachment B to
        the Tax Compliance SOW.

  B. hourly services:

     -- assistance with gathering and reconciling the necessary
        information for the preparation of the returns, including
        revising tax work-papers and returns due to updated
        information;

     -- assistance with research, documentation, correspondence,
        and responses to various Federal and State notices;

     -- reviewing client prepared depreciation schedules, making
        adjustments, if necessary;

     -- assistance with gathering data for the completion of
        Schedule M-3, including information related to foreign
        subsidiaries, permanent and temporary differences, detail
        of book income, and related analysis;

     -- preparation of Form 5471;

     -- preparation of additional state income tax filings during
        the current year;

     -- re-work of client provided state apportionment data;

     -- assistance with updating financial information received
        from the client impacting tax return;

     -- assistance with adjustments and discussions regarding PBC
        allocations of book income, if necessary;

     -- preparation of forms and disclosures not included in the
        2010 tax returns;

     -- computation and analysis of applicable penalty and
        interest using tax interest software;

     -- assistance with changes in the Debtor's tax depreciation
        schedules to take advantage of Section 179/bonus
        deprecation rules, if necessary;

     -- assistance with fixed asset reconciliation and analysis
        and assistance provided for in the computation of state
        tax depreciation when the Debtor's system did not compute
        state adjustments for bonus deprecation;

     -- conversion of the PDF format trial balances into excel and
        bridging the related information into the tax return, if
        needed;

     -- research and analysis of the proper tax treatment for
        transactions during 2011, if needed;

     -- changes to the Debtor's 2011 tax returns stemming form
        adjustments to fixed asset depreciation, partner
        allocations, and certain income and expense items proposed
        by the Debtor after the returns have been finalized; and

     -- assistance provided following a technical termination
        resulting in the preparation of two returns instead of one
        for the partnership.

EY LLP will charge the Debtor a fixed fee of $180,000 for all
Fixed Fee Services Provided.

EY LLP will also charge the Debtor for Hourly Services based on
its agreed hourly rates for all Hourly Services provided,
according to the following rate schedule:

     Partner                $620 - $730
     Executive Director     $520 - $660
     Senior Manager         $500 - $590
     Manager                $420 - $520
     Senior                 $250 - $390
     Staff                  $120 - $210

EY LLP's total compensation for the tax compliance services will
not exceed $250,000 for all fixed fee services and hourly
services.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DEWEY & LEBOEUF: Hearing on Motion to Disband FPC Today
-------------------------------------------------------
A hearing will be held before the Honorable Martin Glenn, United
States Bankruptcy Judge, on Nov. 21, 2012, at 10:00 a.m., to
consider Dewey & LeBoeuf LLP's application for an order directing
the United States Trustee to disband the Official Committee of
Former Partners.

As reported in the TCR on Oct. 15, 2012, the Debtors told the
Court, among others, that the FPC has consistently taken positions
that are detrimental to the orderly administration of this case
and contrary to the efforts of the Debtor's bona fide stakeholders
and has not provided any tangible benefit to its constituents, or
more importantly, the estate.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


EMERALD PROPERTIES: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: Emerald Properties, LLC
        8660 Crestgate Circle
        Orlando, FL 32819

Bankruptcy Case No.: 12-15646

Chapter 11 Petition Date: November 19, 2012

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

Judge: Arthur B. Briskman

Debtor's Counsel: Aldo G Bartolone, Jr., Esq.
                  KELLEY KRONENBERG, P.A.
                  20 North Orange Avenue, Suite 1207
                  Orlando, FL 32801
                  Tel: (407) 648-9450
                  E-mail: abartolone@kelleykronenberg.com

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

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

A copy of the Company's list of its 10 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-15646.pdf

The petition was signed by Adrian McCloskey, managing member.


ENVISION SOLAR: Incurs $600,600 Net Loss in Third Quarter
---------------------------------------------------------
Envision Solar International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $606,606 on $197,319 of
revenues for the the three months ended Sept. 30, 2012, compared
with a net loss of $1.2 million on $499,314 of revenues for the
same period a year ago.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.8 million on $617,827 of revenues, compared with a net
loss of $2.1 million on $1.1 million of revenues for the same
period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.7 million in total current liabilities, and a
stockholders' deficit of $1.6 million.

According to the regulatory filing, for the nine months ended
Sept. 30, 2012, the Company had net losses of $1.8 million.
Additionally, at Sept. 30, 2012, the Company had a working capital
deficit of $1.7 million, an accumulated deficit of $24.2 million
and a stockholders' deficit of $1.6 million.  "These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

As reported in the TCR on April 9, 2012, Salberg & Company P.A.,
in Boca Raton, Fla., expressed substantial doubt about Envision
Solar's ability to continue as a going concern.  The independent
auditors noted that the Company reported a net loss of $2,547,493
and $2,360,851 in 2011 and 2010, respectively, and used cash for
operating activities of $1,970,831 and $1,112,794 in 2011 and
2010, respectively.  "At Dec. 31, 2011, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of $2,657,976, $2,482,203 and $22,340,460, respectively."

A copy of the Form 10-Q is available at http://is.gd/0FCKu9

San Diego, Calif.-based Envision Solar International, Inc., is a
developer of solar products and proprietary technology solutions.
The Company focuses on creating high quality products which
transform both surface and top deck parking lots of commercial,
institutional, governmental and other customers into shaded
renewable generation plants.


FIRST ACCEPTANCE: A.M. Best Affirms 'B' Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from positive and
affirmed the financial strength rating (FSR) of B (Fair) and
issuer credit ratings (ICR) of "bb+" of the pooled subsidiary
members (First Acceptance) of First Acceptance Corporation
(Delaware) [NYSE: FAC].  Concurrently, A.M. Best has revised the
outlook to stable from positive and affirmed the ICR of "b" of
First Acceptance Corporation.  (See below for a detailed listing
of the companies.)

The ratings of First Acceptance are based upon unfavorable
operating performance in recent years; concentration of risk in
private passenger non-standard auto lines; and challenging
economic conditions compounded by a below average interest rate
environment.  These negative factors are offset in part by strong
risk-adjusted capitalization and sound balance sheet liquidity
along with action being taken to improve earnings.

Losses in recent years have been negatively impacted by increased
claims severity, storm losses and higher expenses, as well as
declining revenue from premium writings, investment income and
other income items.  Premium volume and additional fees charged to
policyholders were down due to scaling back production and the
weakened economy.  Investment income was lower from reductions in
invested assets and low interest rates.

Capitalization remains more than supportive of the ratings but has
weakened in recent years.  First Acceptance Corporation
contributed nearly $13.1 million of additional capital to the
insurance operations in September 2012.  This was to partially
offset a reduction in surplus primarily due to operating losses in
2011 and 2012 as well as a dividend paid in 2011 to buy back
shares.  In addition, management has taken a number of actions to
improve earnings, primarily by raising rates, closing under-
performing retail stores and improving claims handling and
underwriting.  However, capitalization may continue to weaken as
management executes an aggressive growth plan over the next couple
of years.  The ratings may be further stabilized by a return to a
profitable operating trend that leads to capital appreciation;
however, the ratings may be downgraded by further weakening in
risk-adjusted capitalization.

The rating of First Acceptance Corporation is based on the
consolidated financial strength of the insurance subsidiaries; its
acceptable level of financial leverage from debt; its ability to
fund the debt without having to take extraordinary dividends out
of the insurance companies; and the subordination of the holding
company's creditors to the insurance companies' policyholders.

The FSR of B (Fair) and ICR of "bb+" have been affirmed for the
following pooled subsidiaries of First Acceptance Corporation:

- First Acceptance Insurance Company, Inc.
- First Acceptance Insurance Company of Georgia, Inc.
- First Acceptance Insurance Company of Tennessee, Inc.


FIRST NATIONAL: Incurs $6.5-Mil. Net Loss in Third Quarter
----------------------------------------------------------
First National Community Bancorp, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $6.5 million on $6.8 million
of net interest income before provision (credit) for loan and
lease losses for the three months ended Sept. 30, 2012, compared
with a net loss of $434,000 on $7.4 million of net interest income
before provision (credit) for loan and lease losses for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $8.7 million on $21.0 million of net interest income
before provision (credit) for loan and lease losses, compared with
a net loss of $771,000 on $22.2 million of net interest income
before provision (credit) for loan and lease losses for the same
period of 2011.

The $6.1 million increase in net loss for the three months ended
Sept. 30 2012, as compared to the three months ended September 30,
2011, was largely due to a $4.3 million increase in the provision
for loan and lease losses, which resulted primarily from a charge-
off of one large commercial credit totaling $3.1 million.  Also
affecting the higher net loss were a $680 thousand decrease in
non-interest income, a $1.5 million decrease in interest income
partially offset by a $853 thousand reduction in interest expense,
and a $508 thousand increase in non-interest expense.  For the
nine months ended Sept. 30, 2012, the $7.9 million increase in net
loss resulted from a $5.1 million decrease in interest income
partially offset by a $3.9 million reduction in interest expense,
and a $1.3 million increase in the provision for loan losses.

The Company's balance sheet at Sept. 30, 2012, showed
$1.014 billion in total assets, $974.8 million in total
liabilities, and shareholders' equity of $39.3 million.

                           Consent Order

First National Community Bank is under a Consent Order from the
Office of the Comptroller of the Currency dated Sept. 1, 2010.
The Company is also subject to a written Agreement with the
Federal Reserve Bank of Philadelphia dated Nov. 24, 2010.

In accordance with the Order, the Bank is required to achieve and
thereafter maintain a total risk-based capital equal to at least
13% of risk-weighted assets and a Tier 1 capital equal to at least
9% of adjusted total assets.  At Sept. 30, 2012, and Dec. 31,
2011, the Bank did not meet these requirements.

At Nov. 14, 2012, the Company and the Bank are restricted from
paying any dividends without regulatory approval.

A copy of the Form 10-Q for the third quarter ended Sept. 30,
2012, is available at http://is.gd/E9OxJc

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.


FITZLORD INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: FitzLORD, Inc.
        dba Vulcan Steel
        650 East 27th Street
        Jacksonville, FL 32206

Bankruptcy Case No.: 12-07494

Chapter 11 Petition Date: November 19, 2012

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

Judge: Paul M. Glenn

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $1,983,739

Scheduled Liabilities: $2,154,942

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-07494.pdf

The petition was signed by Thomas E. Fitzpatrick, chief executive
officer.


FLURIDA GROUP: Reports $36,600 Net Income in Third Quarter
----------------------------------------------------------
Flurida Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $36,633 on $4.0 million of revenues for
the three months ended Sept. 30, 2012, compared with net income of
$127,379 on $4.2 million of revenues for the comparable period
last year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $86,757 on $11.6 million of revenues, compared with net
income of $195,741 on $11.2 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $5.0 million
in total assets, $3.3 million in total current liabilities, and
stockholders' equity of $1.7 million.

According to the regulatory filing, because of the concentration
of the customer and supplier base and Company's heavily reliance
on the Electrolux and its subsidiaries, the Company may face
difficulty as going concern.  "However, the going concern may be
mitigated due to the close relationship between the Company and
its suppliers, Zhong Nan Fu Rui and Chuzhou Fuda Mechanical &
Electronics Co., Ltd, which are 100% owned by the [Company's]
founder, Jianfeng Ding.  Zhong Nan Fu Rui and Chuzhou Fuda
Mechanical & Electronics Co., Ltd.'s current customers can be
served by the Company for the same quality of products and
services.  Besides, as of Sept. 30, 2012, the cash and cash
equivalent balance was $1,503,137, the management believes that
the revenues will be generated and its cash flows will be
maintained to cover its operational costs and the risk of going
concern in long term is significantly low."

A copy of the Form 10-Q is available at http://is.gd/ccx0kf

                        About Flurida Group

Chicago-based Flurida Group, Inc.'s business is the sale of
appliance parts in Asia, Europe, Australia, North and South
America.  The main products that the Company sells to these
markets are icemakers, motors, ice water dispensing system, and
appliance assemblies.  These parts are manufactured in China by
Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd.

                           *     *     *

As reported in the TCR on March 30, 2012, Enterprise CPAs, Ltd.,
in Chicago, says that the Company's operating history and its
customer concentration may raise doubt about its ability to
continue as a going concern.


GENERAL MOTORS: Moody's Affirms 'Ba3' Ratings; Outlook Positive
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of General Motors
Financial Company, Inc. (GMF, corporate family rating and senior
unsecured debt at Ba3) and changed the outlook to positive from
stable. The rating action follows GMF's announcement that it plans
to acquire the international auto finance operations of Ally
Financial Inc. The purchase price is $4.2 billion, including a
premium of approximately $550 million to the book value of the
international operations. The acquisition is expected to close in
mid- 2013, subject to regulatory approvals. GMF's ratings
currently incorporate one notch of lift from ownership and support
by parent General Motors Company (GM).

Ratings Rationale

The change in outlook reflects the credit benefits of the
acquisition, including stronger asset quality and increased ties
to GM.

Following the acquisition GMF will have stronger asset quality and
reduced volatility of assets and cash flows due to a much higher
percentage of prime assets. Also, though GMF's leverage will rise,
the financing structure of the acquisition - including a $2
billion equity contribution to GMF by GM - will be less aggressive
than originally indicated (GM had noted in its 8-K filing of
August 2012 that the acquisition, if consummated, could result in
a more than doubling of GMF's leverage). These benefits mitigate
the significant execution and integration-related challenges
associated with the acquisition - Ally International is a large
and geographically sprawling business with operations in Europe,
Mexico, Latin America and China via a 40% joint venture. GM will
likely allocate management resources to the integration project,
further mitigating this risk. Another supportive factor is the
fact that the international operations' leadership team will
remain in place.

The positive outlook also reflects the increased level of
integration of GMF with GM, and the increased strategic importance
of GMF to GM, post-acquisition. Following the acquisition GMF will
be able to support GM customers and dealers in markets comprising
about 80 percent of GM's global sales; thus GMF will have evolved
into largely a GM captive operation. Over time Moody's will
consider how the closer integration of GMF and GM could more
tightly align the two credits.

GMF provides auto finance solutions through auto dealers across
the United States and Canada. GMF has approximately 3,700
employees, 809,000 customers and $16.3 billion in aassets as of
September 30, 2012. The company is headquartered in Fort Worth,
Texas.

The principal methodologies used in this rating was Finance
Company Global Rating Methodology published in March 2012 and The
Rating Relationship Between Industrial Companies And Their Captive
Finance Subsidiaries, published in May 2012.


GENIUS BRANDS: Incurs $720,400 Net Loss in Third Quarter
--------------------------------------------------------
Genius Brands International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $720,427 on $1.6 million of
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $313,216 on $1.7 million of revenues for the same
period of 2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.9 million on $4.3 million of revenues, compared with a
net loss of $1.3 million on $3.8 million of revenues for the
corresponding period of 2011.

"Historically, the Company has incurred net losses.  As of
Sept. 30, 2012, the Company had a consolidated accumulated deficit
of $10,045,390 and total stockholders' deficit of $154,682.  At
Sept. 30, 2012, the Company had consolidated current assets of
$1,808,799, including cash of $149,513, and consolidated current
liabilities of $1,724,272, resulting in a working capital of
$84,527.  For the nine month period ending Sept. 30, 2012, the
Company reported a consolidated net loss of $1,910,341, including
stock option expense of $192,049 which has no cash expenditure
requirement.  The Company had net cash used by operating
activities of $1,218,910."

'Management believes that its increasing revenue each year over
the prior year and cash generated by operations, together with
funds available from short-term related party advances and funding
from the debentures issued June 27, 2012, will be sufficient to
fund planned operations for the next twelve months.  However,
there can be no assurance that operations and operating cash flows
will continue at the current levels or improve in the near future.
If the Company is unable to obtain profitable operations and
positive operating cash flows sufficient to meet scheduled debt
obligations, it may need to seek additional funding or be forced
to scale back its development plans or to significantly reduce or
terminate operations.

A copy of the Form 10-Q is available at http://is.gd/s7Q7As

San Diego, Calif.-based Genius Brands International, Inc., f/k/a
Pacific Entertainment Corporation, provides music-based products
which the Company believes are entertaining, educational and
beneficial to the well-being of infants and young children under
its brands, including Baby Genius.


GEOPETRO RESOURCES: Has Accumulated Deficit of $49.1MM at Sept. 30
------------------------------------------------------------------
GeoPetro Resources Company filed its quarterly report on Form
10-Q, reporting a net loss of $1.3 million on $nil revenue for the
three months ended Sept. 30, 2012, compared with net income of
$1.9 million on $nil revenue for the corresponding period
a year earlier.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $3.4 million on $351,082 of revenues, compared with a net
loss of $574,071 on $607,939 of revenues for the same period of
2011.

Results for the three and nine months ended Sept. 30, 2011,
included a gain on sale of equipment of $4.0 million.

The Company's balance sheet at Sept. 30, 2012, showed
$23.8 million in total assets, $5.8 million in total liabilities,
and shareholders' equity of $18.0 million.

According to the regulatory filing, as of Sept. 30, 2012, the
Company had a working capital deficit of $2.8 million, and for the
nine months ended Sept. 30, 2012, the Company's cash used in
operating activities amounted to $1.7 million.  "If capital is
available, we estimate that our investment needs during the
remainder of fiscal year 2012 and 2013 will amount to $10,676,000
related to our natural gas properties within the Madisonville
field, our California properties and our Canadian properties.  Our
results of operations have resulted in an accumulated deficit of
$49,072,092 from inception through the nine months ended Sept. 30,
2012."

"Our current cash and cash equivalents and anticipated cash flow
from operations will not be sufficient to meet our working
capital, and capital expenditure requirements for the foreseeable
future.  Additional financing is required to carry out our
business plan."

A copy of the Form 10-Q is available at http://is.gd/nCu6pE

San Francisco, Calif.-based GeoPetro Resources Company is an oil
and gas company in the business of exploring and developing oil
and natural gas reserves on a worldwide basis.  Since inception,
the Company has conducted leasehold acquisition, exploration and
drilling activities on its North American and international
prospects.  These projects currently encompass approximately 9,030
gross (9,030 net) acres, consisting of mineral leases and
exploration permits that give the Company the right to explore
for, develop and produce oil and natural gas.  Most of these
properties are in the exploration, appraisal or development
drilling phase and have not begun to produce revenue from the sale
of oil and natural gas.  Excluding minor interest and dividend
income, the Company's only significant cash inflows until 2003
were the recovery of capital invested in projects through sale or
other divestiture of interests in oil and gas prospects to
industry partners.

Since 2003, substantially all of the Company's  revenue has been
generated from natural gas sales derived from the Magness #1, the
Fannin #1, and the Mitchell #1 wells in the Madisonville Field in
East Texas under spot gas purchase contracts at market prices.
Natural gas sales from the Madisonville Field are expected to
account for all of our revenues for 2012.


GLOBAL CASINOS: Incurs $128,576 Net Loss in Sept. 30 Quarter
------------------------------------------------------------
Global Casinos, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $128,576 on $1.31 million of net
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $74,431 on $1.32 million of net revenues for the
prior fiscal period.

The Company's balance sheet at Sept. 30, 2012, showed $3.8 million
in total assets, $2.2 million in total liabilities, and
stockholders' equity of $1.6 million.

As reported in the TCR on Oct. 16, 2012, Schumacher & Associates,
Inc., in their report on the Company's financial statements for
the year ended June 30, 2012, expressed substantial doubt about
Global Casinos' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant losses, and has working capital and stockholders'
deficits.

A copy of the Form 10-Q is available at http://is.gd/fr96Z3

Boulder, Colo.-based Global Casinos, Inc., and its wholly owned
subsidiaries operate in the domestic gaming industry.

As of Sept. 30, 2012, the Company's operating subsidiaries were
Casinos USA, Inc., which owns and operates the Bull Durham Saloon
and Casino, located in the limited stakes gaming district of Black
Hawk, Colorado, and Doc Holliday Casino II, LLC, which operates
the Doc Holliday Casino, located in the limited stakes gaming
district of Central City, Colorado.

Effective June 1, 2012, the Company entered into a definitive
Split-Off Agreement with Gemini Gaming LLC to sell all of its
gaming properties, interests and operations (the "Split-Off").
Gemini is controlled by Clifford Neuman, the Company's President
and Director, Pete Bloomquist, a Director, and Doug James, the
General Manager of the Company's two casinos: Bull Durham Casino
and Doc Holliday Casino.

Also effective June 1, 2012, the Company entered into a definitive
Stock Purchase Agreement, to acquire 100% of the issued and
outstanding equity securities of Georgia Healthcare REIT, Inc.,
which was formed and organized to acquire real estate interests
focused in the healthcare industry.

Consummation of the Stock Purchase is subject to numerous
conditions, including the approval of the Georgia REIT
shareholder, the approval of a Change of Ownership of the two
casino licenses by the Colorado Division of Gaming, the concurrent
closing of the Split-Off Agreement, a definitive Information
Statement under Sections 14(c) and 14(f) of the Exchange Act is
filed with the SEC and mailed to the Company's shareholders, and
other conditions customary in transactions of this nature.




GMX RESOURCES: S&P Raises CCR To 'CCC'; Outlook Developing
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Oklahoma City-based GMX Resources Inc. to 'CCC' from
'SD' (selective default). The outlook is developing.

"At the same time, we lowered the issue-level rating on GMX's
$288.6 million senior secured notes due 2017 to 'CCC-' from 'CCC+'
and removed the rating from CreditWatch negative. We revised the
recovery rating on the notes to '5', indicating our expectation of
modest recovery (10% to 30%), in the event of a payment default,
from '4'," S&P said.

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey. "The 'CCC' corporate credit rating assumes
the successful sale of an additional $30 million of senior secured
notes due 2017 and subsequent repayment of its $27.1 million
convertible notes due 2013, which we expect should be completed in
fourth quarter 2012. The rating also reflects our expectation of
ongoing tight liquidity given the company's aggressive capital
spending and limited production levels. Finally, despite recent
drilling results, we view the development of the company's Bakken
and Niobrara assets as having a high level of execution risk for
GMX given its limited experience in the plays."

"The developing outlook reflects the potential for either an
upgrade or downgrade over the next six to 12 months, depending on
the success, or lack thereof, from the development of GMX's Bakken
and Niobrara assets," S&P said.

"We could lower ratings if GMX is unable to establish a consistent
record of strong growth from its Bakken assets. If the Bakken
assets fail to meet expectations, we expect GMX to face
significant difficulty obtaining additional capital to support its
operations. As a result, liquidity would quickly contract and
potentially force GMX to pursue distressed transactions to support
operations," S&P said.

"On the other hand, we could raise ratings if GMX can successfully
execute its operating strategy. If GMX can grow production and
reserves on a consistent basis, it should significantly improve
the company's ability to access further capital to fund
operations. As a result, we could raise ratings if we have
reasonable confidence of sufficient access to liquidity over a 12-
month, or greater, period," S&P said.


GRYPHON GOLD: Incurs $1.1-Mil. Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Gryphon Gold Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.1 million on $3.5 million of revenue
for the three months ended Sept. 30, 2012, compared with net loss
of $804,461 on $nil revenue for the three months ended Sept. 30,
2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $1.4 million on $9.4 million of revenue, compared with a
net loss of $1.4 million on $nil revenue for the six months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$39.5 million in total assets, $29.5 million in total liabilities,
and stockholders' equity of $10.0 million.

"The Company has an accumulated deficit of $44,515,900 as of
Sept. 30, 2012, compared to $43,072,173 as of March 31, 2012, and
has cash on hand of $4,534,941 as of Sept. 30, 2012.  In addition,
the Company had $21,224,392 in notes payable and long-term debt as
of Sept. 30, 2012.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern."

DeCoria, Maichel & Teague P.S., in Spokane, Washington, expressed
substantial doubt about Gryphon's ability to continue as a going
concern, following the Company's results for the fiscal year ended
March 31, 2012.  The independent auditors noted that the Company
has suffered recurring operating losses and has an accumulated
deficit of $43.1 million.

A copy of the Form 10-Q is available at http://is.gd/fhg3ur

Gryphon Gold Corporation, headquartered in Carson City, Nevada, is
an exploration, development and operating company focused on
precious metals and is currently producing precious metals at its
Borealis property, located in Nevada's Walker Lane Gold Belt.  The
plan for the Borealis property is to advance production of the
oxide heap leachable gold and silver.  The Borealis property
consists of unpatented mining claims of approximately 20 acres
each, totaling about 15,020 acres, which had successful historic
production.




HAWAII OUTDOOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hawaii Outdoor Tours, Incorporated
        P.O. Box 1417
        Hilo, HI 96721

Bankruptcy Case No.: 12-02279

Chapter 11 Petition Date: November 20, 2012

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

About the Debtor: The Debtor is the operator of the Niloa
                  Volcanoes Resort in Hilo, Hawaii.  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.

Debtor's Counsel: James A. Wagner, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  E-mail: jwagner@hibklaw.com

                         - and ?

                  Neil J. Verbrugge, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  E-mail: nverbrugge@hibklaw.com

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

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

The petition was signed by Kenneth Fujiyama, CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HELCO                              --                     $169,291
P.O. Box 909
Honolulu, HI 96808

EZ Computing                       --                      $32,656
16-572 Ohe Street
Keaau, HI 96749

Ms. Martin RB Thornton, trustee    --                      $32,252
Eleanor Rose Benda Trust
Carrollton, TX 75006

Wastewater Division                --                      $32,246

Department of Water Supply         --                      $25,691

Hawaiian Telcom                    --                      $20,267

Hirayama Bros. Electric Inc.       --                      $20,000

Thyssenkrupp Elevator Corp.        --                      $12,844

Ashford & Wriston                  --                       $9,806

Rainbow Isle Refrigeration         --                       $6,239

Oceanic Time Warner Cable          --                       $5,368

Hawaii Employer's Mutual Insurance --                       $3,677
Co.

HMSA                               --                       $2,934

Land & Natural Resources           --                       $2,465

Pacific Guardian Life              --                       $1,762

Bankcard Center                    --                       $1,560

3T Poly LLC                        --                         $905

Solid Waste Division ? COH         --                         $848

ABC Corp., Hilo                    --                         $829

Paradise Beverages                 --                         $731


HAWKER BEECHRAFT: Judge Rejects Bid for Speedy Inventory Sale
-------------------------------------------------------------
Molly McMillin at The Wichita Eagle reports a bankruptcy judge
rejected Hawker Beechcraft's request for permission to expedite
the sale of its remaining inventory of discontinued Hawker 4000
business jets for a substantial discount after a group of Hawker
4000 owners protested.

According to the report, Hawker Beechcraft is seeking to sell its
remaining Hawker 4000 inventory without warranty or support
commitments.  Hawker 4000 owners, worried about discontinuance of
warranties and other agreements, hired attorneys to protect their
interests.

According to the report, Hawker Beechcraft said it wanted to
accelerate the sales before competitors can introduce new aircraft
into the market that could further decrease the value of the
Hawker 4000 aircraft.  An ad hoc committee of Hawker 4000
customers, in a court filing, argued that rather than hastening
the process, sales of the assets should proceed in a measured,
responsible process to maximize the value of the aircraft.

The report adds Hawker Beechcraft has 20 Hawker 4000 in its
inventory, with a retail value of $20 million each.  The inventory
includes 13 new Hawker 4000s, three in production and four used
planes.

The report notes a hearing on the Hawker 4000 motion is set for
Nov. 29, 2012, in bankruptcy court.

The report notes Hawker Beechcraft said late last month that it
was discontinuing warranties on the Hawker 4000 and Premier 1 and
1A business jet lines, as well as its extended service contracts
on the two planes.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HOSTESS BRANDS: Adviser Says Customers Interested in Buying Brands
------------------------------------------------------------------
Dawn McCarty and Phil Milford at Bloomberg News report a financial
adviser said in court Nov. 21 that Hostess Brands Inc. customers
are interested in buying the company's brands and the baker of
Twinkies and Wonder bread may generate about $1 billion from asset
sales.

The company has been "undervalued" for years and there is "very
intense" competition for its brands, Joshua Scherer of Perella
Weinberg Partners LP said Nov. 21 at a hearing in U.S. Bankruptcy
Court in White Plains, New York.  Hostess isn't administratively
insolvent, he said.

According to the report, Mr. Joshua Scherer told Judge Drain the
sales of Hostess assets may generate about $1 billion.  There is
"very intense" competition for the brands, Mr. Scherer said in
court.  A sale would be a "once in a lifetime opportunity for our
competitors to get iconic brands," he said.

The judge approved going-out-of-business sales at Hostess' retail
outlets and the return of excess ingredients and packaging.

                       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.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

The official committee of unsecured creditors 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 in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  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.


HOSTESS BRANDS: Begins Firings After Wind Down Approved
-------------------------------------------------------
Dawn McCarty and Phil Milford at Bloomberg News report Hostess
Brands Inc. began firing employees after winning interim court
approval to shut down and start selling assets that a financial
adviser said may bring in $1 billion.

According to the report, U.S. Bankruptcy Judge Robert Drain on
Nov. 21 approved Hostess's request to close at a hearing in White
Plains, New York. Chief Executive Officer Gregory Rayburn said
15,000 workers would be fired the same day so they could start
receiving unemployment benefits.  Hostess said Nov. 16 that it
needed to liquidate because a weeklong strike by its bakers' union
crippled operations.

The report relates that final approval of the wind-down plan will
be considered Nov. 29, and Hostess will seek court approval later
for sales of major assets, such as its brands.

Most of the wind-down will take place in the first three months,
said Heather Lennox, Esq., a lawyer for Hostess with Jones Day.
Quick asset sales may preserve some jobs, Joshua Scherer of
Perella Weinberg Partners LP said.  Mr. Scherer said a prospective
buyer visited a Drake's cake factory Nov. 20 and asked whether its
acquirer "could rehire employees who worked here."

The report relates Mr. Rayburn asked Judge Drain to shield company
officials from lawsuits over the firings.  Hostess has been
spending about $1 million a day for payroll since halting
operations last week, down from $2 million a day, Mr. Rayburn
said.

Hostess said about 3,200 employees will stay on temporarily to
clean plants and mothball equipment.  Mr. Drain approved a plan to
retain the employees, as well as a request to use cash collateral
and an amended financing agreement for the company.

According to the report, Judge Drain rejected a request by U.S.
Trustee Tracy Hope Davis to convert the Hostess case to a
Chapter 7 liquidation from Chapter 11, which would have handed
control over the asset sales to a trustee.  Conversion "would be a
disaster," Judge Drain said.  Charles Carroll, an adviser to
Hostess with FTI Consulting Inc., argued that a trustee would
"take time to get up to speed" while the assets' values declined.

                       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.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

The official committee of unsecured creditors 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 in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  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.


HOTEL INDIGO: Ownership Group Emerges From Chapter 11 Bankruptcy
----------------------------------------------------------------
Patrick Danner at San Antonio Express News reports the partnership
that owns the landmark Hotel Indigo at the Alamo and three other
San Antonio hotel ownership groups has emerged from bankruptcy
with the businesses intact.

According to the report, Chief U.S. Bankruptcy Judge Ronald B.
King confirmed the Chapter 11 reorganization plans for the four
related groups after they were able to restructure loans on each
of the properties.  "They're delighted to be exiting bankruptcy,"
Rakhee V. Patel, a Dallas attorney representing the ownership
groups, said after a bankruptcy court hearing.

The report notes the partnership that owns the 91-room Hotel
Indigo at 105 N. Alamo St., cater-cornered to Alamo Plaza, had
assets of at least $10.8 million and liabilities of about $15.8
million.  The hotels owned by the other groups are:

  -- The 93-room La Quinta Inn & Suites at 5622 Utex Blvd.
  -- The 79-room Comfort Inn & Suites at 4038 Interstate 10 East.
  -- The 75-room Motel 6 at 748 Wells Blvd.

The report notes the hotel partnership, 1909 Ltd., received
$500,000 from a legal settlement related to damage claims.

The report adds First National Bank, which holds a nearly $10.9
million secured claim related to the Hotel Indigo, agreed to
modify the loan terms.  The loan matures in 10 years.


HYPERTENSION DIAGNOSTICS: Posts $729,800 Net Loss in Sept. 30 Qtr.
------------------------------------------------------------------
Hypertension Diagnostics, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $729,837 on $34,622 of revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$1.0 million on $1,200 of revenues for the prior fiscal period.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.0 million in total liabilities, and a
stockholders' deficit of $909,741.

"For the quarter ended Sept. 30, 2012, we incurred losses from
continuing operations of $447,957.  At Sept. 30, 2012, we had an
accumulated deficit of $30,011,138 and negative working capital of
$227,525.  Our ability to continue as a going concern is dependent
on our ability to raise the required additional capital or debt
financing to meet short-term needs to relocate our plastics
processing facility to a new site and then restart the facility
which would include hiring production works.  The Company is
currently seeking to raise an additional $750,000 through an
issuance of 14.5% Series II Subordinated Notes in order to meet
the cash flow needs to restart our plastics business.  As of this
filing, we have raised $210,000 related to these notes.  If we
raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of our
current shareholders could be reduced, and such securities might
have rights, preferences or privileges senior to our common stock.
Additional financing may not be available upon acceptable terms,
or at all.  If adequate funds are not available or are not
available on acceptable terms, we may not be able to adequately
restart our plastics business, which could significantly and
materially restrict our operations."

A copy of the Form 10-Q is available at http://is.gd/ON5RX6

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

                           *     *     *

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
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.


IBIO INC: Incurs $2.1-Mil. Net Loss in Sept. 30 Quarter
-------------------------------------------------------
iBio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $2.1 million on $390,186 of revenues for the three
months ended Sept. 30, 2012, compared with net income of $383,143
on $320,348 of revenues for the prior fiscal period.

The Company is required to account for the August 2008 Warrants as
derivative liabilities.  The derivative liabilities are revalued
at the end of each reporting period.  The periodic change in value
of the derivative liabilities is recorded as either non-cash
derivative income or as non-cash derivative expense.  The Company
recorded non-cash derivative expense and non-cash income of
approximately $240,883 and $2.7 million for the three months ended
Sept. 30, 2012, and 2011, respectively.

The Company's balance sheet at Sept. 30, 2012, showed $8.0 million
in total assets, $3.4 million in total liabilities, and
stockholder's equity of $4.6 million.

As of Sept. 30, 2012, the Company's accumulated deficit was
approximately $33,389,000 and it had cash used in operating
activities of approximately $1,290,000 and $1,228,000 for the
three months ended Sept. 30, 2012, and 2011, respectively.

A copy of the Form 10-Q is available at http://is.gd/sDSnHs

Based in Newark, Del., iBio, Inc., is a biotechnology company
focused on commercializing its proprietary technologies, the
iBioLaunch(TM) platform for vaccines and therapeutic proteins, as
well as the iBioModulator(TM) platform for vaccine enhancement.

                           *     *     *

As reported in the TCR on Oct. 16, 2012, CohnReznick LLP, in
Eatontown, N.J., expressed substantial doubt about iBio's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities for the years ended June 30, 2012, and
2011 and has an accumulated deficit as of June 30, 2012.


IN HOOT: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: In Hoot, LLC
        aka Hooters
        1306 S. 119th Street
        Omaha, NE 68144

Bankruptcy Case No.: 12-82639

Chapter 11 Petition Date: November 20, 2012

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Anna M. Bednar, Esq.
                  Robert F. Craig, Esq.
                  CRAIG/BEDNAR LAW
                  14301 FNB Parkway
                  Omaha, NE 68154
                  Tel: (402) 408-6000
                  Fax: (402) 408-6001
                  E-mail: anna@craiglawpc.com
                          robert@craiglawpc.com

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

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

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

The petition was signed by Darren L. Taylor, managing member.


INDEPENDENCE TAX IV: Reports $607,000 Net Income in Sept. 30 Qtr.
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed its quarterly report on
Form 10-Q, reporting net income of $606,951 on $1.2 million of
total revenues for the three months ended Sept. 30, 2012, compared
with a net loss of $302,719 on $1.1 million of total revenues for
the three months ended Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Partnership had net
income of $2.6 million on $2.3 million of total revenues, compared
with a net loss of $626,871 on $2.2 million of total revenues for
the six months ended Sept. 30, 2011.

The Partnership's balance sheet at Sept. 30, 2012, showed
$16.7 million in total assets, $32.0 million in total liabilities,
and a partners' deficit of $15.3 million.

"At Sept. 30, 2012, the Partnership's liabilities exceeded assets
by $15,335,042 and for the six months ended Sept. 30, 2012, had
net income of $2,565,568, including gain on sale of properties of
$2,917,069.  These factors raise substantial doubt about the
Partnership's ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/zFfcq8

Independence Tax Credit Plus L.P. IV is a limited partnership
which was formed under the laws of the State of Delaware on
Feb. 22, 1995.  The general partner of the Partnership is Related
Independence L.L.C., a Delaware limited liability company (the
"General Partner"), which is managed by an affiliate of Centerline
Holding Company, the ultimate parent of the manager of the general
partner of the General Partner.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will continue to take a number of years.




INFRAX SYSTEMS: Incurs $594,000 Net Loss in Sept. 30 Quarter
------------------------------------------------------------
Infrax Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $594,369 on $54,068 of revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.3 million on $204,975 of revenues for the prior fiscal period.

The Company's balance sheet at Sept. 30, 2012, showed $5.1 million
in total assets, $2.9 million in total liabilities, and
stockholders' equity of $2.2 million.

"As of Sept. 30, 2012, the Company has a working capital deficit
and has incurred a loss from operations and recurring losses since
its inception resulting in a significant accumulated deficit.  As
of Sept. 30, 2012, the Company had negative working capital of
approximately $2.0 million and approximately $0 in cash with which
to satisfy any future cash requirements.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/fpw9Ga

St. Petersburg, Fla.-based Infrax Systems, Inc., since its
inception, the Company had been dedicated to selling and/or
licensing a fiber optic management software system under the name
OptiCon Network Manager, originally developed, and acquired from
Corning Cable System, Inc. through a related company, FutureTech
Capital, LLC.


INKSURE TECHNOLOGIES: Incurs $59,000 Net Loss in Third Quarter
--------------------------------------------------------------
InkSure Technologies Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $59,000 on $516,000 of revenues for the
three months ended Sept. 30, 2012, compared with net income of
$108,000 on $1.0 million of revenues for the corresponding period
last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $949,000 on $915,000 of revenues, compared with a net loss
of $12,000 on $2.8 million of revenues for the same period of
2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.6 million
in total assets, $704,000 in total liabilities, and stockholders'
equity of $854,000.

"The Company has sustained significant operating losses in recent
periods, which has resulted in a significant reduction in its cash
reserves.  As reflected in the accompanying financial statements
the Company's operations for the nine months ended Sept. 30, 2012,
resulted in a net loss of $949,000 and negative cash flows from
operation activities of $1,134,000.  The Company believes that it
will continue to experience losses and increased negative working
capital and negative cash flows in the near future and will not be
able to return to positive cash flow without obtaining additional
financing in the near term.  The Company may experience
difficulties accessing the equity and debt markets and raising
such capital, and there can be no assurance that the Company will
be able to raise such additional capital on favorable terms or at
all.  If additional funds are raised through the issuance of
equity securities, the Company's existing stockholders will
experience significant further dilution.  As a result of the
foregoing factors, there is substantial doubt about the Company's
ability to continue as a going concern. I

A copy of the Form 10-Q is available at http://is.gd/bLMT4M

New York, N.Y.-based InkSure Technologies Inc. specializes in
comprehensive security solutions, designed to protect branded
products and documents from counterfeiting, fraud, and diversion.


INTERNATIONAL HOME: U.S. Trustee Appoints Marcos Colon as Examiner
------------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21 has informed the
Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico of its appointment of Marcos L. Colon
Cuebas, CPA, as examiner for International Home Products, Inc.,
and Health Distillers International, Inc.

The U.S. Trustee and the Examiner have agreed to this timetable
for the work to be performed:

      a. Dec. 7, 2012 -- Work-plan and budget due, after
         examination of documents at the Debtors' facilities;

      b. Jan. 18, 2013 -- Preliminary report due; and

      c. Feb. 19, 2012 -- Final report due.

The Examiner will be compensated at these hourly rates:

      Partners             $150
      Manager              $100
      Seniors               $75
      Staff                 $65

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

The Examiner can be reached at:

      Marcos L. Colon Cuebas, CPA
      Colon Cuebas & Laguna, PSC
      1519 Ponce de Leon Avenue, Suite 601, Stop 23
      San Juan, Puerto Rico 00910
      Tel. (787)724-3400
      Telecopier: (787)724-3300
      E-mail: mcolon@ccl-cpafirm.com

As reported by the Troubled Company Reporter on Oct. 2, 2012,
secured creditor First Bank Puerto Rico asked the Court to appoint
an examiner in the Chapter 11 cases of the Debtors, saying that
the examiner will conduct an investigation of the Debtors'
management of assets and their financial affairs because, among
other things, the Debtors have not completed an audit of their
financial statements for the years 2010 and 2011.  Creditor Marian
Ellen Foti joined in the motion of First Bank to appoint an
examiner.

On Oct. 4, 2012, the Court stated that since the debts in the case
exceed $5 million, the appointment of an examiner is mandatory.

On Oct. 9, 2012, the Debtors requested reconsideration to the
court order due to the fact that the Debtors have contested in
their objection to the appointment of the examiner and the
supplement thereto that the fixed, liquidated and unsecured debts
excluding debts for goods, services, or taxes, or debts to
insiders, do not reach the $5 million limit imposed by the
Bankruptcy Code.  The Debtors reinstated in the supplement that
First Bank's claim in full has been disputed and is contingent to
the results of an adversary proceeding and a pending appeal.
Without First Bank's claim, the requirement of the $5 million
fixed, liquidated, unsecured debts, excluding debts for goods,
services, taxes or debts to insiders, is not complied.

On Oct. 22, 2012, the Court denied the Debtors' motion for
reconsideration on the court order authorizing the appointment of
an examiner.  The Court said that the record shows that the
Debtors have more than $5 million in unsecured debts.  Proof of
claim 9-1, as amended, filed by Firstbank shows a total amount
claimed of $36,865,623 and the value of collateral of $27 million.
Thus the difference exceeds $5 million.  According to the Court,
the claim has not been objected to.  The issue regarding
Firstbank's claim is whether it is secured or not.  The Court
found that it was at a hearing held on May 3, 2012, and in the
order entered on May 15, 2012.  The order was entered in relation
to the Debtors' request for use of cash collateral and not as a
result of an objection to claim.  The order was appealed to the
U.S. District Court.  "If the Debtors prevail in their appeal, the
amount of unsecured debt will increase," the Court stated.  A
review of the minutes of the hearing held on July 24, 2012, shows
the Debtors accepted amounts of $40 million; and in the joint
motion filed on June 22, 2012, the unsecured debt admitted exceeds
$5 million.

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


INVENT VENTURES: Reports $416K Net Loss in Third Quarter
--------------------------------------------------------
Invent Ventures, Inc., formerly known as Los Angeles Syndicate of
Technology, Inc., filed its quarterly report on Form 10-Q,
reporting a net decrease in net assets from operations of $415,857
on $31,150 of revenues for the three months ended Sept. 30, 2012,
compared with a net decrease in net assets from operations of
$68,815 on $25,000 of revenues for the same period a year ago.

Net loss from operations was $220,070 and $14,792 during the nine
months ended Sept. 30, 2012, and 2011, respectively.  Net realized
and unrealized losses were $195,787 and $54,023 for the three
months ended Sept. 30, 2012, and 2011, respectively.

For the nine months ended Sept. 30, 2012, the Company had a net
decrease in net assets from operations of $1.8 million on
$74,137 of revenues, compared with a net increase in net assets
from operations of $5.3 million on $82,500 of revenues for the
corresponding period in 2011.

Net loss from operations was $582,911 and $115,923 during the nine
months ended Sept. 30, 2012, and 2011, respectively.  Net realized
and unrealized losses were $1.2 million for the nine months ended
Sept. 30, 2012, compared with net realized and unrealized gains of
$2.8 million for the nine months ended Sept. 30, 2011.

Unrealized appreciation income tax adjustment were $0 and
$2.6 million for the nine months ended Sept. 30, 2012, and 2011,
respectively.

The Company's balance sheet at Sept. 30, 2012, showed
$11.1 million in total assets, $560,749 in total liabilities, and
net assets of $10.5 million.

Paritz & Company, P.A., in Hackensack, N.J., in their audit report
on Los Angeles Syndicate of Technology, Inc.'s financial
statements for 2011 and 2010, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company will need to raise
capital through sales of Company stock to provide sufficient cash
flow to fund the Company's operations.

A copy of the Form 10-Q is available at http://is.gd/SDpegB

NVENT Ventures, Inc., is a technology incubator located in Santa
Monica, California that builds web and mobile technology
companies.  The Company develops businesses in digital media,
consumer Internet, and social networking, and it owns six
companies at different stages of development.

INVENT operates as an internally-managed, non-diversified, closed-
end investment company that has elected to be treated as a
business development company ("BDC") under the Investment Company
Act of 1940.  From incorporation through Dec. 31, 2010, the
Company was taxed as a corporation under Subchapter C of the
Internal Revenue Code of 1986.  Effective Jan. 1, 2011, the
Company has elected to be treated for tax purposes as a regulated
investment company, or RIC, under the Internal Revenue Code of
1986.


IVEDA SOLUTIONS: Incurs $834,100 Net Loss in Third Quarter
----------------------------------------------------------
Iveda Solutions, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $834,104 on $381,173 of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$662,654 on $589,307 of revenue for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.5 million on $2.2 million of revenue, compared with a
net loss of $2.3 million on $1.4 million of revenue for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $3.8 million
in total assets, $1.8 million in total liabilities, and
stockholders' equity of $2.0 million.

"Since inception, the Company has generated an accumulated deficit
from operations of approximately $13.6 million at Sept. 30, 2012,
and has used approximately $2.3 million in cash from operations
through the current nine months ended Sept. 30, 2012.  As a
result, a risk exists regarding our ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/nNFgRC

Based in Mesa, Ariz., Iveda Solutions, Inc., delivers enterprise-
class centralized video hosting and real-time video surveillance
through cloud computing.  The Company installs video surveillance
equipment, primarily for security purposes, and provides video
hosting, archiving, and real-time remote surveillance services
with a proprietary reporting system, DSR(TM) (Daily Surveillance
Report), to a variety of businesses and organizations.

                           *     *     *

As reported in the TCR on April 9, 2012, Albert Wong & Co., in
Hong Kong, expressed substantial doubt about Iveda Solutions'
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 and has a significant accumulated deficit.  "In
addition, the Company continues to experience negative cash
flows from operations."


JEFFERSON 28K: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jefferson 28K G3 Murrieta LLC
        aka Jefferson 28K G3 Murrieta LLC
        29995 Technology Drive, Suite 304
        Murrieta, CA 92563

Bankruptcy Case No.: 12-35793

Chapter 11 Petition Date: November 19, 2012

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

Judge: Scott C. Clarkson

Debtor's Counsel: Bill J. Parks, Esq.
                  LAW OFFICES OF BILL PARKS
                  316 S. Melrose Drive
                  Vista, CA 92081
                  Tel: (760) 806-9293
                  E-mail: attparks@aol.com

Scheduled Assets: $1,400,000

Scheduled Liabilities: $1,161,700

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-35793.pdf

The petition was signed by Edward A. Shepherd, manager.


KANSAS CITY SOUTHERN: Moody's Hikes Sr. Unsec. Rating From (P)Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Kansas City
Southern ("KCS") and The Kansas City Southern Railway Company
("KCSR"), senior unsecured shelf rating to (P)Baa3 from (P)Ba2.
Moody's has also upgraded the ratings of Kansas City Southern de
Mexico S.A. de C.V. ("KCSM", a wholly-owned subsidiary of KCS),
Corporate Family Rating to Ba1 from Ba2. At the same time, Moody's
has assigned a Baa3 rating to KCSR's amended bank credit facility.
The ratings for KCS, KCSR and KCSM have stable outlooks.

Ratings Rationale

The ratings upgrade for KCS and its subsidiaries reflect the
strengthening credit profiles of both companies evidenced by
continuing improvements in the leverage, profitability, and
liquidity at these railroads, and Moody's expectations that these
companies will be able to sustain strong credit metrics over the
near term. The operating ratio (essentially one minus operating
margin) at KCS' US operations, which is predominantly represented
by the company's US railroad subsidiary KCSR, is expected to
remain in the low-70% range over the near term. This ratio
compares well to other larger Class I railroads that are rated
Baa3 and higher. It should also result in strong operating cash
flow that will enable KCS to maintain an aggressive and
strategically important network investment program. Although this
investment program is expected to result in negative free cash
flow during the intermediate term, it should support meaningful
improvement in service levels and greater pricing power over the
long term.

While the company has grown its revenue by over 10% annually since
2009, KCS has been able to reduce debt at its US operations, and
credit metrics have improved accordingly. Leverage (Debt to
EBITDA) at the company's US operations is estimated at less than
2.5 times as of September 2012, and EBIT to Interest at over 8
times. These measures map well against other Baa3 rated companies.
Operating cash flows have been robust, with Retained Cash Flow to
Debt of over 40%. Despite the negative free cash flow resulting
from its large investment program (in excess of 30% of revenue)
debt levels and leverage at the US operations have remained
relatively modest as a result of dividend distributions upstreamed
from KCSM.

Although operating results are also strong at KCS' Mexican
railroad, KCSM, the overall debt levels at this subsidiary remain
somewhat elevated, resulting in ratings at KCSM that lag that of
KCSR. Whereas debt at US operations now represents less than 100%
of revenue in the US, which is roughly in-line with the Class I
railroad average, KCSM's $1.4 billion of total debt represents
over 140% of revenue. KCSM's key credit metrics for the last
twelve months (LTM) through September 2012 include Debt to EBITDA
of 2.7 times and EBIT to Interest of 3.5 times. These levels are
appropriate for the Ba1 rating, but lag those of the US
operations. Moreover, with higher debt levels relative to its
size, Moody's believes that KCSM does not enjoy the same downside
protection as will the US operations in the event of a recession.
KCSM's ratings also take into account recent distributions that it
has made to its shareholder, KCS, and some potential that
distributions in the future could keep KCSM's debt at higher
levels than those of US operations.

KCSR's amended senior bank credit facilities are rated Baa3.
Although this facility is currently secured by substantially all
assets of the company's US operations, the terms of the amended
facility prescribe a fall-away provision relating to certain
rating changes, whereby the collateral is released from security
pledges and the facilities effectively become senior unsecured
obligations of the company. As these provisions will become
effective shortly, Moody's has assigned the ratings of these
facilities at the same level as KCSR's senior unsecured ratings.

The stable ratings outlook for KCS and its subsidiaries reflect
Moody's expectations that the company's operations will be able to
maintain solid operating margins while experiencing slow revenue
growth over the near term. Operating cash flow is expected to be
strong at both railroads over the next few years, sufficient to
support substantial levels of investments in their networks,
although Moody's also expects that KCS will continue to use a
moderate amount of cash distributed from KCSM, partially to cover
a portion of US operations' investments.

The ratings could be raised if KCSR or KCSM can further reduce
leverage, while at the same time grow the railroads' revenue base
and improve margins. At KCSR, the company would need to
demonstrate sustained operating ratios at US operations of below
70% through the business cycle, while maintaining leverage below
2.0 times Debt to EBITDA while substantially growing its revenue
base. The ability to consistently generate positive free cash flow
while maintaining capital spending of at least 17% of revenue will
also be important for a ratings upgrade at KCS and KCSR.
Similarly, the ratings of KCSM could be raised if the company
could consistently grow its revenue base and maintain operating
ratios in the mid-60% range, while reducing leverage to below 2.5
times and achieve EBIT to Interest in excess of 5 times.

Ratings could be lowered if operating conditions were to
unexpectedly deteriorate, with operating ratios increasing
substantially from current levels and negative free cash flow
ensuing despite reductions in capital spending in such a downturn.
Ratings could also be lowered if the company undertakes an
aggressive shareholder return policy, possibly using cash flow or
additional debt to fund such a program. Additionally, KCSM's
ratings could be revised lower if they were to face any risk of
termination of its concession with the Government of Mexico.

Issuer: Kansas City Southern, Inc

  Upgrades:

    Multiple Seniority Shelf, Upgraded to (P)Ba1 from (P)Ba2

  Withdrawals:

     Probability of Default Rating, Withdrawn, previously rated
     Ba1

     Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

     Corporate Family Rating, Withdrawn, previously rated Ba1

     Multiple Seniority Shelf, Withdrawn, previously rated LGD5,
     89%

Issuer: Kansas City Southern de Mexico, S.A. de C.V. ,

  Upgrades:

    Corporate Family Rating, Upgraded to Ba1 from Ba2

    Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
    from Ba2

    Senior Secured Bank Credit Facility, Upgraded to Baa3
    from Ba1

Issuer: Kansas City Southern Railway Company (The) ,

  Upgrades:

    Senior Unsecured Shelf, Upgraded to (P)Baa3 from (P)Ba2

  Assignments:

    Senior Unsecured Bank Credit Facility, Assigned Baa3

  Withdrawals:

    Senior Unsecured Shelf, Withdrawn, previously rated LGD5, 89%

Issuer: Southern Capital Corporation ,

  Upgrades:

    Senior Secured Equipment Trust, Upgraded to Baa1, Baa1 from
    Baa2, Baa2

The principal methodology used in rating Kansas City Southern and
rated subsidiaries was the Global Freight Railroad Industry
Methodology, published March 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Kansas City Southern operates a Class I railway in the central
U.S. (The Kansas City Southern Railway Company) and, through its
wholly-owned subsidiary Kansas City Southern de Mexico, S.A. de
C.V., owns the concession to operate Mexico's northeastern
railroad.

Kansas City Southern operates a Class I railway in the central
U.S. (The Kansas City Southern Railway Company) and, through its
wholly-owned subsidiary Kansas City Southern de Mexico, S.A. de
C.V., owns the concession to operate Mexico's northeastern
railroad.


KAR AUCTION: Moody's Says Proposed Amendment Credit Negative
------------------------------------------------------------
Moody's Investors Service said KAR Auction Services, Inc.'s
amendment request to lenders, while credit negative, does not
impact the B1 Corporate Family Rating, SGL-2 liquidity rating or
stable outlook.

Headquartered in Carmel, Indiana, KAR is a leading provider of
vehicle auction services in North America. The company provides
whole car auction services (dba ADESA), salvage auction services
(dba Insurance Auto Auctions, or IAAI), and floorplan financing
(dba Automotive Finance Corporation, or AFC). In the twelve months
ended September 30, 2012, KAR reported revenues of about $1.9
billion.


KWF THREE: Chapter 11 Case Summary & 4 Unsecured Creditors
----------------------------------------------------------
Debtor: KWF Three, LLC
        2070 S. Orange Blossom Trail
        Apopka, FL 32703

Bankruptcy Case No.: 12-15668

Chapter 11 Petition Date: November 19, 2012

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

Judge: Karen S. Jennemann

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
GW Partners Ltd. 1                    12-02045            02/20/12
GW Partners Ltd. 2                    12-02046            02/20/12
GW Partners Ltd. 3                    12-02047            02/20/12
KWF Four, LLC                         12-15669            11/19/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
MDC 2, LLC                            12-09323            07/10/12
MDC 4, LLC                            12-09389            07/11/12
MDC 5, LLC                            12-04678            04/09/12
MDC 9, LLC                            12-02048            02/20/12

The petitions were signed by Kenneth L. Wood, manager.

A copy of the copy of KWF Three's list of its four unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-15668.pdf

A copy of KWF Four's list of its three unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-15669.pdf


L. K. FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: L. K. Family Trust dtd 1/1/98
        P.O. Box 93580
        Lakeland, FL 33804

Bankruptcy Case No.: 12-17449

Chapter 11 Petition Date: November 19, 2012

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

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

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

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

The petition was signed by Leonard J. Kronen, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Southern Land Development
  Holdings, LLC.                      10-15565            06/29/10


LAS VEGAS RAILWAY: Incurs $870,020 Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Las Vegas Railway Express, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $870,020 on $102 of revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $341,995 on $nil revenue for the three months ended
Sept. 30, 2011.  Net loss from discontinued operations was $3,914
for the three months ending Sept. 30, 2012, compared to income of
$419 for the three months ending Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company incurred a
net loss of $960,530 on $102 of revenues, compared with a net loss
of $749,096 on $nil revenue for the six months ended Sept. 30,
2011.  Net income from discontinued operations was $480,507 for
the six months ending Sept. 30, 2012, compared to $419 for the six
months ending Sept. 30, 2011.

For the quarter and six months ended Sept. 30, 2012, there were no
revenues associated with the railcar operations.

The Company's balance sheet at Sept. 30, 2012, showed $2.1 million
in total assets, $362,135 in total liabilities, and stockholders'
equity of $1.7 million.

The Company said in the regulatory filing: "As shown in the
accompanying financial statements, the Company has net loss from
continuing operations of $1,441,037 for the six months ended
Sept. 30, 2012 and an accumulative deficit of $12,584,143 through
Sept. 30, 2012.  Although a substantial portion of the Company's
cumulative net loss is attributable to discontinued operations,
management believes that it will need additional equity or debt
financing to implement the business plan.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/GXYjHW

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., is a
Delaware corporation whose business plan is to establish a rail
passenger train service between Las Vegas and Los Angeles using
existing railroad lines currently utilized by two Class I
railroads, Burlington Northern and Union Pacific.  The development
concept is to provide a Las Vegas style experience on the train
(which the Company plans to call the "X" Train), which would
traverse the planned route in approximately 5 hours.

Prior to Jan. 21, 2010, the Company had been actively engaged in
acquiring underperforming mortgage loan portfolios and generating
revenues from re-performing, sale of loans and fee revenue.

As of Jan. 21, 2010, the Company changed its primary business and
abandoned the prior business.  Accordingly, the assets and
liabilities and results of operation related to this business have
been classified as discontinued operations in the financial
statements for all periods presented.

                           *     *     *

Hamilton, PC's report on Las Vegas Railway's financial statements
for the fiscal year ended March 31, 2012, contained an explanatory
paragraph stating that the Company's recurring losses from
operations raises substantial doubt about its ability to continue
as a going concern.


LBI MEDIA HOLDINGS: Incurs $13.9-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
LBI Media Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $13.9 million on $32.1 million of net
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $6.7 million on $30.5 million of net revenues for
the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $31.3 million on $91.7 million of net revenues, compared
with a net loss of $19.7 million on $87.4 million of net revenues
for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$311.6 million in total assets, $561.0 million in total
liabilities, and a stockholders' deficit of $249.4 million.

According to the regulatory filing, as a result of uncertainties
related to future sources and sufficiency of liquidity required by
the Company to satisfy its outstanding debt and debt service
obligations, there is substantial doubt about the Company's
ability to continue as a going concern.

"In an attempt to reduce their outstanding debt and debt service
obligations, LBI Media and LBI Media Holdings have commenced
private exchange offers to exchange new notes to be issued by LBI
Media and LBI Media Holdings for any and all of LBI Media's 2007
Senior Subordinated Notes and LBI Media Holdings' Senior Discount
Notes.  Concurrently with the Exchange Offers, LBI Media began
soliciting consents for amendments to its 2011 Revolver from
lenders under the 2011 Revolver and for amendments to the
indenture governing its 2011 Senior Secured Notes from holders of
its 2011 Senior Secured Notes.  The Exchange Offers are
conditioned on, among other things, obtaining the requisite
consents to the proposed amendments to the Senior Secured Revolver
and the indenture governing the 2011 Senior Secured Notes.  The
Company can provide no assurances that the Exchange Offers will be
consummated or that the terms of the Exchange Offers will not
change.  If the Exchange Offers are not consummated, the Company
will need to pursue one or more alternative strategies, such as
refinancing or restructuring its indebtedness, selling additional
debt or equity securities or selling assets, in order to pay the
amounts due under LBI Media Holdings' Senior Discount Notes when
they mature in October 2013 and to meet its ongoing obligations.
If LBI Media Holdings and its subsidiaries are unable to secure
alternative sources of liquidity in sufficient amounts, LBI Media
Holdings and its subsidiaries may not be able to satisfy their
obligations when they become due which would have a material
adverse effect on LBI Media Holdings' and its subsidiaries'
overall business and financial condition.  Because LBI Media has
also pledged substantially all of its assets to its existing
lenders and holders of LBI Media's 2011 Senior Secured Notes, the
Company may not be able to refinance its existing debt or issue
additional debt or equity securities on favorable terms, if at
all, and if the Company must sell its assets, it may negatively
affect its ability to generate net revenues."

A copy of the Form 10-Q is available at http://is.gd/NEtwby

Headquartered in Burbank, Calif., LBI Media Holdings, Inc., and
its wholly owned subsidiaries own and operate television stations
located in California, Texas, Arizona, Utah, New York, Colorado,
Illinois, and Florida and radio stations in California and Texas.
The Company operates its New York television station and three of
its radio stations in its California and Texas markets under time
brokerage agreements.  The Company also owns television production
facilities that are used to produce programming for Company-owned
and affiliated television stations.  The Company sells commercial
airtime on its radio and television stations to local, regional
and national advertisers.


LENDINGCLUB CORPORATION: Incurs $882,000 Net Loss in Sept. 30 Qtr.
------------------------------------------------------------------
LendingClub Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $881,587 on $9.9 million of total net
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $3.3 million on $3.4 million of total net revenue for
the three months ended Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $3.4 million on $16.6 million of total net revenue,
compared with a net loss of $6.5 million on $6.2 million of total
net revenue for the six months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$669.3 million in total assets, $617.8 million in total
liabilities, $102.5 million of preferred stock, and a
stockholders' deficit of $51.0 million.

The Company said in the regulatory filing: "We have incurred
operating losses since our inception.  For the three months ended
Sept. 30, 2012, and 2011, we incurred net losses of $881,587 and
$3,346,357, respectively, and for the six months ended Sept. 30,
2012. and 2011, we incurred net losses of $3,407,395 and
$6,453,035, respectively.  Additionally, we have an accumulated
deficit of $56,806,095 since inception and a stockholders' deficit
of $50,975,398 as of Sept. 30, 2012."

A copy of the Form 10-Q is available at http://is.gd/RZVLp0

Based in San Francisco, LendingClub Corporation is an online
financial platform that enables qualified borrower members to
obtain unsecured consumer loans (which the Company refers to as
"Member Loans").  The Company was incorporated in Delaware in
October 2006, and in May 2007, began operations as an application
on Facebook.com.  The Company expanded its operations in August
2007 with the launch of its public website, www.lendingclub.com.
Investors have the opportunity to purchase Member Payment
Dependent Notes issued by the Company, with each series of Notes
corresponding to an individual Member Loan facilitated through the
Company's platform. The Notes are unsecured, are dependent for
payment on the related Member Loan and offer interest rates and
credit characteristics that the Company believes the investors
find attractive.


LEWISTOWN HOSPITAL: Moody's Cuts Long-Term Bond Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
long-term bond rating assigned to Lewistown Hospital's (PA) $20.6
million of outstanding bonds issued by the Mifflin County Hospital
Authority, PA. The outlook remains negative.

Ratings Rationale

The rating downgrade to Ba1 and the continued negative rating
outlook is based on operating losses, large volume declines, and
flat revenues in fiscal year (FY) 2012; trends which continue
unabated through first quarter of FY 2013. The challenges are
partially offset by Lewistown Hospital's leading (though
declining) market position, adequate unrestricted cash position
and maintenance of adequate debt coverage measures. However,
failure to improve performance and weakening of debt service
coverage measures could further pressure the rating.

Challenges

* At least six years of volume declines with 26% inpatient
   admission declines over FYs 2007 through 2012; future
   projected decline in FY13.

* Erratic operating performance with -1.8% operating margin and
   4.7% operating cash flow through unaudited FYE 2012. Since FY
   2008, operating margin has averaged -1.4% and operating cash
   flow averaging 5.8%. Through first quarter FY 2013, Lewistown
   had an operating margin of -3.7% and operating cash flow
   margin of 2.9%.

* Growing percentage of Medicaid at 14.3% in FY 2012 and 14.0%
   in FY 2011 along with challenging demographics, including
   anemic population growth in Mifflin County, education levels
   and wealth indicators lower than state and national levels.

* Small size hospital with less than 5,000 admissions and less
   than $113 million revenue base with high dependency on a small
   physician staff.

* Increasingly competitive environment outside of the primary
   service area with local competitor Mount Nittany completing
   construction of a new wing in State College, PA and other
   tertiary and quaternary providers in Harrisburg and Hershey.

* Large unfunded pension obligation, with lowering of discount
   rate in FY 2012 contributing to accrued pension cost growing
   to $33.6 million from $19.0 million in FY 2011; employer
   contribution expected to grow by $780,000 to $4.8 million in
   FY 2013; pension liability exceeds bonded debt

Strengths

* Sole community provider status for acute care services in a
   two county primary service area of Mifflin and Juniata county.

* 100% all fixed rate debt structure with no exposure to
   derivatives.

* Balance sheet and liquidity measures above Ba1 medians with
   124 days cash on hand at unaudited FYE 2012 (down from 153
   days cash on hand in FY 2011 and 140 days in FY 2010) and 126%
   cash to debt at unaudited FYE 2012 (down from 166% in FY
   2011).

Outlook

The negative outlook reflects LHF's weakened fundamentals
demonstrated by continued volume losses, inconsistent operating
performance and market share decline. Inability to increase
volumes and significantly improve financial performance could
result in further downward rating action.

What Could Make The Rating Go UP

Longer-term possibility of upgrade reliant on an ability to
rebuild volumes, retain and improve market share, sustain
profitable operations and fortify cash.

What Could Make The Rating Go DOWN

Continued volume decline, further operating losses, deterioration
of balance sheet measures, or increase in debt without
commensurate operational improvement.

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


LIGHTSQUARED INC: FCC Seeks Comments on Proposal Band Spectrum
--------------------------------------------------------------
Phil Goldstein at FierceWireless reports that the Federal
Communications Commission is seeking comment on LightSquared's
latest proposal to salvage its MSS L-band spectrum holdings and
deploy an LTE network.

According to the report, LightSquared wants to share spectrum that
is currently set aside for weather balloons used by the federal
government.  In exchange, LightSquared said it would permanently
relinquish its 10 MHz of spectrum that is directly adjacent to the
frequencies used by global position system receivers.

The report notes, in a public notice, the FCC said petitions to
deny LightSquared's proposal are due Dec. 17, oppositions are due
Jan. 4 and reply comments are due Jan. 11.  According to the
report, the FCC's move is just the latest step in a long-running
saga that has left LightSquared in bankruptcy protection fighting
for its survival.

The report relates, earlier this fall LightSquared filed a new
spectrum proposal that, if approved, would let it use some of its
existing spectrum holdings along with the weather balloon
spectrum.  Under the proposal LightSquared would combine the 5 MHz
it uses for satellite service at 1670-1675 MHz with frequencies in
the 1675-1680 MHz band, currently used by National Oceanographic
and Atmospheric Administration weather balloons.  The company
would share the NOAA spectrum rather than gain exclusive rights to
it.

The new proposal comes as Globalstar, a small satellite firm, is
asking the FCC to allow it to use its MSS spectrum for mobile
broadband.  Globalstar is licensed to provide mobile satellite
service in the Big LEO band at 1610-1618.725 MHz (the "Lower Big
LEO band" for uplink operations) and 2483.5-2500 MHz (the "Upper
Big LEO band" for downlink operations).  The company plans to
partner with unnamed "terrestrial partners," or wireless carriers,
to launch LTE service on its spectrum, the report adds.

                       About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LIGHTSQUARED INC: EY LLP May Provide Additional Tax Services
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Lightsquared Inc., et al., to modify the scope of its
employment and retention of Ernst & Young LLP in the Chapter 11
cases, nunc pro tunc to Oct. 9, 2012, to include additional
services.  See http://bankrupt.com/misc/lightsquared.doc408.pdf

The Debtors previously obtained approval to hire E&Y LLP to
provide services pursuant to a certain master services agreement,
and incorporated statements of work for tax compliance services
for LightSquared Inc. and subsidiaries, tax compliance services
for LightSquared LP and certain affiliates, restructuring advisory
services, routine on-call tax services.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.




LIGHTSQUARED INC: Negotiates Extension of Lease Decision Period
---------------------------------------------------------------
LightSquared Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to further extend the time within
which it may assume or reject certain of its unexpired leases of
nonresidential real property to

A hearing on the motion will be held on Nov. 28, 2012, at 10:00
a.m.  Objections, if any, to the motion must be filed no later
than Nov. 21, 2012, at 4:00 p.m.

The leases subject to the extension relate to nonresidential real
property currently used by LightSquared for: (a) inventory
fulfillment and warehousing, (b) satellite carrier monitoring
stations, and (c) satellite network gateways.

The Debtors tell the Court that each of the counterparties to the
subject leases have consented in writing to, extensions to the
365(d)(4) deadline to and including June 10, 2013 (Exhibit A) or
through the date upon which a plan of reorganization under Chapter
11 of the Bankruptcy Code is confirmed in the Chapter 11 cases
(Exhibit B).

A list of the leases is available at
http://bankrupt.com/misc/lightsquared.doc413.pdf

                       About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LIGHTSQUARED INC: LP Lenders Files Redacted Version of Complaint
----------------------------------------------------------------
The Ad Hoc Secured Group of LightSquared LP filed a reply
Wednesday in support of its motion to grant it leave, standing and
authority to commence, prosecute and/or settle certain claims of
the estates of LightSquared Inc., et al., and in response to the
(i) objection of U.S. Bank National Association and Mast Capital
Management, LLC, to the motion [Docket No. 377], (ii) supplemental
objection of U.S. Bank National Association to the motion [Docket
No. 378]; (iii) Statement of LightSquared, Inc., et al., regarding
the motion [Docket No. 379]; and (iv) objection of Harbinger
Capital Partners LLC to the motion.

The holders of $1.08 billion in secured debt in LightSquared LP
said LightSquared Inc. received a faulty $263.8 million loan last
year.  The LP Lenders claim that the July 2011 loan should be
recharacterized as an equity investment by Harbinger, which
contributed $183.8 million of the total.  Affiliates committed
fraudulent transfers when they guaranteed the loan without
receiving anything of value in return, the Ad Hoc Secured Group
contended.

The LP Lenders argued:

   I. The objections do not refute the existence of colorable
      estate claims.

  II. The objections do not refute that pursuing these claims
      would be valuable to the estates.

A copy of the LP Lenders' Reply and Revised Complaint is available
at http://bankrupt.com/misc/lightsquared.doc416.pdf

                       About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LYFE COMMUNICATIONS: Incurs $322,500 Net Loss in Third Quarter
--------------------------------------------------------------
LYFE Communications, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $322,534 for the 2012 third quarter,
compared to a net loss of $1.0 million for the same period in
2011.  Revenue for the 2012 third quarter was $133,107 compared to
$215,052 for the same period in 2011.

The net loss for the 2012 nine month period was $1.1 million,
compared to a net loss of $3.6 million for the same period in
2011.  Revenue for the 2012 nine month period was $458,654,
compared to $426,311 for the same period in 2011.

"Selling, General and Administrative costs decreased by $602,911
and $2,362,575 for the three and nine months ended Sept,. 30,
2012, and 2011, respectively.  This decrease is due to a reduction
in employee head count, as well as a decrease in operating costs
related to a decline in the customer base.  Due to a lack of
liquidity and funding resources, the Company has reduced all non-
essential costs."

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $2.1 million.

"The Company has an accumulated deficit through Sept. 30, 2012, of
$15,151,677, and has had negative cash flows from operating
activities.  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 at http://is.gd/gSeXC1

                   About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

                          *     *     *

Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed
substantial doubt about LYFE'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 incurred significant losses and negative cash flows from
operations since inception, has not established operations with
consistent revenue streams, and has a working capital deficit.


METROGAS SA: Had ARS82.6-Mil. Net Loss in First 9 Months of 2012
----------------------------------------------------------------
MetroGAS S.A. reported a net loss of ARS82.6 million on
ARS945.4 million of sales for the nine months ended Sept. 30,
2012, compared with a net loss of ARS12.5 million on
ARS906.2 million of sales for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed total assets
of ARS2.604 billion, total liabilities of ARS1.933 billion,
minority interest of ARS1.0 million, and shareholders' equity of
ARS670.1 million.

             Limited Review Report Dated Nov. 7, 2012

In their limited review report to the shareholders, President and
directors of the Company, dated Nov. 7, 2012, Price Waterhouse &
Co., S.R.L., cited, among other things, that the changes in the
economic conditions in Argentina and the changes to the License
under which the Company operates made by the Argentine National
Government, mainly related to the suspension of the original
regime for tariff adjustments, have affected the Company's
economic and financial equation.  Management is in the process of
renegotiating certain terms of the License with the Argentine
National Government to counteract the negative impact caused by
the above mentioned circumstances.

The adverse financial conditions that MetroGAS faces as a result
of the situation mentioned above led to MetroGAS' Board of
Directors to approve the Company's filing of a petition for
voluntary reorganization (concurso preventivo) in an Argentine
court on June 17, 2010, which was decreed by such court hearing
the case on July 15, 2010.  This circumstance generated an event
of default under the Negotiable Obligation Issue Program of the
Company which resulted in the automatic acceleration of the
outstanding financial debt obligations.  Nevertheless, upon the
reorganization filing, an automatic stay was put into place on the
payment of principal and interest on its outstanding debt
obligations.

A copy of the Company's unaudited consolidated interim financial
statements for the nine months ended Sept. 30, 2012, is available
at http://is.gd/Rf5NL2

                          About MetroGas

Buenos Aires, Argentina-based MetroGAS S.A., a gas distribution
company, was incorporated on Nov. 24, 1992, and began operations
on Dec. 29, 1992, when the privatization of Gas del Estado S.E.
("GdE") (an Argentine Government-owned enterprise) was completed.

Through Executive Decree No. 2,459/92 dated Dec. 21, 1992, the
Argentine Government granted MetroGAS an exclusive license to
provide the public service of natural gas distribution in the area
of the Federal Capital and southern and eastern Greater Buenos
Aires, by operating the assets allocated to the Company by GdE for
a 35 year period from the Takeover Date (Dec. 28, 1992).  This
period can be extended for an additional 10 year period under
certain conditions.

MetroGAS' controlling shareholder is Gas Argentino S.A. ("Gas
Argentino") who holds 70% of the Common Stock of the Company.  The
20%, which was originally owned by the National Government, was
offered in public offering and the remaining 10% is under the
Employee Stock Ownership Plan ("Programa de Propiedad Participada"
or "PPP").

                       Going Concern Doubt

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about MetroGas S.A.'s ability to
continue as a going concern, following the Company's 2011 results.
The independent auditors noted of the uncertainties related to the
suspension of the original regime for tariff adjustments and the
Company's petition for voluntary reorganization in an Argentine
Court on June 17, 2010.


MOUNT VERNON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Mount Vernon Missionary Baptist Church
        310 Ottilia Street
        Daly City, CA 94014

Bankruptcy Case No.: 12-33282

Chapter 11 Petition Date: November 19, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Richard A. LaCava, Esq.
                  LAW OFFICES OF RICHARD A. LACAVA
                  3814 24th Street, #202
                  San Francisco, CA 94114
                  Tel: (415) 282-8960
                  E-mail: lacava@pacbell.net

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

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

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

The petition was signed by Alfredo Lewis, pastor.


NEW BEGINNING: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: New Beginning Missionary Baptist Church, Inc.
        2125 NW 155 St.
        Miami Gardens, FL 33054

Bankruptcy Case No.: 12-37848

Chapter 11 Petition Date: November 20, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Peter D. Spindel, Esq.
                  P.O. Box 166245
                  Miami, FL 33116
                  Tel: (786) 517-4229
                  Fax: (305) 279-2127
                  E-mail: peterspindel@gmail.com

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

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

A copy of the Company's list of its seven unsecured creditors is
available for free at http://bankrupt.com/misc/flsb12-37848.pdf

The petition was signed by Eric Readon, president.


OAKHURST NATIONAL: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Oakhurst National Plaza, LLC
        493 Robertson Boulevard
        Beverly Hills, CA 90211
        Tel: (310) 275-2211

Bankruptcy Case No.: 12-48532

Chapter 11 Petition Date: November 19, 2012

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

Judge: Julia W. Brand

Debtor's Counsel: James B. Smith, Esq.
                  LAW OFFICES OF JAMES B. SMITH
                  15303 Ventura Boulevard, Suite 900
                  Los Angeles, CA 91403
                  Tel: (323) 924-8480
                  Fax: (323) 924-8481
                  E-mail: jim@jamesbsmithlaw.com

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

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

The petition was signed by Marvin Markowitz, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
3328 Oakhurst, LLC                 Judgment             $1,200,000
c/o EGERMAN & BROWN, LLP
9401 Wilshire Boulevard, #500
Beverly Hills


ODYSSEY DIVERSIFIED: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Odyssey Diversified IX, LLC, filed with the Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $291,524
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,515,420
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,896,330
                                 -----------      -----------
        TOTAL                       $291,524      $31,411,750

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.


OPTIMUMBANK HOLDINGS: Incurs $1-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
OptimumBank Holdings, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $1.0 million for the 2012 third
quarter, compared to a net loss of $563,000 for the same period in
2011.  Net interest income before provision (credit) for loan
losses for the 2012 third quarter was $661,000, compared to
$686,000 for the same period in 2011.

The net loss for the 2012 nine month period was $2.4 million,
compared to a net loss of $3.7 million for the same period in
2011.  Net interest income before provision (credit) for loan
losses for the 2012 nine month period was $1.9 million, compared
to $2.4 million for the same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                        Regulatory Capital

According to the regulatory filing, at Sept. 30, 2012, the Bank
met or exceeded all of its regulatory capital requirements.  "As a
result of the Consent Order the Bank is categorized as "adequately
capitalized" until the Consent Order is lifted, even though the
ratios would otherwise place it in the 'well capitalized'
category."

At Sept. 30, 2012, the Bank had a tier 1 risk-based capital ratio
of 12.64%, a total risk-based capital ratio of 13.90% and a
leverage ratio of 9.21%.

A copy of the Form 10-Q is available at http://is.gd/o3akQK

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.


ORBITAL SCIENCES: Refinancing Plan No Impact on Moody's 'Ba1' CFR
-----------------------------------------------------------------
Moody's Investors Service said that Orbital Sciences Corporation's
(Ba1 Corporate Family Rating) announced plan to tender for and
redeem its $143.75 million 2.4375% Convertible Senior Subordinated
Notes due 2027 using funds from a $150 million five-year first
lien term loan to be arranged under an existing bank debt facility
could adversely affect the existing Baa3 (LGD-2, 24%) bank
facility rating. The transaction, which is subject to certain
thresholds, would address refinancing risk associated with the
company's existing convertible notes which could be put back to
the company by investors in January of 2014.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small/medium space and missile systems for
commercial, civil government and military customers. Revenues over
the twelve months ended September 30, 2012 were $1.4 billion.


OLD SECOND BANCORP: Reports $120,000 Net Income in Third Quarter
----------------------------------------------------------------
Old Second Bancorp, Inc., filed its quarterly quarterly report on
Form 10-Q, reporting net income of $120,000 on $14.6 million of
net interest and dividend income for the three months ended
Sept. 30, 2012, compared with a net loss of $1.4 million on
$15.9 million of net interest and dividend income for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.6 million on $45.4 million of net interest and dividend
income, compared with a net loss of $3.5 million on $48.9 million
of net interest and dividend income for the same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$1.903 billion in total assets, $1.832 billion in total
liabilities, and stockholders' equity of $70.7 million.

The Bank exceeded The Bank exceeded the general minimum regulatory
requirements to be considered "well capitalized" and is in full
compliance with heightened capital ratios that it agreed to
maintain with the OCC contained within the Consent Order.
However, as a result of continuing to be under the Consent Order,
the Bank is formally considered "adequately capitalized".

A copy of the Form 10-Q is available at http://is.gd/JkcWuM

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.


ORLANDO, FL: Fitch Affirms Low-B Rating on TDT Revenue Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the following bonds for the city of
Orlando:

  -- $185.0 million senior lien tourist development tax (TDT)
     revenue bonds (sixth cent contract payments) series 2008A at
     'BB+';
  -- $33.4 million second lien subordinate TDT revenue bonds
     (sixth cent contract payments) series 2008B at 'B'.

The Rating Outlook is Stable.

SECURITY

The 2008A and 2008B revenue bonds are limited obligations of the
city secured by the discrete trust estate, including pledged
funds, for each respective series of bonds.  The majority of
pledged funds consist of 50% of a one cent tax levied county-wide
on hotel stays.  The hotel tax is collected by the county and
remitted to the city according to an interlocal agreement.

Pledged revenues also include a fixed installment payment payable
from the remaining half of the one cent tax, and equal to $2.8
million available through 2018.  Pledged funds are allocated to
each trust estate of the three series of bonds (Fitch does not
rate the series 2008C bonds) according to a flow of funds with
revenues distributed to each trust estate according to the
seniority of the series.  Additional security is provided by a
dedicated liquidity reserve and debt service reserve fund for each
series with each established at 50% of respective maximum annual
debt service (MADS) for a total combined reserve for each series
of 100% of MADS.

KEY RATING DRIVERS

RECOVERING BUT VOLATILE REVENUE STREAM: TDT collections continue
to experience consistent year over year monthly revenue growth,
benefitting from a recovery of the tourism industry as well as a
one-time settlement from a lawsuit.  With 15% declines in fiscals
2001-2002 and 2009, the TDT remains economically sensitive and
volatile revenue.

THIN DEBT SERVICE COVERAGE DESPITE TDT GROWTH Debt service
coverage for the senior series 2008A bonds and combined senior
bonds and subordinate series 2008B bonds has improved but remains
thin, even with recent TDT growth. Modest revenue growth for the
series A bonds and much more rapid growth for the series B bonds
are required to ensure payment of both series of bonds without a
draw upon reserves.

SERIES 2008B BONDS FAIL UNDER STRESS SCENARIOS: Under certain
Fitch designed stress scenarios, liquidity reserves and ultimately
DSRA holdings will be insufficient to pay series 2008B debt
service requirements in full. Series 2008A bonds hold up
satisfactorily for the current rating to stress scenarios.

RESERVE CUSHION: Each series of bonds was issued with a liquidity
reserve equal to 1/2 maximum annual debt services (MADS) and a
debt service reserve account (DSRA) equal to 1/2 MADS, with the
intention that the cushion could provide sufficient cash flow to
compensate against periods of weak revenue performance.  A one-
time cash infusion from unused construction proceeds has fully
replenished the liquidity reserve for the series 2008B bonds, and
the liquidity reserve for the series 2008A bonds remains fully
funded.  There has never been a draw on either DSRA.

BONDHOLDERS PROTECTED UPON CROSS DEFAULT: A default for any of the
series results in a cross default under the indenture.  The
ensuing flow of funds is structured to honor the lien status.

NO ADDITIONAL DEBT: Additional debt is prohibited under the
indentures, excluding refundings.

PREMIER TOURIST DESTINATION: The city is home to Disney World, a
world-class tourist attraction.  The strength of the amusement
park and other area attractions has enabled the leisure industry
to rebound relatively quickly from downturns.

WHAT COULD TRIGGER A RATING ACTION

SUSTAINED TDT GROWTH: Sustained and robust growth in TDT revenues
could lead to positive rating action.

DECLINE IN TDT REVENUE: Conversely, a reversal of recent positive
trends could lead to coverage at levels inconsistent with even the
current low ratings.

CREDIT PROFILE

Pledged TDT revenues continue to expand as monthly collections
have consistently increased on a year over year basis, with two
exceptions, since February 2010.  The first exception was a
negligible 0.4% drop in December 2011collections.  The second
exception was a 35% month over month decrease in September 2012,
attributable to a sizable litigation settlement between the county
and Expedia.com.  Adjusting for the settlement payments, September
2012 TDT revenues expanded by a healthy 5.1% over prior year
revenues.  For the entire fiscal 2012, TDT revenues gained 4.2%
net of the Expedia settlement and have grown a substantial 19%
since fiscal 2009.

The ongoing recovery has been boosted by a combination of pent-up
theme park demand according to officials, an improving economy, an
influx of foreign visitors and a Harry Potter attraction at the
Universal Theme Park which opened in 2010.  Both Disney World and
Universal are in the process of making sizable investments in
their Orlando theme parks.  Disney is expanding Fantasyland while
Universal is in the process of developing a 1,800 room hotel on-
site. New features at existing theme parks, such as the planned
Antarctica ride at SeaWorld, are expected to further boost
visitors.

TDT revenues experienced robust growth, increasing at an average
annual rate of 12.7% from 1979 to 2000.  During the past decade,
however, the TDT suffered its first-time annual drop falling 3.1%
in fiscal 2001.  The TDT fell an additional 12.6% in fiscal 2002
and 15.4% in fiscal 2009.  The recent volatility of the revenue
stream underscores the economically sensitive nature of the TDT
and its dependence upon the local tourist sector.

Some revenue stability is provided by an annual installment
payment equal to $2.8 million to be received monthly through Nov.
15, 2018.  In bond year 2011 - 2012, the installment payments
equalled 16% of pledged revenues.

THIN COVERAGE RATIOS, CUSHIONS FROM RESERVES
Despite the recovery in TDT collections, coverage of series 2008A
and 2008B debt service remains thin.  The bonds were structured
with the larger principal and interest payments payable on Nov. 1
as revenue collections have historically been more robust during
the summer months.  The flow of funds is unusual as the first
interest payment in each bond year is paid across all series while
for the second principal and interest payment, senior debt service
is paid prior to the second and third liens.  As a consequence,
debt service requirements are substantially higher for November
payment dates.  Both on a historical and projected basis, coverage
has been narrower for the November dates, and Fitch rates to these
lower ratios.

TDT revenues collected from March through August of 2012 provided
a slim 1.25x debt service coverage for the series 2008A November,
2012 payment.  Payment of all series 2008A bonds without a draw on
the reserve funds requires modest TDT growth over the life of the
issue.  Under the Fitch base case scenario of 2.3% annual growth,
equal to the average annual growth since fiscal 2000, TDT revenues
would provide debt service coverage of at least 1.2x.  Fitch
stress scenarios that mirror the severe historical revenue
declines of the past decade, followed by a conservative recovery
and then baseline growth, demonstrate that reserves would be
required to augment pledged revenues.

For combined series 2008A and subordinate series 2008B debt
service, TDT revenues failed to provide sum-sufficient coverage
for the November 2010 payment, with actual coverage at 0.97x.  TDT
revenue growth over the past two years resulted in a still slim
1.13x coverage in November 2012. Under the Fitch base case
scenario, TDT coverage would range from 1.0x - 1.2x through
November 2020.  Fitch stress scenarios described above as well as
a no growth scenario would result in a default of the series B
bonds.

The liquidity reserves for each series were established to
compensate for expected fluctuations in TDT collections. Use of
the liquidity reserve does not constitute a material event, and
use of the DSRA does not constitute a default.  The series 2008A
liquidity reserve has been fully funded since the middle of 2009
when it was replenished subsequent to a draw to compensate for
lower than anticipated capitalized interest earnings.  The series
2008B liquidity reserve was replenished in July 2011 with the
payment of $392,000 of unused construction.  THE DSRA has never
been utilized for either series of bonds.

ADEQUATE BONDHOLDER PROJECTIONS

Legal provisions include a cross-default provision, which
stipulates that the default of one series of bonds under the
indenture is an event of default under all indentures.  Upon
default, the flow of funds directs payment of principal and
interest to the holders of the series 2008A bonds and subsequently
to the owners of the 2008B bonds, prior to any payments to third
lien bondholders.  It is likely that a cross-default will occur
during the life of the bonds, given that the series 2008C defaults
in the Fitch base case scenario and in all of the stress tests.
Average annual revenue growth of 11.1% is required to generate
sufficient income to avoid default on the series 2008C through
2020.  Fitch considers this to be optimistic, given the recent
trend of TDT volatility.

Additional debt is prohibited under the indenture, except for
refundings.  Additional bonds for refunding purposes may be issued
if, during any consecutive 12 of the previous 25 months, contract
revenues equaled at least 1.33x MADS on all existing and proposed
debt and 1.10x MADS on all senior and second-lien bonds. The
calculation excludes installment payment revenues.

CENTRAL FLORIDA ECONOMIC STRENGTHS

The local economy is experiencing a sustained recovery as
evidenced by solid job growth and falling unemployment rates.
Employment levels within the Orlando metropolitan statistical area
(MSA) increased by 1.7% in 2011 after three consecutive years of
job losses.  MSA employment for August 2012 shows a year over year
increase of 3.7% or approximately 37,000 jobs.  Consequently,
unemployment rates have dipped from over 10% during 2011 to 8.7%
as of this past August, below the state rate of 9.0% but above the
national unemployment rate of 8.2%.

The leisure and hospitality sector is a major component of the
local economy, comprising about 21% of total employment.  Disney
is the dominant player, employing about 58,000 or over 10% and 5%
of county and MSA employment, respectively. Universal reports
13,000 employees while SeaWorld of Orlando's workforce totals
approximately 7,000.  Beside growing TDT collections, consistent
expansion in leisure and hospitality employment and generally
higher occupancy and hotel room rates reflect the growing strength
of this sector.

Economic diversification continues to take hold, most notably
within the education and health services sectors.  A growing
biotechnology and life sciences cluster is anchored by The
University of Central Florida's (UCF) Health Sciences Campus,
which is home to its College of Medicine and the Burnett College
of Biomedical Sciences, in addition to M.D. Anderson Cancer Center
and Sanford-Burnham Medical Research Institute.  In addition,
Nemours Children's Hospital recently opened and completion of a
new Veteran's Administration hospital is projected for mid to late
2013.  Arduin, Laffer & Moore Econometrics estimated the creation
of 30,000 jobs and $7.6 billion in economic impact over 10 years
as a result of the UCF activity and related life sciences
development.


PACIFICHEALTH LABORATORIES: Incurs $345,400 Net Loss in 3rd Qtr.
----------------------------------------------------------------
PacificHealth Laboratories, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $345,439 on $1.7 million of
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $116,675 on $2.0 million of revenues for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $454,965 on $5.7 million of revenues, compared with
net income of $2,324 on $5.9 million of revenues for the same
period of 2011.

According to the regulatory filing, the higher net loss in the
three months ended Sept. 30, 2012, as compared to the same period
in 2011 and the net loss in the nine months ended Sept. 30, 2012,
as compared to net income for the same period in 2011 is due
primarily to lower revenues and lower gross margins.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $1.2 million in total current liabilities, and
stockholders' equity of $827,127.

"The Company has incurred declining revenues, significant
operating losses, and has an accumulated deficit of $20,589,738 as
of Sept. 30, 2012.  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 at http://is.gd/edzjoL

Matawan, N.J.-based PacificHealth Laboratories, Inc., develops
patented protein-based nutritional products that activate
biochemical pathways to enhance muscle endurance and additionally
the specific peptides involved in appetite regulation.


PATRIOT COAL: Claims Recovery Group Buys Claim
----------------------------------------------
A notice of transfer of claim was made Tuesday in the Chapter
11 cases of Patriot Coal Corporation, et al., to wit:

Debtor                        Eastern Associated Coal, LLC
Transferee                    Claims Recovery Group LLC
Transferor                    Veres Quality Water Inc.
Scheduled Amount of Claim     $53,826.25
Claim #                       125?344
Date Claim Filed              08/24/2012;10/27/2012
Transfer Date                 11/13/2012
Docket Entry                  1605 (11/20/12)

                         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: Sierra Liquidity Fund Buys Claims
-----------------------------------------------
These additional notices of transfers of claims were made
Wednesday and Thursday in the Chapter 11 cases of Patriot Coal
Corporation, et al., to wit:

A. Debtor Kanawha Eagle Coal, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    Grace Equipment Company
Amount of claim transferred   $1,994.80 (Partial)
Claim #                       Not Disclosed
Transfer Date                 Oct. 10, 2012
Docket Entry                  1564 (11/14/12)

B. Apogee Coal Company, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    White Armature Works, Inc.
Amount of Claim               $3,332.72
Claim #                       Not Disclosed
Transfer Date                 Oct. 12, 2012
Docket Entry                  1577 (11/158/12)

C. Debtor Eastern Associated Coal, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    White Armature Works, Inc.
Amount of Claim               $3,370.72
Claim #                       Not Disclosed
Transfer Date                 Oct. 21, 2012
Docket Entry                  1578 (11/15/12)

                         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: Court Extends Exclusive Right to File Plan to May 5
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Patriot Coal Corporation, et al.'s exclusive periods to
file a plan of reorganization and to solicit acceptances of a plan
through May 5, 2013, and July 4, 2013, respectively.

As reported in the TCR on Oct. 23, 2012, the Debtors asked the
Bankruptcy Court to extend the Debtors' exclusive periods within
which to file and solicit acceptances of a plan or reorganization
by 180 days, from Nov. 6, 2012, and Jan. 5, 2013, respectively, to
May 5, 2013, and July 4, 2013, respectively, citing, among others,
the existence of certain unresolved contingencies, the resolution
of which will affect the Debtors' ability to propose a confirmable
plan of reorganization.

                         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: XL May Pay Defense Costs of Whiting and Schroeder
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted a limited modification of the stay, to the extent that
it applies, to allow the payment of defense costs and advance of
legal fees to Richard M. Whiting and Mark N. Schroeder and any
other Patriot officers and directors subsequently named defendants
in relation to securities class action lawsuits filed against Mr.
Whiting and Mr. Schroeder captioned Ernesto Espinoza v. Richard M.
Whiting and Mark N. Schroeder, 4:12 CV 01711 (E.D. Mo.) and Furman
Jerry Rogers III v. Richard M. Whiting and Mark N. Schroeder, 4:12
CV 01815 (E.D. Mo.) and any other related securities lawsuits,
pursuant to the terms of Insurance Policy No. ELU123382-11
provided by XL Specialty Insurance Company.

As reported in the TCR on Oct. 23, 2012, XL issued to Patriot on
Oct. 31, 2011, Management Liability and Company Reimbursement
Insurance Policy No. ELU123382-11 for the period Oct. 31, 2011, to
Oct. 31, 2012.  Subject to all of its terms and conditions, the XL
Policy potentially affords coverage up to a maximum aggregate
limit of liability of $15,000,000, including Defense Expenses.

The XL Policy contains three Insuring Agreements.  First, under
Insuring Agreement A, coverage is provided to Insured Persons for
Loss resulting from a Claim if such Loss is not indemnified by
Patriot.  Insuring Agreement B provides coverage to Patriot to the
extent it indemnifies the Insured Persons for covered Loss in
connection with Claims made against Insured Persons.  Insuring
Agreement C provides coverage to Patriot for Company Loss
resulting from any Securities Claim made against Patriot.

                         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.


PB REDELL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PB Redell, Inc., a California corporation
        dba Pacific Beach Bar and Grill
            PB Bar and Grill
            Club Tremors
        860 Garnet Avenue
        San Diego, CA 92109

Bankruptcy Case No.: 12-15328

Chapter 11 Petition Date: November 19, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/casb12-15328.pdf

The petition was signed by Marianne R. Carson, president.


PEREGRINE DEVELOPMENT: U.S. Trustee Wants Chapter 7 Liquidation
---------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, has asked the
U.S. Bankruptcy Court for the Eastern District of Texas to convert
the Chapter 11 bankruptcy case of Peregrine Development, LLC, to
Chapter 7 liquidation.

The U.S. Trustee claimed that the Debtor is not engaged in
business, and its primary asset is a parcel of real estate in
Lewisville, Texas.  The Debtor's real estate was valued on its
schedules at $12,249,590.  The property was purchased by Arthur
James II from J. Grady Brown in 2006 through an owner financing
arrangement.  The property was then conveyed to the Debtor.  Mr.
Brown assigned his note to Buckaroo Partners, L.P.  Prior to the
commencement of this case, Buckaroo converted its lien position in
the Debtor into a 50% ownership of the Debtor.  Buckaroo filed a
plan of reorganization and disclosure statement on behalf of the
Debtor on May 11, 2012.  On May 25, 2012, a Chapter 11 plan and
disclosure statement were filed by Arthur P. James III and Tom
James, the brother and son of one of the Debtor's co-managers.
Also pending before the court is a motion to convert filed by
Arthur P. James III and Tom James.

The U.S. Trustee stated that the Debtor's Chapter 11 case has been
characterized by significant recent litigiousness.  The Debtor and
Buckaroo have represented to the U.S. Trustee that the Debtor has
experienced delay and impasse due to its management structure.
The relative rights of co-managers Buckaroo and Arthur James II to
govern the affairs of the Debtor are controlled by a company
agreement executed on April 29, 201l.  The U.S. Trustee said that
he is informed that under the company agreement, all significant
decisions require the consent of both co-managers.  According to
Buckaroo, this has led to an inability of the Debtor to negotiate
effectively with its creditor body, and to determine a path for
emergence from Chapter 11.  Because of this situation, the U.S.
Trustee filed his motion to appoint a Chapter 11 trustee, and the
Debtor and other parties filed their motion to retain a Chief
Restructuring Officer.  At the July 25, 2012 hearing, the court
approved the Debtor's retention of Daniel Sherman as Chief
Restructuring Officer for the Debtor.

"The retention of a CRO to act as a 'tiebreaker' between the
Debtor's co-managers has apparently not had the desired effect
posited by the Debtor and other interested parties.  The U.S.
Trustee is not aware of any tie on the supposed emergency matters
testified about at the July 25, 2012 hearings that Mr. Sherman has
actually broken.  As of the date of the filing of this motion, the
U.S. Trustee is informed that the plan proponents do not have an
agreement for a consensual plan.  The U.S. has also been informed
that the Debtor has been offered a letter of intent for a sale of
the primary asset of the estate by counsel for Arthur James III,
but that the Debtor has not acted on this offer.  It is unclear
why Mr. Sherman, as tiebreaker, has not been involved in the
process of addressing the proposed sales transaction," the U.S.
Trustee stated.

According to the U.S. Trustee, the impasse in the Debtor's
governance caused by its management structure has not been
successfully addressed by the CRO.  As pointed out by the U.S.
Trustee in his motion for the appointment of a Chapter 11 trustee
and in his objection to the application to retain Mr. Sherman as
CRO, Mr. Sherman lacks any real authority to manage the affairs of
the Debtor, or to make the necessary decisions to allow the Debtor
to emerge from Chapter 11.

"This case has been pending well over one year.  The Debtor does
not have a complex financial or business structure, rather it has
a unworkable management system that is preventing reorganization.
As a result, there has been unreasonable delay in the progress of
this case," the U.S. Trustee said.

                   About Peregrine Development

Peregrine Development, LLC, in Lewisville, Texas, owns undeveloped
real property in Denton County, Texas where retail and commercial
development continues to occur.  The Company filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41449) on
May 3, 2011, represented by Michael R. Rochelle, Esq., and Eric M
Van Horn, Esq., at Rochelle McCullough L.L.P.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Arthur James, II, manager.


PHYSICAL PROPERTY: Incurs HK$101,000 Net Loss in Third Quarter
--------------------------------------------------------------
Physical Property Holdings Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of HK$101,000 on HK$248,000 of
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of HK$110,000 on HK$203,000 of revenues for the same
period last year.

For the nine months ended June 30, 2012, the Company had a net
loss of HK$373,000 on HK$624,000 of revenue, compared with a net
loss of HK$381,000 on HK$604,000 of revenue for the same period in
2011.

The Company's balance sheet at Sept. 30, 2012, showed
HK$10.1 million in total assets, HK$11.5 million in total current
liabilities, and a stockholders' deficit of HK$1.4 million.

"The Company had negative working capital of HK$11,419,000 as of
Sept. 30, 2012, and incurred losses of HK$373,000 and HK$381,000
for the nine months ended Sept. 30, 2012, and 2011, respectively.
These conditions raised substantial doubt about the Company?s
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/PsLAKu

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.

The Company was incorporated in the State of Delaware.

                           *     *     *

As reported in the TCR on March 30, 2012, Mazars CPA Limited, in
Hongkong, noted that Physical Property had a negative working
capital as of Dec. 31, 2011, and incurred loss for the year then
ended, which raised substantial doubt about its ability to
continue as a going concern.


PMI GROUP: S&P Withdraws 'D' Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'D' and 'R'
counterparty credit and issue ratings on PMI Group Inc. and PMI
Mortgage Insurance Co.

"The 'D' ratings on PMI Group Inc. and 'R' ratings on PMI Mortgage
Insurance reflect its voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code, following the Arizona
Department of Insurance seizing PMI's primary operating
subsidiaries on Oct. 20, 2011. We withdrew the ratings because the
company is in liquidation, and not expected to emerge from
bankruptcy in the near term," S&P said.


POTOMAC SUPPLY: $10MM AIP Sale Okayed; Unsecureds May Recoup 10%
----------------------------------------------------------------
Northern Neck News reports that Bankruptcy Judge Douglas O. Tice,
with the U.S. Bankruptcy Court for the Eastern District of
Virginia has approved the sale of Potomac Supply to American
Industrial Partners last week for $10 million in a deal expected
to be finalized in December.  AIP plans to continue operations at
the company that was once a major employer in Westmoreland County.

According to the report, the sale, which is less than what the
company owes creditors including Regions Bank, would bring the
major issues of a lengthy case to a close.  The report notes, in
September, they sought to auction assets valued at about $17
million, but the auction was cancelled because early bids were too
low.  The company remained on the market as its attorneys worked
aggressively to find a buyer and initiated discussions with
several potential purchasers.  They believed they had a deal with
Chesapeake Bay Enterprise Inc., who paid Potomac a $500,000
deposit.  Chesapeake was set to pay about $20.3 million but that
deal fell through when its lender backed out, according to the
report.

The report relates Chief Executive Officer William Carden Jr.,
whose family founded Potomac Supply in 1948, said a priority has
been to keep the 100 or so workers the company has been able to
retain employed.  The company laid off about 100 workers earlier
this year.  The AIP sale should forestall further lay-offs.

The report notes attorneys say the sale also satisfies Regions
Bank, who agreed to receive less than the $17.3 million they were
owed so that unsecured creditors could receive partial
compensation, about 10 cents on the dollar.

The report adds a representative for a committee of creditors has
admitted to Judge Tice that the AIP offer was the only practicable
offer made.  Potomac Supply, Regions bank and the creditors'
committee believe Chesapeake forfeited the deposit and that it can
be used to compensate creditors, the report notes.

                        About Potomac Supply

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PROBE MANUFACTURING: Incurs $71,848 Net Loss in Third Quarter
-------------------------------------------------------------
Probe Manufacturing, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $71,848 on $1.1 million of sales for
the three months ended Sept. 30, 2012, compared with net income of
$39,638 on $1.2 million of sales for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had net
income of $12,322 on $4.0 million of sales, compared with net
income of $96,577 on $3.3 million of sales for the same period of
2011.

For the three and nine months ended Sept. 30, 2012, the Company's
operating income was $(36,578) and $144,962 compared to $92,820
and $193,611 for the same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $1.5 million in total current liabilities, and
stockholders' equity of $363,669.

The Company said, "Although for the nine months ended Sept. 30,
2012, we had a net profit of $12,322, a working capital surplus of
$185,767 and a shareholder surplus of $363,669; we had an
accumulated deficit of $(226,160), our ability to operate as a
going concern is still dependent upon our ability (1) to obtain
sufficient debt and/or equity capital and/or (2) generate positive
cash flow from operations and maintain profitability."

A copy of the Form 10-Q is available at http://is.gd/9RCimg

Irvine, California-based Probe Manufacturing, Inc., provides
global design and manufacturing services to original electronic
equipment manufacturers from its 23,000 sq.-ft. facility in
Irvine, California and strategic locations worldwide.  Revenue is
generated from sales of the Company's services primarily to
customers in the medical device, aerospace, automotive, industrial
and instrumentation product manufacturers.

                          *     *     *

As reported in the TCR on April 16, 2012, W. T. Uniack & Co. CPA's
P.C., in Woodstock, Georgia, said that the the financial
statements have been prepared assuming that the Company will
continue as a going concern.  "As discussed in the footnotes, the
Company has current assets of $1,460,906 and current liabilities
of $1,260,952.  Sales have increased from $2,799,935 in 2010 to
$4,549,798 for the comparable period in 2011.  In addition, the
Company has an accumulated deficit of ($238,483) and is dependent
on at least maintaining current revenue levels.  Those conditions
raise substantial doubt about the Company's ability to continue as
a going concern."


PROVEST REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Provest Realty Services, Inc.
        150 N. Michigan Avenue, 28th Floor
        Chicago, IL 60601

Bankruptcy Case No.: 12-45789

Chapter 11 Petition Date: November 19, 2012

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Adam S. Tracy, Esq.
                  THE TRACY FIRM, LTD.
                  800 W. Fifth Avenue, Suite 201A
                  Naperville, IL 60563
                  Tel: (888) 611-7716
                  Fax: (630) 689-9471
                  E-mail: at@tracyfirm.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by James Reed, president.


RADIOSHACK CORP: S&P Lowers CCR to 'CCC+' on Weak Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Fort Worth, Texas-based
RadioShack Corp. to 'CCC+' from 'B-'. The outlook is negative.

"The recovery rating on the senior unsecured debt remains '4',
indicating our expectations for average (30% to 50%) recovery in
the event of a payment default," S&P said.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross. "It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

The ratings on RadioShack reflect Standard & Poor's assessment
that the company's financial risk profile is "highly leveraged."
"This reflects, in our view, weaker credit metrics with debt
leverage in the 12x area and modest cash flow generation, but
"adequate" liquidity in the near term. We characterize the
company's business risk profile as 'vulnerable,' because of the
short product cycles, the secular change in the products offered,
the fiercely competitive nature of the retail consumer mobility
industry and its much lower margins, and the company's
vulnerability to weak consumer spending because of limited
discretionary income," S&P said.

"Our negative outlook on RadioShack reflects our expectation that
the company's operating trends will remain at their new lower
level. We expect flat to modest sales growth in the signature
segment as well as mixed sales performance in the company's other
segments for the remainder of 2012, given weak industry dynamics.
We are not estimating any meaningful improvement in margins or
credit metrics in the near term," S&P said.

"We would consider a downgrade if the company's liquidity position
were to deteriorate such that the company no longer maintains
sizeable cash balances and availability begins to decline under
its revolving credit facility," S&P said.

"Although unlikely, we could consider a stable outlook if we begin
to see stabilization in sales results in the company's signature
segment, solid results in RadioShack's mobility platform, and
stable credit metrics. For this to occur, we would have to see
gross margin improvement of at least 100 basis points or more and
revenue growth in the low- to mid-single digits or more, or some
combination of higher gross margin and sales growth. We would also
consider an upgrade if the company reduced its debt such that
total debt to EBITDA remained at less than 9x, other credit
metrics improved, and operating performance stabilized," S&P said.


REPUBLIC MORTGAGE: S&P Withdraws 'R' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'R' counterparty
credit and issue ratings on Republic Mortgage Insurance Co.

"The 'R' ratings on Republic Mortgage Insurance Co. reflect its
placement under supervision by the North Carolina Department of
Insurance. We withdrew the ratings because we do not expect the
company to emerge from regulatory supervision in the near term,"
S&P said.


RG STEEL: Court Approves Settlement Agreements With Teamsters
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
and approved the Section 1113/1114 Settlement and Modified Labor
Agreement between RG Steel, LLC, and the International Brotherhood
of Teamsters, Truck Drivers Local No. 541.

As reported in the TCR on Nov. 6,, 2012, the Union represents
approximately 18 individuals formerly employed by Wheeling
Corrugating Company, a division of debtor RG Steel Wheeling, LLC,
pursuant to that certain collective bargaining agreement effective
May 1, 2010, between the Company and the Union.

                      CBA With Truck Drivers

The Union and the Debtors have agreed that, pursuant to the
Settlement, the CBA will be terminated, upon Court approval of the
Settlement, as of Aug. 31, 2012.  The Settlement will apply to all
retirees, surviving spouses and dependents eligible to receive
benefits under the CBA or any retiree benefit program under the
CBA.

To secure the prompt termination of the CBA, the Debtors have
agreed to deposit $32,000 into an escrow account to be used by the
Debtors to satisfy Union members' miscellaneous claims as directed
by the Teamsters, the majority of which are either postpetition
administrative claims, or entitled to priority as claims for
outstanding contributions to employee benefit plans under Section
507(a)(5) of the Bankruptcy Code.

The Bankruptcy Court also approved the Section 1113/1114
Settlement and Modified Labor Agreement between RG Steel, LLC, and
the International Brotherhood of Teamsters, General Drivers Local
No. 89.

Teamsters represents 25 individuals formerly employed by Wheeling
Corrugating Company, a division of RG Steel Wheeling pursuant to
that certain collective bargaining agreement effective Aug. 19,
2010, between the Company and the Union.

                     CBA With General Drivers

The Union and the Debtors have agreed that, pursuant to the
Settlement Agreement, the CBA will be terminated, upon Court
approval of the Settlement Agreement, as of Aug. 31, 2012.  The
Settlement Agreement will apply to all retirees, surviving spouses
and dependents eligible to receive benefits under the CBA or any
retiree benefit program under the CBA.

To secure the prompt termination of the CBA, the Debtors have
agreed to deposit $68,000 into an escrow account to be used by the
Debtors to satisfy Union members' miscellaneous claims as directed
by the Teamsters, the majority of which are either postpetition
administrative claims, or entitled to priority as claims for
outstanding contributions to employee benefit plans under Section
507(a)(5) of the Bankruptcy Code.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Court Approves Retention Plan for Key Employees
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
retention plan for 21 non-insider Key Employees of WP Steel
Venture LLC, et al.  Compensation that the Debtors have
determined, in their sole discretion, to award to the Key
Employees pursuant to the KERP will be treated in the Debtors'
Chapter 11 cases as allowed administrative expenses in accordance
with Section 503 of the Bankruptcy Code.

As reported in the TCR on Oct. 30, 2012, following the sale of the
Debtors' primary steelmaking facilities and assets, the Debtors'
focus has shifted on the wind-down of their estates, including
liquidating their remaining inventory, collecting accounts
receivable, analyzing and pursuing preference/avoidance actions
and other litigation claims, and conducting the claims
reconciliation process.

In order to maximize the recoveries for the Debtors' remaining
secured and unsecured creditors, the Debtors relate that it is
crucial that personnel necessary to achieve these objectives must
be retained.

The KERP would provide for each Key Employee who remains employed
by the Debtors through Dec. 31, 2012 to receive, in addition to
such employee's current base salary, a monthly stipend of $2,000
to purchase health insurance, as well as a lump sum retention
payment equal to three months of the employee's base salary.

During the period from Aug. 31, 2012, through the end of the Key
Employee's employment or service pursuant to the KERP, the Company
will not provide employee benefits under any medical, insurance or
similar welfare plan, nor will the Key Employee be eligible to
participate in any 401(k) or similar retirement savings plan.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.




RG STEEL: Kinder and Pinney Dock Withdraw Motion for Stay Relief
----------------------------------------------------------------
Kinder Morgan Bulk Terminals, Inc., and Pinney Dock & Transport
LLC have withdrawn their motion in RG Steel Inc.'s case for relief
from stay to remove equipment and to terminate contract.  The
notice of withdrawal of motion for relief from stay gave no
further details.

Pinney Dock and debtor RG Steel are parties to an Iron Ore
Agreement dated as of Feb. 1, 2008, pursuant to which Pinney Dock
agreed to provide certain services including unloading, loading
and storage of Debtor RG Steel's iron ore at the Pinney Dock
facility located in Ashtabula, Ohio.  Pinney Dock told the Court
that despite its full and timely performance of the terms of the
Ore Agreement, Debtor RG Steel has defaulted by failing to make
payments when due.  Further, Pinney Dock related that Debtor RG
Steel cannot provide Pinney Dock with adequate protection of its
interest in the Ore Agreement and lacks the "financial
wherewithal" to ensure that it receives payment under the Ore
Agreement.

Kinder Morgan and Debtor RG Sparrow were parties to a number of
short term purchase orders whereby Kinder Morgan agreed to provide
equipment, storage and related services of certain commodities.
Kinder Morgan told the Court that the orders have all expired by
their terms.  Kinder Morgan had rented numerous pieces of
equipment at Debtor RG Sparrow's request and for Debtor RG
Sparrow's benefit.  In addition, Kinder Morgan owns certain
equipment which is located on Debtor's premises, including, but
not limited to a Gottwald crane.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: USW Objects to Retention Plan for 21 Key Employees
------------------------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union,
AFL-CIO objects to WP Steel Venture LLC, et al.'s Motion For Order
Approving Key Employee Retention Plan ("KERP") for 21 remaining
non-insider key employees of the Debtors, citing that there is no
basis for approval of the motion.

The USW is the exclusive bargaining representative of more than
3,500 former employees of Debtor RG Steel, LLC.  The USW is also
the authorized representative for purposes of Section 1114 of the
Code, of the retirees, surviving spouses, and dependents who
received retiree benefits pursuant to the collective
bargaining agreements between RG Steel and the USW.

The USW and RG Steel were parties to a Basic Labor Agreement
("BLA") covering workers at all of the Debtors' steelmaking
operations, as well as other related operations, and then became
parties to a Modified Labor Agreement ("MLA") approved by the
Bankruptcy Court.  Among other things, the MLA terminated
effective Aug. 31, 2012, the Debtors' obligation to provide
programs of medical benefits to its bargaining unit employees and
retirees.

The USW argued:

   1. There is no basis under any possible standard of review,
including business judgment or "justification by the facts and
circumstances of the case," 11 U.S.C. Section 503(c)(3), for the
Court to conclude that any payments, let alone these payments
worth many multiples of remaining salary, are required to induce
these employees to remain.

   2. The payments appear to be gifts, not retention payments, as,
by the time of the hearing, nearly three-fourths of the alleged
covered period will have passed.

   3. There simply is no legal or factual basis for approval of
the KERP motion, which proposes to give a substantial gratuity to
21 employees for six additional weeks of work while thousands of
former employees face financial ruin resulting from lost
employment and unpaid medical claims.

As reported in the TCR on Oct. 30, 2012, the Debtors told the
Court that following the sale of their primary steelmaking
facilities and assets, their focus have shifted on the wind-down
of their estates, including liquidating their remaining inventory,
collecting accounts receivable, analyzing and pursuing
preference/avoidance actions and other litigation claims, and
conducting the claims reconciliation process.

In order to maximize the recoveries for the Debtors' remaining
secured and unsecured creditors, the Debtors related that it is
crucial that personnel necessary to achieve these objectives must
be retained.

The KERP would provide for each Key Employee who remains employed
by the Debtors through Dec. 31, 2012, to receive, in addition to
the employee's current base salary, a monthly stipend of $2,000 to
purchase health insurance, as well as a lump sum retention payment
equal to three months of the employee's base salary.

During the period from Aug. 31, 2012, through the end of the Key
Employee's employment or service pursuant to the KERP, the Company
will not provide employee benefits under any medical, insurance or
similar welfare plan, nor will the Key Employee be eligible to
participate in any 401(k) or similar retirement savings plan.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RICEBRAN TECHNOLOGIES: Incurs $580,000 Net Loss in Third Quarter
----------------------------------------------------------------
RiceBran Technologies, formerly known as NutraCea, filed its
quarterly report on Form 10-Q, reporting a net loss of $580,000 on
$9.3 million of revenues for the three months ended Sept. 30,
2012, compared with a net loss of $1.8 million on $9.4 million of
revenues for the same period last year.  Loss from operations was
$1.4 million for the three months ended Sept. 30, 2012, compared
to $2.4 million for the three months ended Sept. 30, 2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $10.6 million on $28.8 million of revenues, compared with
a net loss of $5.9 million of $28.6 million of revenues for the
same period of 2011.  The nine months ended Sept. 30, 2012,
includes $2.2 million financing expense and the $4.9 million loss
on extinguishment recognized in connection with the 2012 issuances
of the subordinated convertible notes, senior convertible
debenture and related warrants and a $3.2 million increase in
income from change in fair value of derivative liabilities.

The Company's balance sheet at Sept. 30, 2012, showed
$48.8 million in total assets, $36.2 million in total liabilities,
$8.3 million of redeemable noncontrolling interest in Nutra SA,
and stockholders' equity of $4.3 million.

The Company had an accumulated deficit of $204.3 million at
Sept. 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/sU3Vgt

                    About RiceBran Technologies

Scottsdale, Ariz.-based RiceBran Technologies, formerly known as
NutraCea, is a human food ingredient and animal nutrition company
focused on the procurement, bio-refining and marketing of numerous
products derived from rice bran.  On Oct. 3, 2012, the Company
changed its name from NutraCea to RiceBran Technologies.

Nutracea filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-28817) on Nov. 10, 2009.  NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.

                           *     *     *

As reported in the TCR on April 5, 2012, BDO USA, LLP, in Phoenix,
Arizona, expressed substantial doubt about NutraCea'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 resulting in an accumulated deficit of $194.9 million.
"Although the Company emerged from bankruptcy in November 2010,
there continues to be substantial doubt about its ability to
continue as a going concern."




RICHFIELD OIL: Incurs $1.1-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Richfield Oil & Gas Company filed its quarterly report on Form
10-Q, reporting a net loss of $1.1 million on $217,852 of revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $5.2 million on $185,910 of revenues for the same period
last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $4.0 million on $666,750 of revenues, compared with a net
loss of $8.4 million on $585,970 of revenues for the same period
in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$15.4 million in total assets, $6.7 million in total liabilities,
and stockholders' equity of $8.7 million.

The Company has an accumulated deficit of $26.6 million as of
Sept. 30, 2012.  The accumulated deficit was $22.6 million as of
Dec. 31, 2011.

Mantyla McReynolds LLC, in Salt Lake City, Utah, expressed
substantial doubt about Richfield Oil'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 from operations causing
negative working capital and negative operating cash flows.

A copy of the Form 10-Q is available at http://is.gd/OJxbGv

Salt Lake City-based Richfield Oil & Gas Company is an oil and gas
exploration and production company with ten projects in Utah,
Kansas, Oklahoma and Wyoming.  The Company is currently producing
oil from four projects in Kansas.  The Company is currently
completing one well in Juab County, Utah which the Company refers
to as the "Liberty #1 Well," and is in the completion stage of
development.


ROCKDALE RESOURCES: Incurs $523,500 Net Loss in Third Quarter
-------------------------------------------------------------
Rockdale Resources Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $523,569 on $39,452 of revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$9,154 on $nil revenue for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.14 million on $39,452 of revenues, compared with a net
loss of $21,920 on $nil revenue for the same period of 2011.

Since the Company did not become active until April 2012, a
comparison of its operating results for the three and nine months
ended Sept. 30, 2012, with the comparable periods in 2011 would
not be meaningful.

The Company's balance sheet at Sept. 30, 2012, showed
$3.20 million in total assets, $28,529 in total liabilities, and
stockholders' equity of $3.17 million.

"The Company has suffered recurring losses from operations.  These
conditions raise substantial doubt about the Company?s ability to
continue as a going concern.  The Company may raise additional
capital through the sale of its equity securities, through
offerings of debt securities, or through borrowings from financial
institutions.  Management believes that actions presently being
taken to obtain additional funding provide the opportunity for the
Company to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/9boV54

Austin, Tex.-based Rockdale Resources Corporation (formerly Art
Design, Inc.) was incorporated in the State of Colorado on
Jan. 16, 2002.  In April 2012 the Company discontinued its prior
operations and became involved in the exploration and development
of oil and gas.  On May 4, 2012, the Company amended its articles
of incorporation to change its name to Rockdale Resources
Corporation.


SAFEGUARD SECURITY: Case Summary & 16 Unsecured Creditors
---------------------------------------------------------
Debtor: Safeguard Security Holdings, Inc.
        4801 Spring Valley Road, #125
        Dallas, TX 75244

Bankruptcy Case No.: 12-22912

Chapter 11 Petition Date: November 21, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: H. Stan Johnson, Esq.
                  COHEN-JOHNSON, LLC
                  255 E. WARM SPRINGS ROAD, SUITE 100
                  LAS VEGAS, NV 89119
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cohenjohnson.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 16 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-22912.pdf

The petition was signed by R. Michael Lagow, president.


SAFENET INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Belcamp,
Md.-based SafeNet Inc. to positive from stable. "At the same time,
we affirmed our 'B' corporate credit rating on the company. We
also raised our issue rating on the company's existing first-lien
term loan to 'BB-' from 'B+' and revised our recovery rating on
the debt to '1' from '2', indicating our expectation for very high
(90% to 100%) recovery of principal in the event of payment
default. In addition, we are raising our rating on the company's
existing second-lien term loan to 'B' from 'B-'. We revised our
recovery rating on the debt to '3' from '5', indicating our
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default," S&P said.

"The outlook revision reflects our expectation of an improved
financial risk profile following the sale of the GS business,"
said Standard & Poor's credit analyst Katarzyna Nolan.

The company plans to use the sale proceeds to repay approximately
80% of its outstanding first-lien debt, for taxes, fees, and
expenses, and to add $5 million of cash to the balance sheet.

The rating on SafeNet reflects its "weak" business risk profile,
which encompasses the company's modest scale, as well as
vulnerability to competition from large vendors with stronger
financial profiles and its "aggressive" financial risk profile.
These factors are partly offset by a diverse customer base and
growing addressable markets.

"The positive outlook reflects our expectation of an improved
financial risk profile and more sustainable revenue growth
following the proposed sale. We could raise the rating if the
company can maintain leverage at or below the mid-4x area. We
could revise the outlook to stable if investments in R&D and sales
don't translate into sustained revenue and EBITDA growth in the
near term, or if leverage were to exceed 5x on a sustained basis,"
S&P said.


SAN BERNARDINO: Agrees to Mediation With Firefighters Union
-----------------------------------------------------------
Steven Church at Bloomberg News reports that San Bernardino, the
bankrupt California city, and its firefighters union agreed to
seek court-supervised mediation of their labor contract disputes,
the city said in court papers.

According to the report, the two sides will ask U.S. Bankruptcy
Judge Scott Clarkson to oversee talks aimed at resolving their
disagreements, which were not specified in the court filing in
Riverside, California.

                        About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SMILE BRANDS: S&P Lowers CCR to 'B-' on Negative Cash Flow
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Irvine, Calif.-based Smile Brands Group Inc. to 'B-'
from 'B'. "At the same time, we revised the outlook on the rating
to negative," S&P said.

"In addition, we lowered our rating on Smile Brands' senior
secured debt to 'B-', in conjunction with the downgrade, from 'B'.
Our recovery rating on this debt remains unchanged at '3',
indicating our expectation for meaningful (50% to 70%) recovery of
principal in the event of payment default," S&P said.

"The rating on dental practice management (DPM) services provider
Smile Brands Group Inc. continues to reflect its "vulnerable"
business risk profile (according to Standard & Poor's Ratings
Services' criteria), characterized by its narrow scope of
operations in intensely competitive markets with low barriers to
entry. Smile Brands had negative free operating cash flow (FOCF)
after elevated capital spending for the past four quarters and we
expect this to continue in the fourth quarter of 2012," S&P said.

"Our downgrade is based on the expectation that early in 2013,
Smile Brands will stem the trend of negative FOCF by reducing
spending for new dental offices or taking other actions, such as
paying interest on its holding company debt in kind, rather than
in cash," said Standard & Poor's credit analyst Gail Hessol.

"We also expect adjusted debt to EBITDA will rise to about 8x by
the end of 2012, significantly higher than our prior expectations,
but still consistent with a 'highly leveraged' financial risk
profile. As of Sept. 30, 2012, debt to EBITDA was 7.7x, adjusted
to capitalize operating leases and including holding company debt.
We have lowered our expectations for Smile Brands' revenue growth,
EBITDA generation, and cash flow over the next one to two years,"
S&P said.

"We expect revenues will grow at a mid-single-digit annual rate,
somewhat faster than the total U.S. dental services industry over
the next few years, primarily fueled by Smile Brands' geographic
expansion and a slowly strengthening economic climate. Our prior
growth expectations were mid- to high-single-digit annual growth.
Although Smile Brands' revenue growth slowed in the second and
third quarter of 2012, revenues increased 4.2% for the 12 months
ended Sept. 30, 2012. We believe an unsuccessful marketing
strategy, which was subsequently abandoned, contributed to the
growth slowdown. Still, we believe underlying industry
fundamentals remain sound and relatively resistant to downturns.
During the 2008 to 2010 recession, when revenue for the total U.S.
industry was nearly flat (according to data from the Centers for
Medicare and Medicaid Services), Smile Brands grew modestly,
supporting our expectation for continued, albeit modest, growth,"
S&P said.


SRY INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SRY, Inc.
        dba Blue Light Market
        8844 Mack Ave
        Detroit, MI 48214

Bankruptcy Case No.: 12-65484

Chapter 11 Petition Date: November 20, 2012

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

Judge: Walter Shapero

Debtor's Counsel: Edward J. Gudeman, Esq.
                  GUDEMAN & ASSOCIATES, PC
                  26862 Woodward Ave., Suite 103
                  Royal Oak, MI 48067
                  Tel: (248) 546-2800
                  E-mail: ejgudeman@gudemanlaw.com

Scheduled Assets: $101,000

Scheduled Liabilities: $1,192,364

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb12-65484.pdf

The petition was signed by Muna K. Shammas, president.


STILLWATER ASSET: Wants Dismissal of Involuntary Ch 11 Case
-----------------------------------------------------------
Stillwater Asset Backed Offshore Fund Ltd. has asked the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
its involuntary Chapter 11 case.

The Alleged Debtor also wants the Court to (i) impose sanctions
against Eden Rock Finance Master Limited, f/k/a Fortis Prime Fund
Solutions Custodial Services (Ire) Ltd. re KBC ac G1 (ERFF), Eden
Rock Unleveraged Finance Master Limited f/k/a Fortis (Isle of Man)
Nominees Limited, ARP Structural Alpha Fund, f/k/a Fortis (Isle of
Man) Nominees Limited a/c 80 000 323, ARP Private Finance Fund,
f/k/a Fortis (Isle of Man) Nominees Limited a/c 80 000 357; and
(ii) direct the Petitioning Creditors to post a bond to indemnify
the Alleged Debtor for damages.

The Alleged Debtor claimed that the Petitioning Creditors
commenced this case, in bad faith, in order to upset a heavily-
negotiated, mediator proposed settlement which would have
consensually resolved three class action lawsuits, provided for
the return of assets to the control of investors and provided for
the appointment of a new professional manager (whose selection was
approved by a committee of investors and as part of the settlement
would be approved by all investors and the District Court) to
oversee entities formed to administer and distribute proceeds from
the liquidation of those assets.  "The motion was literally filed
the day before a long-scheduled mediation session in which it was
anticipated that such a settlement would be agreed to by multiple
parties including counsel for several class actions brought on
behalf of all investors," the Alleged Debtor stated.

Petitioning Creditor Eden Rock and its counsel were invited to the
mediation and were informed, in advance, of the proposed agenda to
attempt to reach a global resolution of all claims, including
their own claim.  The Alleged Debtor said, "Rather than
participate in the mediation in good faith, Eden Rock (along with
ARP) instead filed both the Involuntary Petition and a motion to
appoint a Chapter 11 trustee, solely to gain leverage in the
mediation and in non-bankruptcy litigation,1 all at the expense of
other investors and creditors.  In so doing, the Petitioning
Creditors ignored the fact that their alleged 'claims' have been
heavily contested in connection with motion practice before the
Supreme Court of the State of New York and are thus subject to
bona fide dispute as to both liability and amount. "

The Alleged Debtor stated that the Petitioning Creditors' bad
faith is manifested by: (1) their filing of the Involuntary
Petition in order to gain an advantage over hundreds of other
investors and creditors by thwarting the mediation settlement
process; (2) their failure to disclose to the Court that Eden Rock
had previously sought, and been denied, the appointment of a
receiver over the same assets; (3) their failure to disclose to
the Court that the Involuntary Petition and Trustee Motion were
filed one day before the long-scheduled mediation session at which
it was anticipated that a global settlement would be achieved;
(4) their failure to disclose to the Court that Eden Rock had been
participating in the mediation sessions that had led up to the
anticipated settlement; and (5) their filing of the Involuntary
Petition notwithstanding their knowledge of the existence of a
bona fide dispute with respect to both liability and amount of
their alleged claims.

"By filing the involuntary petition on the eve of a settlement of
the Class Actions, the Petitioning Creditors essentially
transformed the litigation into a two-party dispute between them,
on the one hand, and the Funds and Class Action plaintiffs, on the
other," the Alleged Debtor said.

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by:

          Douglas E. Spelfogel, Esq.
          Richard Bernard, Esq.
          Mark Wolfson, Esq.
          Katherine R. Catanese, Esq.
          FOLEY & LARDNER LLP
          90 Park Avenue
          New York, NY 10016-1314
          Telephone: 212-682-7474
          Facsimile: 212-687-2329
          E-mail: dspelfogel@foley.com
                  rbernard@foley.com
                  mwolfson@foley.com
                  kcatanese@foley.com

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.


STONER AND COMPANY: US Trustee Wins Dismissal of Chapter 11 Case
----------------------------------------------------------------
The United States Trustee sought and obtained an order from the
Bankruptcy Court dismissing the Chapter 11 case of Stoner and
Company.

In seeking the dismissal, the U.S. Trustee said the Debtor has
disregarded its obligation to timely file monthly operating
reports since the inception of the case.  The U.S. Trustee also
pointed out to the substantial or continuing loss to or diminution
of the estate and the absence of a reasonable likelihood of
rehabilitation.

Stoner and Company, based in Fort Collins, Colorado, filed for
Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-10429) on
Jan. 11, 2012.  Judge Elizabeth E. Brown presides over the case.
Daniel W. Alexander, Esq., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $100,001 to $500,000 in debts.  The petition was signed
by Jay D. Stoner, president.


STORY BUILDING: Case Dismissal Hearing Continued to Dec. 12
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until Dec. 12, 2012, at 10:30 a.m., the hearing to
consider the request of Wells Fargo Bank, N.A. for dismissal of
the Chapter 11 case of Story Building LLC.

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.

The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.


SUPERCONDUCTOR TECHNOLOGIES: Incurs $2.3MM Net Loss in 3rd Quarter
------------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $2.3 million on $1.3 million of
revenues for the three months ended Sept. 29, 2012, compared with
a net loss of $3.3 million on $479,000 of revenues for the same
period last year.

For the nine months ended Sept. 29, 2012, the Company had a net
loss of $8.7 million on $2.3 million of revenues, compared with a
net loss of $10.3 million on $3.2 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 29, 2012, showed
$11.7 million in total assets, $1.9 million in total liabilities,
and stockholders' equity of $9.8 million.

As reported in the TCR on April 10, 2012, Marcum LLP, in Los
Angeles, California, expressed substantial doubt about
Superconductor Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company incurred
significant net losses since its inception and has an accumulated
deficit of $251,016,000 and expects to incur substantial
additional losses and costs.

A copy of the Form 10-Q is available at http://is.gd/YlUkv1

Santa Barbara, California-based Superconductor Technologies Inc.
develops and commercializes high temperature superconductor
("HTS") materials and related technologies.


TARGET ACQUISITIONS I: Incurs $373,000 Net Loss in Third Quarter
----------------------------------------------------------------
Target Acquisitions I, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $372,597 on $0 sales for the three
months ended Sept. 30, 2012, compared with net income of $933,541
on $4.3 million of net sales for the same period last year.  The
decrease in income was mainly due to the absence of sales and
higher operating expenses during the third quarter of 2012.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.2 million on $0 sales, compared with net income of
$2.1 million on $8.7 million of net sales for the same period of
2011.

The Company's balance sheet at Sept. 30, 2012, showed
$11.2 million in total assets, $2.5 million in total current
liabilities, and stockholder's equity of $8.7 million.

The Company said in the filing: "We incurred a net loss of
$1.21million and $0.4 million for the nine and three months ended
Sept. 30, 2012.  We also had negative cash flows from operating
activities of $455,015 during the nine months ended Sept. 30,
2012, and had a working capital deficit of $1.6 million as of
Sept. 30, 2012.  In addition we have refused to sell our iron ore
concentrate to our sole customer because of the low price offered
for our product.  The price of iron ore concentrate is still in
decline.  These conditions raise a substantial doubt as to whether
we can continue as a going concern."

"We are in the process of upgrading our equipment.  Once the
upgrading project is completed, we will be able to resume
production.  Also, the shareholders of the Company have indicated
that they will continue to fund the Company, though there is no
written agreement in place and the Company currently owes
$1.089 million to shareholders."

A copy of the Form 10-Q is available at http://is.gd/i9seZs

Based in Zhangjiakou, Hebei Province, China, Target Acquisitions
I, Inc., is engaged in iron ore mining, processing and the
production of iron ore concentrate in the People's Republic of
China through its variable interest entity, China Jinxin.
Currently, the Company's only product is iron ore concentrate.


TEXAS INDUSTRIES: S&P Revises Outlook on 'B-' CCR to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas-
based Texas Industries Inc. to stable from negative. "At the same
time we affirmed our ratings on company, including our 'B-'
corporate credit rating," S&P said.

"We affirmed our 'B-' rating on Texas Industries' $650 million
senior notes due 2020. The '4' recovery rating indicates our
expectation for average (30% to 50%) recovery in the event of
default," S&P said.

"The outlook revision and rating affirmation acknowledge Texas
Industries' return to profitability in recent quarters, albeit at
still weak levels, and our expectation that positive trends will
continue over the next several quarters," said Standard & Poor's
credit analyst James Fielding. "The outlook revision further
reflects our view that the company will burn through less cash
than we previously anticipated because of lower future capital
expenditures and better working capital management and that its
liquidity position will remain adequate over the next 12 to 24
months."

"The rating on Texas Industries reflects our view of the cement,
ready-mix concrete, and aggregates company's 'highly leveraged'
financial risk profile and 'weak' business risk profile. Our
highly leveraged financial risk assessment acknowledges risks
associated with the company's large debt balance and its weak
EBITDA, which is just beginning to recover from deep cyclical
lows. Our weak business risk assessment reflects improving, but
still low demand for the geographically concentrated company's
commodity products."

"The stable rating outlook reflects our baseline assumption that
construction activity in Texas Industries' core markets will
continue to improve modestly over the next year and that EBITDA
will strengthen to fully cover $60 million to $65 million of
annual interest expense by its fiscal year 2014," S&P said.

"We are unlikely to upgrade our rating under our baseline scenario
for the next 12 months, given our view that leverage is likely to
remain elevated over that span, at 10x EBITDA or above. However,
we would raise our ratings if operating conditions improved
markedly such that EBITDA surpassed $140 million and leveraged
dropped below 5x," S&P said.

"We would lower our rating if Texas construction markets dipped
into a second recession causing us to expect the company to incur
EBITDA/interest coverage shortfalls in fiscal 2014. In this
downside scenario Texas Industries could burn through its cash and
draw down its revolving borrowing capacity below $75 million,
which would cause us to view the company's liquidity to be less
than adequate," S&P said.


THE HALLWOOD GROUP: Incurs $1.1-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
The Hallwood Group Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $1.1 million for the three months
ended Sept. 30, 2012, compared with net income of $350,000 for the
same period last year.  Textile products sales of $27.1 million
decreased by $10.5 million, or 27.9%, in the 2012 third quarter,
compared to $37.6 million in 2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $11.8 million on $100.2 million of revenues, compared with
a net loss of $4.2 million on $101.1 million of revenues for the
same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$81.6 million in total assets, $34.3 million in total liabilities,
and stockholders' equity of $47.3 million.

          Impact of Litigation on the Company's Liquidity

According to the regulatory filing, the Company and its
subsidiaries are and have been involved in a number of litigation
matters, and have spent significant amounts in professional fees
in connection with the defense of its pending and resolved legal
matters.  On April 24, 2012, the United States District Court in
the Adversary Proceeding (styled as Ray Balestri, Trustee of the
Hallwood Energy I Creditors' Trust, as successor in interest to
Hallwood Energy, L.P., Plaintiffs and FEI Shale L.P. and Hall
Phoenix/Inwood Ltd., Plaintiffs in Intervention vs. The Hallwood
Group Incorporated, Defendant; Adversary No. 09-03082-SGJ) issued
a Judgment awarding damages against the Company totaling
approximately $18,700,000 plus prejudgment and postjudgment
interest and court costs and plaintiff's attorneys' fees as may be
requested and awarded pursuant to a subsequent motion.

The Company satisfied the Judgment, including prejudgment and
postjudgment interest, in two payments; $3,774,000 on May 4, 2012,
and $17,947,000 on May 9, 2012.  At Sept. 30, 2012, the litigation
reserve for the Hallwood Energy Matters is $2,079,000.  The
parties settled the amount of court costs for approximately
$101,000, which was paid in August 2012.  While the Company will
be required to pay some additional amount of money to the
plaintiffs as compensation for their attorney fees related to the
breach of contract claim they prosecuted against the Company, the
amounts and timing of that payment are currently unresolved and
will be determined by the court.  The plaintiffs have alleged that
they are entitled to approximately $4,000,000 for attorney fees
while the Company contends that they should only recover a small
fraction of that amount.  In addition, the Company is in the
process of appealing to the Fifth Circuit Court of Appeals the
portions of the Judgment awarding a combined $17,947,000 on the
plaintiffs' tort claims.  On Sept. 13, 2012, the Company filed its
appellate brief in the Fifth Circuit.  On Nov. 15, 2012, FEI, the
only appellee, will file its response, and the Company will then
file a reply brief, completing the briefing process.  It is
difficult to determine or even approximate when the Fifth Circuit
will rule on the Company's appeal, but it will likely be several
months, if not longer.

In May 2012, in addition to its then current available cash, to
obtain additional funds to satisfy the Judgment, the Company
received an $8,000,000 dividend from Brookwood and the $10,000,000
HFL Loan.  The outstanding balance on the HFL Loan was $9,000,000
at Sept. 30, 2012, after a principal repayment of $1,000,000 in
May 2012.  The HFL Loan is secured by a pledge of all of the stock
of Brookwood, pursuant to the terms of the Intercreditor
Agreement, and by the Company's interest in the anticipated
refunds of federal income taxes, which are in excess of
$5,000,000, that the Company expects to receive in 2012 and 2013.

In August 2012, Brookwood's New Revolving Credit Facility was
amended to, among other things, clarify the provisions to which
cash dividends or advances to the Company may be made provided no
event of default has occurred or would result from any such
payment.  Brookwood may pay to the Company (a) periodic payments
for tax sharing obligations, (b) discretionary dividends in an
aggregate amount not to exceed 50% of Borrowers' net income for
the fiscal year with respect to which such dividends are made, and
(c) other dividends or distributions in an aggregate amount not to
exceed $15,000,000 (of which, as of Nov. 13, 2012, $8,000,000 was
previously disbursed in May 2012).  Any such payments or advances
would also be contingent upon the approval of Brookwood's board of
directors and Brookwood's ability to meet the requirements of the
Delaware corporate laws for the payment of dividends and
compliance with other applicable laws and requirements.

"The aforementioned circumstances raise substantial doubt about
the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/dS2OPy

                     About The Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, the Company held an investment in Hallwood
Energy, L.P.  Hallwood Energy was a privately held independent oil
and gas limited partnership and operated as an upstream energy
company engaged in the acquisition, development, exploration,
production, and sale of hydrocarbons, with a primary focus on
natural gas assets.  The Company accounted for the investment in
Hallwood Energy using the equity method of accounting.  Hallwood
Energy filed for bankruptcy on March 1, 2009 (Bankr. N.D. Texas
Case No. 09-31253).  In connection with the confirmation of
Hallwood Energy's bankruptcy in October 2009, the Company's
ownership interest in Hallwood Energy was extinguished and the
Company no longer accounts for the investment in Hallwood Energy
using the equity method of accounting.

                           *     *     *

As reported in the TCR on April 10, 2012, Deloitte & Touche LLP,
in Dallas, expressed substantial doubt about The Hallwood Group'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 award proposed by the U.S. Bankruptcy
Court for the Northern District of Texas against the Company and
the uncertainty related to the ongoing litigation raises
substantial doubt about its ability to continue as a going
concern.


TRAINOR GLASS: Taps Cole Martin to Render Auditing Services
-----------------------------------------------------------
Trainor Glass Company seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Cole, Martin
& Co., Ltd., to render certain auditing services related to the
Debtor's 401(k) and profit sharing plan, nunc pro tunc Aug. 27,
2012.

To prepare and file an IRS Form 5500 for the year ended Dec. 31,
2011, and for the year ended March 31, 2012, on Aug. 27, 2012,
Thomas Trainor, as trustee of the Trainor 401(k)/Profit Sharing
Plan, entered into agreements with Cole Martin for certain audit
services relating to the Trainor 401(k)/Profit Sharing Plan for
the year ended Dec. 31, 2011, and for the year ended March 31,
2012.

Cole Martin has rendered the audit services required for the year
ended Dec. 31, 2011.  Cole Martin's fee for the services is
$5,900.

Cole Martin has not yet rendered the audit services for the year
ended March 31, 2012.  Cole Martin intends to charge for these
services on an hourly basis.  Cole Martin has advised the Debtor,
however, that its fees will not exceed $4,950.

Cole Martin has advised the Debtor that the hourly rates
applicable to the principal persons who have and will render
services are:

         William A. Martin, Partner          $185
         Donna Achs, Senior Auditor          $125

The Debtor requests authorization to pay $5,900 to Cole Martin at
this time for Cole Martin's services in connection with the audit
of the plan year ended Dec. 31, 2011.

The Debtor also requests authorization to pay Cole Martin, without
further court order, for Cole Martin's services in connection with
the audit of the plan year ended March 31, 2012, upon completion
of services and receipt of an invoice from Cole Martin.

All of these audit fees are included in the Debtor's most recent
budget which was approved by First Midwest Bank and the Committee.

William A. Martin, a partner of Cole Martin, attests to the Court
that the firm is a "disinterested person' as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TURBOSONIC TECHNOLOGIES: Had $116K Net Loss in Fiscal 1st Quarter
-----------------------------------------------------------------
TurboSonic Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of US$116,465 on US$4.4 million of
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of US$436,594 on US$5.9 million of revenues for the
prior fiscal period.

The Company's balance sheet at Sept. 30, 2012, showed
US$5.3 million in total assets, US$3.3 million in total
liabilities, and stockholders' equity of US$2.0 million.

According to the regulatory filing, the Company continues to face
market uncertainties due to a slow economic recovery and delays in
the passage and implementation of regulations in the United
States.  "As a result of these uncertainties, we have incurred
significant losses during the three months ended Sept. 30, 2012,
and the three fiscal years ended June 30, 2012, which losses have
reduced our cash and stockholders' equity.  These conditions raise
substantial doubt about our ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/oJlijs

                   About TurboSonic Technologies

Waterloo, Ontario-based TurboSonic Technologies, Inc., directly
and through subsidiaries, designs and markets integrated air
pollution control and liquid atomization technology, including
industrial gas cooling/conditioning systems, to ameliorate or
abate industrial environmental problems.

                           *     *     *

As reported in the TCR on Oct. 22, 2012, Deloitte & Touche LLP, in
Kitchener, Canada, said TurboSonic's recurring losses from
operations and accumulated deficit raise substantial doubt about
its ability to continue as a going concern.


ULURU INC: Incurs $851,700 Net Loss in Third Quarter
----------------------------------------------------
ULURU Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $851,725 on $88,922 of revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $1.0 million on
$73,652 of revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.6 million on $205,138 of revenues, compared with a net
loss of $3.2 million on $229,009 of revenues for the same period
of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $7.8 million
in total assets, $5.3 million in total liabilities, and
stockholders' equity of $2.5 million.

Lane Gorman Trubitt, PLLC, in Dallas, Texas, expressed substantial
doubt about ULURU'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, negative cash flows
from operating activities and is dependent upon raising additional
funds from strategic transactions, sales of equity, and/or
issuance of debt.  "The Company's ability to consummate such
transactions is uncertain."

A copy of the Form 10-Q is available at http://is.gd/owb8x0

Addison, Texas-based ULURU Inc. is a diversified specialty
pharmaceutical company committed to developing and commercializing
a broad range of innovative wound care and muco-adhesive film
products based on its patented Nanoflex(R) and OraDisc(TM) drug
delivery technologies, with the goal of improving outcomes for
patients, health care professionals, and health care payers.


VECTOR GROUP: Moody's Affirms 'B2' CFR/PDR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default rating of Vector Group Ltd. and revised
the outlook to negative from stable. The change to a negative
outlook reflects Moody's expectation that leverage will remain
above 5.0 times over the next 12 to 18 months due to its recent
issuance of $230 million in unrated subordinated convertible
notes. Moody's also upgraded the rating of the company's $415
million in senior secured notes to Ba3 from B1 due to the higher
proportion of unguaranteed, unsecured convertible debt in the
company's capital structure.

The following ratings of Vector have been affirmed:

- Corporate Family Rating of B2;

- Probability of Default Rating of B2;

- Speculative Grade Liquidity Rating of SGL-2

The following ratings of Vector have been upgraded:

- $415 million senior secured notes due 2015 at Ba3 (LGD2, 27%)
   from B1 (LGD3, 33%)

The rating outlook is negative.

Ratings Rationale

Vector's negative outlook reflects its high proforma leverage and
Moody's expectation that limited deleveraging will occur over the
next 12 to 18 months. Although a portion of the proceeds of the
company's recent convertible debt offering could be used to
address upcoming maturities; no specific refinancing has been
announced. Vector has further indicated that proceeds from the
offering could support its existing tobacco business and to invest
in real estate through its wholly-owned subsidiary, New Valley
LLC. As a result, Moody's expects the company's financial risk
profile will remain weak at a time when operating risks associated
with its tobacco business are already elevated. Sales of the
company's largest cigarette brand, Pyramid, are declining due to
lower product volumes and weak pricing flexibility as competitive
offerings from from the three major tobacco manufacturers have
gained share. Despite growing competition, Vector's significant
cash holdings ($217 million at September 30th plus proceeds from
convertible offering) and highly profitable tobacco operations
support its good liquidity profile. Despite the strong liquidity
and cash flow, Vector maintains a dividend payout that is
significantly in excess of its cash flow from operations and is
reliant on its ability to monetize its real estate investments in
order to support its financial policies. Absent a sizable asset
disposition, Moody's expects free cash flow to remain negative
over the next 12 to 18 months.

The upgrade of the senior secured notes reflects increase in the
loss cushion provided by the higher proportion of junior debt in
Vector's capital structure following its $230 million unrated
subordinated convertible notes offering.

Vector's B2 Corporate Family Rating is constrained by its
relatively small scale, high leverage, negative free cash flow
after dividend payments as well as the ongoing threat of adverse
tobacco litigation. The company's ratings also reflect its limited
pricing flexibility in the highly regulated, competitive,
secularly declining domestic cigarette business. Vector's ratings
are supported by its sustainable Master Settlement Agreement
("MSA") cost advantage and strong profitability metrics. Vector's
real estate investments are conservatively managed and provide an
additional, albeit potentially volatile, source of earnings
diversification and cash flow with controllable capital
requirements.

Any unexpected material increase in litigation risk could result
in a ratings downgrade. In this regard, Moody's considers the
impact on the company's debt service capabilities. Vector's
ratings could also be downgraded if pricing flexibility trends,
anti-tobacco legislation and growth prospects for the discount
cigarette industry are adversely impacted. A significant sustained
decline in credit metrics including EBITA margins below 20% or
debt-to-EBITDA above 5.0 times could also result in a downgrade.

To upgrade Vector's ratings, litigation risk would need to further
diminish and the company's profitability and credit metrics would
need to improve with no adverse impact on volume growth and/or
market share. An upgrade would require EBITA margins to be
sustained above 30% and debt-to-EBITDA to remain below 4.0 times.

The principal methodology used in rating Vector Group Ltd. was the
Global Tobacco Rating Methodology published in November 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Vector Group Ltd. is a holding company with subsidiaries engaged
in domestic cigarettes manufacturing, real estate development and
brokerage. Vector's revenues during the twelve months ended
September 30, 2012 were approximately $580 million (net of excise
taxes of $520 million).


VERMILLION INC: Incurs $2.0-Mil. Net Loss in Third Quarter
----------------------------------------------------------
Vermillion, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.0 million on $319,000 of revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$4.7 million on $320,000 of revenues for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $5.8 million on $952,000 of revenues, compared with a net
loss of $14.7 million on $1.1 million of revenues for the
corresponding period in 2011.

The Company recognized a gain on sale of instrument business of
$50,000 and $1,830,000 during the three and nine months ended
Sept. 30, 2012, respectively.

On Feb. 9, 2012, the Company entered into a Settlement Agreement
with Oppenheimer & Co., Inc., related to losses on the Company's
short and long-term investments in previous years.  Under the
terms of the Settlement Agreement, the total settlement before
legal fees and costs was $1,000,000; $535,000 was paid in
March 2012 ($379,000 net received by the Company) and $465,000
($331,000 net received by the Company) was paid in August 2012.
The Company recorded the net amounts when realized as a component
of non-operating income.

The Company's balance sheet at 30, 2012, showed $16.9 million in
total assets, $11.5 million in total liabilities, and
stockholders' equity of $5.4 million.

The Company said in the regulatory filing, "We expect cash for
OVA1 from Quest Diagnostics to be our only material, recurring
source of cash in 2012.  In order to continue our operations as
currently planned through 2013 and beyond, we will need to raise
additional capital.  Given the above conditions, there is
substantial doubt about the Company's ability to continue as a
going concern."

As reported in the TCR on April 2, 2012, PricewaterhouseCoopers
LLP, in Austin, Texas, expressed substantial doubt about
Vermillion's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
losses and negative cash flows from operations and has debt
outstanding [under the secured line of credit from Quest
Diagnostics] due and payable in October 2012.

"On Oct. 12, 2012, we paid Quest Diagnostics approximately
$5,894,000 of principal and $7,000 of accrued interest which we
believe represents payment in full of all outstanding principal
and interest under the secured line of credit.  We continue to
show the amount of the liability as $7,000,000 as of Sept. 30,
2012, given that Quest Diagnostics has not affirmatively
acknowledged that the $1,000,000 milestone was met."

A copy of the Form 10-Q is available at http://is.gd/1BCL7P

Austin, Texas-based Vermillion, Inc. (NASDAQ: VRML)
-- http://www.vermillion.com/-- is dedicated to the discovery,
development and commercialization of novel high-value diagnostic
tests that help physicians diagnose, treat and improve outcomes
for patients.  Vermillion, along with its prestigious scientific
collaborators, has diagnostic programs in oncology, vascular
medicine and women's health.

The Company's lead product, OVA1, was cleared by the FDA on
Sept. 11, 2009, and is currently being offered through Quest
Diagnostics.  OVA1 addresses a clear, unmet clinical need, namely
the pre-surgical identification of women who are at high risk of
having a malignant ovarian tumor.


VILLAGIO PARTNERS: Court OKs Jimbo Homeyer as Real Estate Agent
---------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas has granted Villagio Partners Ltd
permission to employ Jimbo Homeyer at Keller Williams as its real
estate agent to assist in the marketing, negotiation and leasing
of commercial real property located at 22756, 22758, 22760, 22762
and 22764 Westheimer Parkway, Katy, Texas 77450.

The Debtor attested to the Court that the Agent has no connections
with Marcel or Compass's creditors, any other party in interest,
their respective attorneys and accountants, the U.S. Trustee, or
any person employed in the Office of the U.S. Trustee.  The Debtor
also sought permission to assume a Commercial Real Estate Listing
Agreement Right to Lease in connection with the Property.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Marcel, Compass Can Hire Realty Partners
-----------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas has granted Debtors Marcel Construction
and Maintenance, Ltd., and Compass Care Holdings, Ltd., permission
to employ Janet Maass with Century 21 Realty Partners as real
estate agent to act as its real estate agent and assist in the
marketing, negotiation and leasing of commercial real properties.

As reported by the Troubled Company Reporter on Nov. 12, 2012,
Marcel and Compass attested to the Court that the Agent has no
connections with Marcel or Compass's creditors, any other party in
interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the Office of the United
States Trustee.  The Debtor also sought entry of an order
approving the assumption of: (i) the Commercial Real Estate
Listing Agreement Right to Lease at Marcel's commercial real
property located at 19784 and 19786 Highway 105 West, Montgomery,
Texas 77356; and (ii) the Commercial Real Estate Listing Agreement
Right to Lease at Compass' commercial real property located at
18315, 18321 and 18323 W. Lake Houston Parkway, Humble, Texas
77346.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Compass Care Taps Colliers Appelt as Broker
--------------------------------------------------------------
Compass Care Holdings, Ltd., asks for authorization from the Hon.
Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas to employ Colliers Appelt Womack, Inc., dba
Colliers International as real estate broker and to assist in the
marketing, negotiation and sale of certain real property.

Compass Care owns improved and unimproved real property located at
18315, 18321 and 18323 W. Lake Houston Parkway, Humble, Texas
77346.

Compass Care wishes to employ the Broker as real estate agent for
the marketing, negotiation and sale of an unimproved portion of
the Property on substantially the same terms of the Listing
Agreement, a copy of which is available for free at:

                         http://is.gd/da05C1

Under the Listing Agreement, Compass grants the Broker the
exclusive right to sell the Property for a period commencing
on Jan. 20, 2012, and ending on Dec. 31, 2012, at a price of
$3.3 million, or at any other price acceptable to Compass.
Compass will pay the Broker sales commission that will be 6%
of the gross sales price.

A 5% fee will be paid on any joint venture arrangement.  The fee
will be predicted on the gross equity raised, excluding the land
contributed to the project at cost of $6.00/S.F.

The leasing commission will be payable on execution of a lease by
Compass and a tenant, in accordance with these rates:

       (i) in the event that Compass' agent is the only agent
           involved in the transaction, the leasing commission
           will be 4% of the total base rental for the first 120
           months in which rent is to be paid, plus 2% of the
           total base rental for the remainder of the term;

      (ii) in the event there are additional agents other than
           Compass' agent involved in the transaction, the leasing
           commission will be 6% of the total base rental for the
           first 120 months of the term, plus 4% of the total base
           rental for the remainder of the term.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VOICESERVE INC: June 30 Form 10-Q Restated to Correct Errors
------------------------------------------------------------
VoiceServe, Inc., filed on Nov. 14, 2012, Amendment No. 1 on Form
10-Q/A for the quarterly period ended June 30, 2012, to correct an
error in the accounting for common shares issued for services
during April 2012.

The Company incorrectly applied a 50% discount to the market price
of the Company's common stock when determining the fair value of
the common shares.  In addition, the Company discovered an
aggregate of 1,800,000 common shares granted for services during
April 2012 that were not accounted for.  This resulted in an
adjustment to the previously reported amounts in the consolidated
financial statements as of June 30, 2012, and for the three months
then ended as restated in this Form 10-Q/A.

Based on the restated statement of operations for the three months
ended June 30, 2012, the Company incurred a net loss of US$818,285
on US$1.4 million of revenues, compared with a net loss of
US$1.6 million on US$1.2 million of revenues for the prior fiscal
period.

The Company's balance sheet at June 30, 2012, showed
US$2.3 million in total assets, US$1.2 million in total current
liabilities, and stockholders' equity of US$1.1 million.

As of June 30, 2012, the Company had an accumulated deficit of
US$6.9 million.

A copy of the Form 10-Q/A is available at http://is.gd/rQ753T

                       About VoiceServe Inc.

Headquartered in Middlesex, England, VoiceServe, Inc., has had no
operations; VoiceServe is a holding company for its wholly owned
subsidiaries VoiceServe Limited, a corporation incorporated in the
United Kingdom, and VoipSwitch Inc., a corporation incorporated in
the Republic of Seychelles.  In 2010, Voiceserve formed two
additional subsidiaries: VoipSwitch Inc., a Delaware corporation,
and VoipSwitch AG, a Swiss corporation.  VoipSwitch Inc. was
formed to provide a future North American presence and has had no
significant operations to date.  VoipSwitch AG was formed to
coordinate sales and billing activities from Switzerland and
commenced operations in the three months ended Dec. 31, 2010.

Limited is engaged in the telephone communications business from
its London, United Kingdom office.  Limited offers its software to
large enterprises and carriers.  The software allows communication
through the Company's exchange via the internet.  Since January
15, 2008, Limited has also licensed VoipSwitch software systems.

                          *     *     *

As reported in the TCR on July 19, 2012, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
VoiceServe's ability to continue as a going concern, following the
Company's results for the year ended March 31, 2012.  Mr. Studer
noted that as of March 31, 2012, the Company had negative working
capital of US$200,167.  Further, since inception, the Company has
incurred losses of US$5,653,427.


VOICESERVE INC: Incurs $1.1-Mil. Net Loss in Q2 Ended Sept. 30
--------------------------------------------------------------
VoiceServe, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of US$1.1 million on US$1.2 million of
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of US$36,167 on US$1.0 million of revenues for the same
period of the prior fiscal year.

For the six months ended Sept. 30, 2012, the Company incurred a
net loss of US$2.0 million on US$2.6 million of revenues, compared
with a net loss of US$1.6 million on US$2.2 million of revenues
for the six months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
US$2.3 million in total assets, US$2.2 million in total current
liabilities, and stockholders' equity of US$105,409.

The Company has a working capital deficit of US$1.7 million and a
accumulated deficit of US$8.0 million as of Sept. 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/0Knfws

                       About VoiceServe Inc.

Headquartered in Middlesex, England, VoiceServe, Inc., has had no
operations; VoiceServe is a holding company for its wholly owned
subsidiaries VoiceServe Limited, a corporation incorporated in the
United Kingdom, and VoipSwitch Inc., a corporation incorporated in
the Republic of Seychelles.  In 2010, Voiceserve formed two
additional subsidiaries: VoipSwitch Inc., a Delaware corporation,
and VoipSwitch AG, a Swiss corporation.  VoipSwitch Inc. was
formed to provide a future North American presence and has had no
significant operations to date.  VoipSwitch AG was formed to
coordinate sales and billing activities from Switzerland and
commenced operations in the three months ended Dec. 31, 2010.

Limited is engaged in the telephone communications business from
its London, United Kingdom office.  Limited offers its software to
large enterprises and carriers.  The software allows communication
through the Company's exchange via the internet.  Since January
15, 2008, Limited has also licensed VoipSwitch software systems.

                          *     *     *

As reported in the TCR on July 19, 2012, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
VoiceServe's ability to continue as a going concern, following the
Company's results for the year ended March 31, 2012.  Mr. Studer
noted that as of March 31, 2012, the Company had negative working
capital of US$200,167.  Further, since inception, the Company has
incurred losses of US$5,653,427.


WOONSOCKET, RI: Fitch Affirms 'B' Rating on $118-Mil. GO Bonds
--------------------------------------------------------------
Fitch Ratings has taken the following action on City of Woonsocket
RI's (the city) outstanding general obligation (GO) bonds:

  -- Approximately $118 million GO bonds affirmed at 'B'

The Rating Outlook remains Negative.

Security

The bonds are general obligations of the city and are backed by
its full faith and credit and unlimited taxing power.

Key Rating Drivers

CONTINUED SCHOOL FUND DEFICIT OPERATIONS, LIQUIDITY CONCERNS: The
city remains financially stressed due to ongoing school fund
deficit operations and liquidity issues.  For the near-term,
liquidity issues have been addressed through an advance of state
aid that was scheduled for the final three months of fiscal year
2013, necessitating action to address cash needs in those months.

NEGATIVE OUTLOOK: The Negative Outlook reflects the likelihood of
continued long-term fiscal pressure as the city attempts to bring
its finances back into balance.

INTERNAL CONTROL DEFICIENCIES: Deficiencies in internal fiscal
controls of the school department, an autonomous division of the
city, led to a sizable fiscal year 2011 school fund deficit,
contrary to prior reported estimates of a positive ending balance.
Similarly, the significant projected deficit for fiscal 2012
surfaced precipitously and well into the fiscal year.

LIMITED REVENUE GENERATING FLEXIBILITY: Revenue generation is
reliant primarily on property taxes, currently at a high rate.
The city council continues to show willingness to tax at the
maximum level and attempted to implement a fiscal 2012
supplemental tax levy increase, which was not approved by the
state legislature.

WEAK EMPLOYMENT AND DEMOGRAPHICS: City demographics are weak with
high unemployment levels, low income levels, and declining
population.

HIGH DEBT RATIOS AND UNDER-FUNDED PENSIONS: Debt levels are above
average and the city administered pension plan is funded at a low
57%, as of July 2012. Combined fiscal year annual pension, OPEB,
and debt service costs are high at about 26% of general fund and
school fund expenditures.

WHAT COULD TRIGGER A RATING ACTION

LIQUIDITY CONCERNS: Inability to adequately address cash flow
issues could further weaken the city's credit quality.

INADEQUATE RESPONSE TO DEFICIT: Failure to address accumulated and
ongoing operating deficits adequately and in a timely manner may
lead to a rating downgrade.

CONTINUED INTERNAL CONTROL PROBLEMS: Continued lack of solid
school department fiscal controls and lack of meaningful change in
financial management could also have a negative impact on the
rating.

CREDIT PROFILE:

STATE AID ADVANCE ADDRESSES NEAR-TERM SCHOOL LIQUIDITY CONCERNS
Through May of fiscal year 2012, school cash flow needs were met
by prioritizing payments, reliance on expedited state aid
payments, and city general fund assistance.  Over $6 million in
vendor invoices remained outstanding and the city was on track to
run out of cash resources by early June.  Although the city
council had approved a supplemental tax levy to address school
cash flow needs, it did not receive the state legislative approval
necessary for its implementation. At the end of May, the city
council voted to request state Budget Commission oversight of city
and school department finances.  The state approved the request,
and the Budget Commission used its authority to advance $12
million in state aid to the city, originally scheduled for April
through June of fiscal year 2013.

Establishment of Budget Commission oversight is a positive
development that may provide the city with greater and more
effective fiscal solutions.  Earlier this month, voters approved a
ballot measure that aligns school department operations closer to
those of the city.  The measure gives the mayor authority to
appoint school committee members, with the consent of the city
council, rather than having them elected. It also grants the city
authority over school purchasing for supplies, materials and
services.

The state aid advance addressed the city's immediate cash flow
needs, including the backlog of outstanding vendor payments.
However, it left the city with the need to adjust its finances to
allow for the fiscal year end's lack of state aid.  City cash
flows currently indicate deficits starting in March 2013 that grow
to $6.6 million by fiscal year-end.

To address cash flow issues, the city is considering imposing a
supplemental tax levy and issuing tax anticipation notes backed by
these proceeds.  Fitch views this strategy with concern given the
state legislature's decision not to approve a supplemental levy in
2012.  However, management has indicated that the smaller increase
considered this year, (about 6% vs. 13% last year) and the city's
pursuit of union concessions in addition to the tax increase, may
improve the chances of the tax proposal being approved by the
state legislature.

ONGOING SIGNIFICANT CUMULATIVE BUDGET DEFICIT

Current estimates indicate a fiscal year 2012 cumulative school
fund budget deficit of about $10 million, with the total
cumulative deficit (offset by a fiscal year 2012 positive general
fund balance) of about $8 million.  The deficit could grow by at
least another $5 million in fiscal year 2013, absent cost
containment and/or revenue generating measures.

To address the deficit, the city is looking to cut expenditures,
including lowering health and pension costs and is currently
involved in negotiations with labor unions.  Estimated multi-year
health care savings total about $3.2 million, with $1.5 million
estimated for fiscal year 2013. The city is also seeking cost
reductions through consolidation of departmental operations.  In
addition, the city is considering a supplemental tax levy that
would generate $2 to $3 million.  The city is hoping that measures
in fiscal year 2013 will avoid the increase to the cumulative
deficit, although the existing deficit will be addressed over the
next three to five years.

FINANCIAL OPERATIONS PLAGUED BY SCHOOL FUND DEFICITS

Following significant cuts in state aid and a weak economy,
Woonsocket has been hurt over the last three years by overspending
by school department officials.  It appeared that the city was on
track towards financial stability when it issued $11.5 million in
deficit financing bonds in March of 2011.  The city was projecting
a small surplus in its general fund and school officials were
projecting balanced operations for fiscal year 2011.

While the general fund ended fiscal year 2011 positively with an
unrestricted fund balance (the sum of the unassigned, assigned,
and committed fund balances under GASB 54) of $2.4 million or
about 3.1% of general fund spending, the unrestricted school fund
balance was a negative $3 million (4.6% of school fund spending.
The deficit was related largely to personnel spending without
corresponding resources to cover the expenditures, according to
city management.

In December 2011, city officials reported that revenues were not
going to be sufficient to meet the school fund's fiscal 2012
budget.  An accurate estimate was not available at the time due to
poor internal reporting practices.  City and school officials
worked to compile accurate current year cash flow and expenditure
information for the school fund and in March 2012 presented budget
figures indicating an estimated $7.3 million school fund deficit
for the fiscal year 2012.

LONGER-TERM FINANCIAL CHALLENGES

The city faces a significant structural budget imbalance and will
face significant challenges in bringing its spending in line with
revenues.  Fitch remains concerned about the ability of the city
and school department to implement changes that will meaningfully
improve financial stability given that prior efforts have not
always yielded intended results.  However, Budget Commission
oversight and recent closer integration of city and school
operations are positive developments that may lead to more
effective fiscal management.

The city's revenue raising flexibility is limited due to statewide
annual limits on property tax levies. The city was able to exceed
the statewide property tax levy cap limit in fiscal year 2011 with
approval by 4/5ths of city council to make up for cuts in state
aid revenues.  To offset declines in city revenues in recent
years, the city has been cutting expenses in all areas, including
reduced payroll costs through attrition, furlough days, reduced
salaries, and unpaid vacation days.  In addition, the city has
worked its unions to reduce labor costs.

WEAK SOCIOECONOMIC INDICATORS

Woonsocket, located 15 miles outside of Providence, has a 2011
population of 41,188 and a tax base of about $1.8 billion. The
city benefits from the presence of CVS Caremark Corporation, which
maintains its headquarters in the city and is the city's largest
employer with about 5,780 workers.  Median household income of
$38,625 and per capita money income of $20,242 are below average
at 70% and 71% of state averages, respectively.

The city's unemployment rate continues to be elevated at 12.2% for
August 2012, as compared to 10.6% for the state and 8.2% for the
nation. Between 2000 and 2011, the city's population declined by
about 5%, while the state's increased by less than 1% and the
nation's grew by about 11%.

HIGH DEBT RATIOS AND UNDER-FUNDED PENSIONS

Overall debt levels are high at $3,265 per capita and 7.6% of
market value.  These levels are net of state debt service
reimbursements on the city's public school revenue bonds issued by
the Rhode Island Health and Education Building Corporation and
include the city's 2002 GO pension bonds.

The city administered pension plan is funded at a low 57%,
assuming a 7.5% rate of return, with an unfunded liability of $43
million at July 1, 2012.  This represents a decline from the 2011
funded level of about 61%.  The 2012 funded ratio declines even
further to 54% using a Fitch-adjusted 7% rate of return.  The city
has been funding only a fraction of the actuarially required
contribution (ARC) for the city administered pension plan.
Funding in fiscal 2013 was a weak 28% of the ARC but an
improvement over the less than 1% funded in fiscal year 2011.

The city's and school department's OPEB liabilities as of July 1,
2011 were equal to a high $127 million and $47 million,
respectively; both amounts include assumptions of a 4% investment
rate of return.  Total pension, OPEB, and debt service payments as
a percentage of fiscal 2011 spending were high at about 42% of
general fund spending or about 26% of general and school fund
spending.


ZHONE TECHNOLOGIES: Incurs $4.2-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Zhone Technologies, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.2 million on $29.2 million of net
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $2.7 million on $30.2 million of net revenue for the
same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $9.7 million on $87.1 million of net revenue, compared
with a net loss of $7.1 million on $91.1 million of net revenue
for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.2 million in total assets, $34.0 million in total liabilities,
and stockholders' equity of $31.2 million.

"The Company has continued to incur losses in 2011 and the nine
months ended Sept. 30, 2012."

"Since inception, we have incurred significant operating losses
and had an accumulated deficit of $1,037.6 million as of June 30,
2012, and we expect that our operating losses may continue.  If we
are unable to access or raise the capital needed to meet liquidity
needs and finance capital expenditures and working capital, or if
the economic, market and geopolitical conditions in the United
States and the rest of the world do not continue to improve or
deteriorate, we may experience material adverse impacts on our
business, operating results and financial condition."

A copy of the Form 10-Q is available at http://is.gd/Jk089D

Zhone Technologies, Inc., designs, develops and manufactures
communications network equipment for telecommunications, wireless
and cable operators worldwide.  The Company's products allow
network service providers to deliver video and interactive
entertainment services in addition to their existing voice and
data service offerings.  The Company was incorporated under the
laws of the state of Delaware in June 1999.  The Company began
operations in September 1999 and is headquartered in Oakland,
California.


ZOOM TELEPHONICS: Incurs $155,000 Net Loss in Third Quarter
-----------------------------------------------------------
Zoom Telephonics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $154,569 on $3.4 million of sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$264,758 on $3.0 million of sales for the comparable period last
year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $479,697 on $11.2 million of sales, compared with a net
loss of $875,429 on $9.0 million of sales for the same period of
2011.

The Company's balance sheet at Sept. 30, 2012, showed $5.5 million
in total assets, $2.3 million in total current liabilities, and
stockholders' equity of $3.2 million.

According to the regulatory filing, the Company has had recurring
net losses and continues to experience negative cash flows from
operations.  "To conserve cash and manage liquidity, the Company
has implemented cost cutting initiatives.  However, management
believes that the Company may not have sufficient resources to
fund its normal operations over the next 12 months unless gross
profit improves significantly, the Company increases its line of
credit, or the Company raises capital."

As reported in the TCR on April 9, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Zoom Telephonics'
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 had recurring net losses and
continues to experience negative cash flows from operations.

A copy of the Form 10-Q is available at http://is.gd/T24di9

Located in Boston, Massachusetts, Zoom Telephonics, Inc., designs,
produces, markets, and supports modems and other communication
products under the Zoom, Hayes(R), and Global Village(R) brands.


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the
full potential of organized efforts.  These are the quick fixes
to which the title of this book refers.  The jargon of the quick
fix is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author
of numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout
the corporation and is lasting.  At best, when a corporation
relies on an alluring, and sometimes little more than
fashionable, idea, it is a wasteful distraction.  At worst, it
can skew a corporate organization and its operations, thereby
allowing the corporation's true problems or weaknesses to grow
until they become ruinous.  As the author puts it, "Essentially,
it is not the single approach of culture, strategy, or
restructuring that is inherently ineffective.  Rather, each is
ineffective only if it is applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to
break this self-defeating cycle, the author offers a five-track
program. The five tracks, or elements, of this program are
corporate culture, management skills, team-building, strategy-
structure, and reward system.  These elements are interrelated.
The virtue of Kilmann's multidimensional five-track program is
that it addresses a corporation in its entirety, not simply parts
of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does
more, though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.


                            *********

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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